DISTRICT COURT.—Yesterday.

Thames Advertiser, Issue 2316, 31 March 1876, Page 3

DISTRICT COURT.—Yesterday.

(Before Ilia Honor F. D. Fenton, Esq., District Judge.) Young Gf.M.C. v. John Chaeles Young.—This was a claim for £87 10s, calld. —Mr Brassey for defendant, and Messrs Macdonald and Miller for the plaintiff.—James Macky, legal manager, proved that defendant was a shareholder, and was indebted to the company for the amount of the calls. He caused notices of the call to be inserted in the newspapers. Cross-examined: lam manager of the Young G.M.O. The call became due on the 12th January. I remember last Court day saying that I went 'to the office of the Supreme Court. I saw the goutloinan now present, Mr King. He told Mr King he had sent'the'notices. He did not ask to search the office as to whether theso notices bad been filed, but he filed other notices. (Notices produced marked 9th February). It was after the call became due thai he visited the Supreme Court, i case had been heard in the Resident Magistrate's Court, in which a defence was raised that these notices had not boen filed, so he went armed with the fresh notices.—This was plaintiff's case, For the defence, Mr Brassey called Alfred.H. King, who deposed that he was Deputy-Registrar of the Supreme Court, and as such had the custody and knowledge of all documents received for filing. The document produced purports to be two notices, one of the office of the company, and the second of the name of the manager. It was filed on the 9th February, 1876. At any time previous to that no notice of the situation of the office of the Young G.M.O. had been filed. I made an entry of tho receipt of that notice in the' Mining "Registrar's book.—Cross-examined: Ho said another notice was not filed because it was not entered in the register book. He could not have told Mr Macky that the Registrar's office was at tho other side of the | road, for his office was the Registrar's office. He stated positively that no other notice was filed.-By ..the Court: When I file a document. I date it, and put my initials on the back of it, and put it along with the other papers relating to that company, and if it is. a document requiring an entry in: the register book, I make the entry before putting it a*ay. The Registrar sometimes gets them if they come by post. He then hands them to me.-Mr Brassey then addressed the Court, contending that a notice" of tho registered office of theram.' pany not having been filed in the office of the Registrar of the Supreme Court at the time the call was made, there was-no legal notice of the call published ina newspaper circulating in tho locality in, which the registered office of the'eompany was situated, and that defendant did not therefore receive tho notice to which he was by law entitled.—Mr Macdonald re-' plied. He contended that the omission to have tho notices registered did not affect the call.-His Honor said his opinion was that the case should go to the Supreme Court. _ Mr Macdonald's argument was ingonious, and it might avail up above, but he would give judgment for the defendant, with costs.-Mr: Macdonald, in reply, to the Court, said he did not intend to appeal. He did not think the point good enough.—The costs were £8 2s 6d. . Nonpabeil Estate.—Mr- Macdonald applied to have a liquidator appointed in the estate of the Nonpareil G.MC. He put in the resolution passed at a meeting of the creditors.—An order was made appointing R. McDonald'Scott'liquidator. Golden Calf G.M.C.-Mr Macdonald made an application for a winding-up order -in the estate of the Golden Calf G.M.O. He put in the petition of Edwin Webb setting forth the ground of being unable to pay its liabilities, which amounted to about £900. Tho petition was verified by It.' McDonald Scott's affidavit.-The application was granted, and the first meeting of creditors was fixed for the 13th April, at the office of Messrs Macdonald and .Viller.

Forfeited Phages in the Ajax This was an application by Patrick Donnelly to have liis name inserted in the register book of the Ajax G.M.O.—Mr Brassey for the applicant, and Mr Macdonald for the company.— Mr Brassey objected to Mi'Macdonald appearing for the company,—Mr Macdonald said then that he appeared for the manager, and applied to have security for costs .given,—Mr Brassey referred the Court to section 5 of the Miniug Companies Act, 1872, and made the application under the 35th section of the Act. He read the notice which had been served upon the manager of the compauy, The ground of the complaint was that his shares were forfeited for non-payment of calls which had not been legally made, the directors, it being contended, not being elected by a majority of shareholders in person or proxy, at the extraordinary meeting."* His Honor asked whether a single shareholder had the power to question tho books of a company. It could not be done in England. -Mr Brassey said that under the section referred to he had that power, and made the application on the ground that the call was not lawfully made, the directors not being legally appointed. ~ Mr Macdonald asked that witnesses might be ordered out of Court. (About twenty persons left). Mr Macdonald said that, looking at tho shoal of persons who had left the Court, it was, ho thought, time for him to apply for security for costs;—Mr Brassey objected that the application ought to be made upon an affidavit.—His Honor said it was only fair that the security should be given. If a plaintiff had not sufficient faith in tho goodness of his own cause to pledge £5 for costs it could not be much worth, and this was a case in which he should carry, out tho clause empowering him to order security for costs.—Mr Brassey"asked his Honor to fix tho amount of costs, and his Honor fixed £6, which Mr Brassey said would be paid into Court.—John L. Whitford, legal manager of tho Ajax Gold MiniDg Company, deposed he knew Patrick Donnelly, the applicant in this case. His name had been on the register for 239 shares. Bis name was not now on the register, as his shares had been forfeited for non-payment of calls. The call was made on September 23, 1875. Donnelly did not pay that call, and in due course the shares became forfeited. Witness struck his name off the register on November, 1875. The directors who mado that call were Messrs W. Kotve, J. 11. Perry, li. Kennon, H. It. Adams, and J. Macky. Thoso were the first directors appointed in tho company. (He produced tho minutes of (he extraordinary meeting at which the directors were appointed.) It was held on September 8,1875. There were thirtysix shareholders present. Mr Brassey read the minutes of the meeting, from which it appeared that another lot of directors had been elected oh show of hands, but the present directors wort?

