A GILBERTIAN POSITION

Otago Witness, Issue 3512, 5 July 1921, Page 37

A GILBERTIAN POSITION

AFFAIRS OF A PRIVATE COMPANY. AUCKLAND, July 1. The affairs of a pi irate company having only two shareholders were investigated before Mr Justice Adams in the Supreme Court, when Garrett Peter Barry, one of the shareholders (represented by Dr Fitchetit) petitioned for the winding up of the Mataia (Limited). The petition was opposed by the other shareholder, David Robison (represented by Mr Rogevson). Dr Kitchen said the company was formed in April, 1920, for the purpose of purchasing the Mataia Farm at Glorit), North Auckland. The capital of the company was £6OOO, of which the petitioner subscribed £ls-00 and Robison £4500. Both petitioner and Robison were to work on the farm at current rates of wages. Since the incorporation of the company the relations between the two had become so strained that it was impossible to carry on the business of the company, and petitioner accordingly wanted it wound up and the assets realised. ‘“The position is Gilbertian,” Dr Fitchetfc said. ‘‘Robison claimed to be the managing director, with a casting vote. The quorum at all meetings was one. The registered office of the company was the far m, which was 2660 acres in extent. There w-as nothing- to prevent, Robison holding a meeting on the stump in the paddock and passing a resolution wdth himself as the sole shareholder present.” Petitioner gave evidence, saying that he considered the farm could not be satisfactorily continued. It w>as impossible for him to “get on” -with Robison. Mr Rogcrscn said petitioner’s position in the company was fully explained to him by his solicitor before he entered it. The strained relations were the direct result of his drunken habits and failure to do his work. Dr Fitchett denied that petitioner was addicted to drink. Robison in his evidence slated that during a period of 12 months petitioner had been absent from tha farm 64 days. He had never been sober on returning to the farm after an absence. Respondent said he wanted to continue the farm until a satisfactory sale could be effected, and meantime lie could use it for grazing- purposes. On the last occasion in January when petitioner returned to the farm witness decided to dispense with his services. Barry had previously said lie did not- want to work on the farm again, ',Vitncs® accordingly called a meeting of the shareholders, and passed a resolution dispensing with Barry’s services. In reply to the judge, witness said Barry was helplessly drunk. His Honor: And with this helplessly intoxicated person you performed the farce of holding the meeting 1 Witness: He was present, and I passed tho resolution, '.the meeting was held in tlie kitchen. Mr Rogerson said that under the articles of the company one constituted a quorum. His Honor (to respondent): "‘You were addressing a_ helplessly intoxicated man. What did you say to him?”—“l simply said ‘I move that Barry’s services be dispensed with.’ ” His Honor: “What did he say?”—“lie did not make any remark. I then closed the meeting and went to bed.” His Honor: "‘How did you close the meeting?”—“l simply said, ‘This meeting is closed.’ ” His Honor said the farce described by witness appeared to be absolutely illegal. Mr Rogerson said the articles of ’the company provided for a meeting of one. ITis Honor said that such a meeting was impossible. Two persons could meet, Lilt not- one. As Mr Justice Adams had to leave for Wellington it w r as decided that counsel should forward a written legal argument to him.