A DIRECTOR'S FEES

New Zealand Herald, Volume LXIX, Issue 21359, 7 December 1932, Page 14

A DIRECTOR'S FEES

CLAIM FOR PAYMENT HARESOUR BRIDGE COMPANY EX-CHAIRMAN'S ACTION FAILS An action to obtain payment of £24 10s, alleged to be due to him for fees as a director of the Auckland Harbour Bridge Company. Ltd., was brought by Charles Henry •• Masspy Wills lioforc Mr. E. C. Cut ten. S.M., in the Magistrate's Court yesterday. Mr. It. M. Moody appeared for plaintiff. Mr. Goldstine representing the defendant company. Counsel for Wills said the claim was based on section 10 of the Aucklaud Harbour Bridges Empowering Act, 1931, which stipulated that the chairman of directors should receive a fee of £SO a v<?ar and an ordinary director £25. Plaintiff was chairman of directors from January 1, 1932, to March 15, and ho served as an ordinary director until October 20, when he retired bv rotation. The Magistrate: Is Wills still a director? Mr. 'Moody went on to quote authorities showing that a director serving for a portion of a year was entitled to remuneration in proportion to the rate for the year. Mr. Goldstine submitted that it was common ground that the articles of association made no provision as to when tho fees were payable. In pursuance of ordinary custom, a director was not entitled to payment o£ his fee until a particular year had expired. There .was even statutory provision preventing the payment or the receipt of such fees before the expiration of a year. Section 73 of the Companies Act, 1908, contained a provision bearing on tho point and a breach of the regulations could mean a penalty of £SO on a director, as well as a company. It would be suicidal, counsel suggested, for any company to pay in instead of waiting for the annual meoting, when the fees would be passed for payment. Mr. Moody contended that tho right of payment conferred on plaintiff under the Act was the highest right. There was no mention of the postponement of payment. Once a contract was performed as far as it could be, a director was entitled to payment.

Mr. Goldstine: The Act provides no time of payment. jNIr. Moody: When my friend says that, he gives away his whole case. In delivering judgment, the magistrate said tliei'o was 110 need for him to go through the authorities quoted. It seemed to him that they showed clearly that, under ordinary circumstances, remuneration was not payable until due date. The statute referred to merely dealt with the amount of the fees and did not change the law. It did not put Wills in a position to claim before the due date. Plaintiff was non-suited.