"ATTEMPT TO STEAL BUSINESS"

Hawke's Bay Herald-Tribune, Volume 81, Issue 43, 13 November 1937, Page 6

"ATTEMPT TO STEAL BUSINESS"

Partnership Disputed In Supreme Court FINDING FOR PLAINTIFF

' 1 In this case a partnership offer was fairly and squarely made, and when the business prospered an attempt was made to steal it away. I would not do anything to put the plaintiff at a disadvantage," commented Mr Justlee Ostler in the Supreme Court at Napier yesterday at the conelusiou of the allday hearing of a civil action in which Herbert Edward Coddington (Mr C. W. Nash) applied. for the dissolution of his partnership with Edmond Alexander Bourgeois (Mr John Mason), a partnership which the defence maintained had never existed, but which the Judge held to he clearly proved. The business involved was the "B-C Clothing Shop," known as "The Two Napier Boys." "I don't believe a lot of what tho defendant 's father said, nor do I believe everything his son said," his Honour continued, referring to discrepancies- between the testimonies of the defendant and his father, H. E. KBourgeois, described as a public accountant, of whom the latt'er • claimed that be alone was the owner of the business. An order for dissolution of the partnership, in which his Honour ruled the plaintiff had established his right to a half share, was made in accordance with the terms of plaintiff 's claim, and Mr H. E.,Edgely, public accountant, wasappointed receiver to wind up the affairs of the business.' The dissolution is to take effect as . from to-day, and costs of the action, with witness's expenses, were allowed to the* plaintiff. Mr C. W. Nash appeared for tha plaintiff. and -Mr- John" Mason for. the defendant, Offer of Partnership. In July, 1933, sajd Mr Nash, plaintiff had, at the age of 17, been employed'by a drapery firm in Napier in charge of a branch shop at a small wage. Defendant had fcalled upon;him with- an offer of partnership, as defendant 's father, a moneyleiider, was prepared' to' set up his son in a men's outfitting business if he could find a suitable partner, . The fathers of the two boys arranged that the capital of.the firm should be stock supplied by. the senior Bourgeois, who, until the boys had attained their maojrity, should- control the business. Plaintiff was to pay for his share of tlxe. stock, but. not in Cash, and the boys were to draw small pay, until the business was well-established. A cafd issued by H. E. K." Bourgeois invited the public to support "the two Napier boys, E. A. Bourgeois- and H. E. Coddington," The name of the business was later changed from the Eclipse Trading Company to the B.C. (Bour-geois-Coddington) Clothing Co. Advertising had represented the firm as a partnership. « Boys Assume Management. At first, the firm had done its buying through Bourgeois, senr., - but- later the boys had assumed more of the management tjhemselves. Under the Shop Assistant's award, the firm was a party as Bourgeois and Coddington. The boys had never been paid as employees, but had drawn from the business as partners and had arranged holidays without reference to H* E.- K; Bourgeois, who, the defence would suggest, was the owner of the business. When plaintiff became 21, Bourgeois, senr., came to the shop and presented him with a cdrtificate for 50 shares in the business, sayifig "There are your shares." The boy had become perturbed and sent for his father, who realised that matter were about to become difficult. He found that in a book sho.wingthe "allocation of shares there were 150 in the name of E. A. Bourgeois, who at'that time was only 19, 100 in the name of J. K. Bourgeois, and 50 in the name of H, E. K. Bourgeois, but no mentio'n of the 50 in the name o.f H. E. Coddington. An offer had been made. by letter to Coddington, senr., for his son to take a third share in the business, and when the offer was repeated Coddington saw counsel. ' He was advised to write to H. E. K. Bourgqois detailing the history of tlie transaction, and this ..was done. Act«d As Trustee. v It was submitted that a partnership had existed and that Bourgeois, senr., had acted as trustee Yor the' boys until they reached the age of 21. Evidence to this effect was called for the plaintiff. . .. . ... Upening- the case for the defence, Mr. Mason said the evidence would show that there never Was a partnership. Bourgeoise; senr., had been a liolder of 300 out of 500 shares in Thomas's Ltd., and when that business vvound up he purchased' the -stock and had actually started as the Eclipse Clothing Co. when he realised that his son must, have someone to help him. Defendant approached tlie plaintiff in this regard. Ihe plaintiff started at 25/- a week. The business was carried o,u entirely under . the . control of and with tlie money provided by Bourgeois, sehr. The jjrst : year's working resulted in a loss," but- he -had carried on and had adopted a method of advertising to enlist public support for "Two Napier Boys,'' but the whole of the tradiiig accounts were in the name of Bourgeois, sehr.," and he was the sole person responsible. No person had dealt with either of tlie boys and given them credit, and though it may have appeared on the face of things that the boys were partners, counsel maintained that Bourgeois, senr., was the owner ' of the business and the plaintiff an employee. Counsel submitted that the form oi advertising did uot.go to prove that a legal partnership existed. Evidence of the defendant and his father was called for the defence. Judge's Comment. "1'have not the slightest hesitation in accepting the evidence of'the plain- , tiff and his father in this case," saict his Honour, summing up. "I don't believe & lot of what- the- defendant 's

father has said. Nor do 1 believe every thing the son has said." Mr Mason asked if the Court coultt so mould its order so that Bourgeois could purchase the Coddington share, this eourse being tbe one that would entail leasfc loss to either. His Honour said he would be pleased to do that if the parties could agree on some fair thing. "This is a case where this boy was made an offer of partnership fairly and squarely, and when the business prospered an attempt was made to steal it; away and I would not put the boy at any disadvantage," was his Hon-. our's colsing xeinark.