SUPREME COURT, HOKITIKA.

Nelson Evening Mail, Volume XXII, Issue 85, 12 April 1888, Page 3

SUPREME COURT, HOKITIKA.

{.Before Wa Honor Mr Justice Ward.J The Rainy Creek Extended, Quartz Mining Company (Limited) appellants, Thomas Qrtte respond*^. Mr Lynch app»ar»d for the appellants, and Mr North for the respondent. ' : This was an appeal from an order of His • ~ Honor Judge Broad directing the rectification of the share register of the appellant Company upon the ground that the namo of the respondent bad b«en improperly removed therefrom, the call for which hta shares were alleged to be forfeited nob having been " legally made, The facts stated in the ■ speoial oaae ■ were that the Company was registered on the 22nd February, 1882; that prior to each registration a meeting of shareholder* was held, at which it w»a r?eolved that' the number of directors should be five, thtee to form a quorum ; that cwtain persons were elected dtreoUrt, bat no provision was ~ made as to the mode of eleotion of future , diraoton, their qualifications, powers, t«m of office, and mode of retirement; that an ; -- extraordinary meeting of shareholders was held after the u giatration of the Company, namely, on the loih April, 1882, at which rul«B were discussed, and ib was resolved to adopt the rules as road at the meeting; that it wae. proved that the Baid rnlea were not made by a majority in number and v»lue of th« shareholders as provided by Spot ion 58 of w Th*e Mining Companies Act, 1872," although adopted i>y a majority in number and value — of the shareholders present or represents d at suoh mwting 1 ; that the said rule?, however, ' were signed by the Chairman of the extraordinary meeting and by the manager of the Company< and were used and aoted upon as •the tolti of the Company, and that no other zules were ever made ; that by rule 55 of the said Rules it was provided no oall should.exceed the sum of sixpence per share ; that no extraordinary meeting of shareholders woe beld after the incorporation of the Company at which the shareholders determined the tnodo of election of future directors, their qualification, power?, term of office, and mode of retirement ; Ihafc a half yearly general meeting of shareholders was held at Reef ton on 29bh June, 1882, at which three of the first direotora and two now directors were elected asd'reotorß; that all fire of thtse persons were subsequently re-elected at every half yearly meeting ; that at a monthly meeting of such directors held on 3rd January, 1887, a call of eevenpenco per share was made payable on 12'.h January, 1887; that at the time of making the said oall the name of the respondent, Thomas Grose, was on the Company's Register as the holder of 760 shares; that on the 11th March, 1887, the said shores were transferred to the forfeited share account of the Company, foi non-payment of a balancs of £3 2-s 6d stated to be due on the eaid shares; that these ... shares were subsequently sold at auction bj the Company ac forfeited shares and were pnrobased by James Lyooh who after

wsrAi transferred a part of them vo . Thomas BailiA ; that the respondent made application to have his name restored to the register ; and that upon the foregoing statement of facts the Distriot Judge granted the application upon the ground, mainly, that the oall for the non-payment of which Grose's shares were declared forfeited and sold was noti legally 'made, there being no properly appointed Directors; that the fact of the irregalarly made rules being used and acted upon for a number of years as the rules of the Company did not make them valid; that Grose was not estopped in the absence of any acquiescence by him in the forfeiture from disputing its validity by reason of his having paid previous calls ; and that the applicant was therefore entitled to have his name restored to the register. After hearing the Counsel for, the appellant and respondent ; His Honor Mr Justice Ward said: — I must uphold the deoision of the learned Judge, I think with him there were no Directors of this Company. The provisions of Seotion 24 of " The Mining Companies Act, 1872 " have not been carried out, and I think if there are no Rules it is incumbent on a Company to carry out those provisions and to provide for the mode of election of future directors, their qualifications, term of office, mode of retirement, and the number to form a quorum. I think that under " The Mining Companies Act, 1872," it is neoessary for a Company to have Rules, and I do not see hop a Company is to be carried on without them, and they must be made in the prescribed manner. The appeal iB therefore dismissed with £10 10a costs.