SHARE CALLS

Southland Times, Issue 25362, 14 August 1935, Page 8

SHARE CALLS

CLAIM FOR PAYMENT JUDGMENT GIVEN FOR COMPANY AUCKLAND CASE (Per United Press Association.) Auckland, August 13. An action affecting the interests of a number of shareholders in International Concessions Ltd. and which will involve the payment of a total of £15,000 was heard in the Magistrate's Court before Mr W. R. McKean, S.M., when the company brought a claim for £4O against Samuel Gale Larcomo, a fanner of Hawera. Plaintiffs claimed from defendant £37 10/-, which it was alleged, he owed the company for three calls of £l2 10/- each upon 50 shares, as well as £2 10/- interest thereon. A petition for the winding-up of the company has been considered in the Supreme Court by Mr Justice Fair, who reserved his decision. The petition stated that International Concessions Ltd. was incorporated in September, 1932, with a registered office in Auckland and a nominal capital of £50,000. The amount of capital paid up or credited as paid-up was £23,981 10/-. The actual object of the company was to acquire foreign concessions in order to conduct lotteries in foreign countries where such lotteries would be legal. At to-day’s hearing Mr Goldstine, appearing for the plaintiffs, said the action was one of a series on which depended the company’s right to collect moneys owing on unpaid calls on shares, and altogether about £15.000 would be involved. The only defence could be that the company was an illegal one. Counsel contended that in deciding the legality or illegality of the company, the Court could not go beyond the Memorandum of Association of the company concerned, and any extrinsic evidence which might be adduced to prove illegality was inadmissable. In support of his contention Mr Goldstine quoted a decision given in an English Court which had been upheld by the Court of Appeal and the House of Lords. It had been so ruled, counsel added, that even if only one object in the Memorandum of Association were legal and the others illegal then the company was still a legal company. “One just man may save a city,” was the remark of a member ot the’House of Lords concerning the ruling On behalf of the defendant Mr Henry said that if he were prevented from introducing extrinsic evidence he could not carry the case further. He quoted a decision of the Court of Appeal in New Zealand, which, he suggested, might distinguish the ruling ot the House of Lords. The Magistrate said the New Zealand decision had been given before the ruling of the House of Lords, but in anv case it could not distinguish the decision given in England A perusal of the ruling given in England led him to the conclusion that he had no alternative but to follow it. and he would accordingly rule that the whole question of legality must be decided in the light of the Memorandum of Association no extrinsic evidence being admissable. After reading the memorandum he was forced to find that the objects therein expressed were not illegal and therefore judgment would be given in favour of thep laintiffs with costs.