The New Zealand Dairy Farmers' Co-operative Company.

Oamaru Mail, Volume XX, Issue 6210, 20 March 1895, Page 4

The New Zealand Dairy Farmers' Co-operative Company.

His Honor Mr Justice Williams gave judgment as follows yesterday morning in the New Zealand Dairy Farmers' Co-opera-ive Compauy cases, and said : " Before dealing with the particular cases I wish to . remark generally that the contest now is, not between the company and persons sought to be charged as shareholders, but between the liquidator as representing the creditors of the company and such persons. The company having gone into liquidation the position is entirely altered, and persons who might be entitled to set-off as against the company, or even if the company were solven', to have their names altogether removed from the register are not, therefore, entitled as against the liquidator to have their names removed from the list of contributories. I propose to deal with the cases seriatim. Other cases depending upon similar facts will, of course, be governed by the decisions in the cases mentioned. Macmillan (Ofcepopo) case. —Messrs Macmillian were induced to take shares on representations made in January, 1894, by Mr Anderson, who was canvassing for persons to take shares in the company, that if 400 shares were subscribed a creamery would be established in the Otepopo district by the beginning of October, in time for the next season. In consequence of these representations they applied for shares, received notice of allotment, and paid calls. The representations made were not carried out. Even if Messrs Macmillan could, as against the company, have repudiated the shares on thy "round that they were induced to take them by misrepresentation, they cannot do so after winding up, when the position of the parties is altogether changed (Oakes v. Turquand, L.R. 2, H.L. 325), Tennent v. City of Glasgow Bank, 4 app, case 621 (Burgess case 15, C.D. 507). Nor can it be said in the circumstances that a creamery should be erected was a condition to be performed as a preliminary to their becoming shareholders. They were to become shareholders first, and the condition was to be performed afterwards. That is shown by the fact that the calls made on the shares were from time to time deducted, with the eonsent of Messrs Macmillan, from the sums due for milk supplied. The circumstance that the condition was not performed cannot relieve them from liability as contributories in the winding up (see Elkington's case, 2 Ch, 511, and per Cairns, L.C. at p 522)." The shareholders at Otepopo have already paid LIOO in calls, and will have to pay L3OO more for absolutely nothing of any value to them. As his Honor says, however, the shareholders cannot succeed as against the liquidator, while they might have done so had the company been in existence still.