elected when the poll was taken. He never had other minutes of that meeting signed by Mr W. Rowo as chairman of (hat meotiug. — The Court said it was • impossible that all this should arise under that clause of the Act to rake up all tho proceedings ef a company. It would have the effect of destroying all administrative power in' a company. It was not the law of England, but the power was no doubt given by that clause. -Examination resumed: Ho never made out bogus minutes for the purpose of misleading any one who might search. Tho other minutes being irregular ho procured a new minute book in which he entered the minutes now produced.—Mr Macdonald wished to examine the witness as to the number of persons who voted.— Mr Brassey objected, and said that voting by shares was an absurdity, it must be pcrsous who voted.—Mr Mac* donald assented that this was so in accor« dance with the 24th section of the Act.— Witness was then cross-examined as to the proceedings at the meeting. He had told Mr Donnelly in tho presence of Mr .Kennan that unless his calls were paid he would have to advertise them for sale. He first asked him to hold them over for a day or two, and subsequently he said that ho could not pay tho calls, he was sorry for it, but the shares must go, That was the same gentlemau who now asked to have the shares come back again, Witness was re-examined relative to the poll. Upon the demand of Mr T. Kennan the poll was taken.—His Honor said there was no doubt that tho directors were declared elected by the chairman on the number of shares, and in the face of alterations in the minutes; although it was possible they might have accidentally arrived at the proper result, ho could not think tho call was legally made. He perhaps, upon consideration, alter his opinion,—Mr Macdonald said that they did not propose to rely on the book at all. They had other evidence of the voting.— Tho Court said that Mr Brassey having mado out a prima facia ease, if Mr | Macdonald oould.not upset it, there was an end of tho case, and if ho did, Mr Brassey could proce d again.—Mr Macdonald said that so far as they had to deal with it, the contention of tho plain-, tiff was, that there were no directors, but if the plaintiff was a consenting party to the sale of the shares, he would be estopped from coming to tho Court and asking to havo his shares restored. He contended that obtaining the sense of tho meeting by show of hands was bad; as to the other election, he would concedo that he had not established it. A resolution was unanimously carried that the rules produced were unanimously adopted as the rules, of tho company, and so far as the evidence went, that was the first thing upon which the shareholders came to a. legal conclusion, and it included .that these men who .had made the call were the directors of the : company by a rule of tho company unanimously carried. Ho referred tho Court to tho Act and the schedule of rules which wero not adopted. After some further remarks, he called Richard Kennen, mining agent and sharebrokor and director in the Ajax Gr.M.O,, who deposed he was present at the extraordinary meeting of the company at which those rules were passed. He held proxies for other shareholders, and other' shareholders besides held proxies,. He remembered a show of hands being taken for direotors, A poll wa3 demanded, which was the reverse of the result by a thow of hands. On the poll, tho majority of persons and shares was opposed to tho result o'f the show of hands. Before the meeting ended'the rules of the company wero discussed. Amongst others, tho rule setting out the directors was objected to by a perßon named Wickham. He proposed an amendment, but witness did not reoollect what became of it.. Ultimately the rules wero unanimously agreed to, and'the persons named as directors in tho rules were those who made the call on Mr Donnelly's shares. Since that call was made there was a ; difficulty in getting iu the money. Ho recollected Mr Whitford asking Mr Donnelly about his calls. The result of the conversation was that Mr Donnelly said .that he could not pay his call, _ and the shares must go to auction.—John D. Wickham deposed to the proceedings being conducted- in -the ususl way. — Mr Macdonald addressed the Court.—Mr Brassoy replied. Jie contended that the adoption of the rules did not constitute the directors' election.—The Court ruled that the election of tho first direction was properly determined, and therefore he refused the application. IN BANKRUPTCY. Re Daniel Tookky and J. Webb.— Mr Macdonald, for the opposing creditor, applied for an adjournment, as the trustee was ill.—Mr Dodd, for the bankrupts, did not object. He James Garden.—Mr Dodd appeared for the bankrupt, and- applied to have the case stand over till next Court day—The application was granted.