RELIANCE G.D. CO.

Otago Witness, Issue 2416, 28 June 1900, Page 19

RELIANCE G.D. CO.

SUPREME COURT.— IN BANCO. Monday, June 25. (Before His Honor Mr Justice Williams.) HOGG AND ANOTHER V. POPE AND ANOTHER. This was a motion for a writ of injunction to restrain the defendants from acting as directors of the Reliance Gold Dredging Company, on the ground that at the time of their election they were not entitled to fill such position, not having been proposed in accordance with article 91 of the articles of association, which provided that no person, not being a retiring director, unless recommended by the directors, was eligible for election without being proposed three clear days before the meeting. Mr F. R. Chapman appeared for the plaintiffs,"''William Montgomery Hogg and John Young; and Mr Sim for the defendants, Thos. Pope and George Leslie. Mr Chapman, in speaking in support of the motion, said there was practically little or nothing in dispute in the case, so far as the

facts were concerned. The motion was for an injunction by two parties who were shareholders and, as they claimed, directors of a joint stock company called the Reliance Gold Dredging Company. They claimed an injunction against the two defendants for excluding them from office as directors. Their claim for office depended upon one of the rules, which continued in office the directors of the company when no other directors were properly "elected. In the statement of claim the plaintiffs set out the circumstances, showing that both the defendants were ineligible as directors, and although someth'ng m the nature of an election was held, they being ineligible as directors, the plaintiffs said that defendants were noli elected, and consequently that the plaintiffs, as the original directors, were entitled to retain their seats.

Mr Sim submitted, in the first place, that article 91, on which the plaintiffs relied, was directory, and not imperative, and that the company had waived compliance with that. Then, assuming article 91 to be imperative, and that plaintiffs were entitled to office as directors, they had misconceived their remedy, which was by action against the board to restrain the board from excluding them. Assuming, in the next place, the action to be properly brought, the members of the company had expressed their wish that the defendants, and not the plaintiffs, should be directors, ahd as effect could be given to that wish at any time under article 89, which provided that the company might, by extra oidinary resolution, remove any director from office, ' and put any other person in his place, the court would treat, the niaiter as one of internal management only, and would decline to interfere. Counsel finally contended that the plaintiffs, having acquiesced in the non-compliance with article 91, the court would not interfere at their instance. His Honor reserved his decision.