GILBERTIAN

Hokitika Guardian, 5 July 1921, Page 4

GILBERTIAN

A COMPANY OF TWO. REAIARKARLE PROCEEDINGS.

AUCKLAND. July 1. The affairs of a. private company having only two shareholders were investigated before Air Justice Adams in the Supreme Court, when Garrett, Peter Ran.', one ot the shareholders (Dr Fit-clu’-tti, petitioned for the winding up of Alataia Limited. The petition was opposed by the other shareholder, David Robison (Air Rogerson). Dr Fiichett said that the company was formed in April. 1929, tor tin' (impose of purchasing Alataia larni’at tilorit. North Auckland. The capital ■if the company was £6tMHI, <9 which the petitioner subscribed £ISOO and Robison LISOO. Roth petitioner and Robison were to work on Iho tann at current rates of wages. Since the incorporation of the company 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 ol) and I lie assets realised. “The position is Gilhertian,” Dr Eiteliott said. Robison claimed to be managing director, with a casting vote. The quorum fit all meetings was one, the registered office of the company was the farm, which was 2600 acres in extent. There was nothing to prevent Robison bolding a meeting on a stump in a paddock and passing a resolution with himself as Mile shareholder present.

Petitioner gave evidence, saying that he considered the farm could not he satisfactorily continued. It was impossible for him to “get on” with Robison.

Mr Rogerson said that 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. bis work.

Dr Fiichett denied that petitioner was addicted to drink.

Robison, in evidence, stated that during a period of twelve months petitioner had been absent from the farm t;.| 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 Iw effected, and meantime he could use it for grazing purposes. On the last occasion, in January, when petitioner returned to the tann witness decided to dispense with his services. Many had previously said he did not want to work on the farm again. \A itness.accordingly called a meeting ot shareholders and passed a g resolution dispensing with Harry’s services.

In reply to the Judge, witness said that Barry was helplessly drunk. His Honor: And with this helplessly intoxicated person you performed the farce of holding the meeting? Witness: He was present and 1 passed the resolution. The meeting was held in the kitchen.

Air Rogerson said that under the articles of the company one constituted

a. quorum. 11 is Honor (to respondent): You were addressing a helplessly intoxicated man. What did you say to him? Witness: I simply said, “I move that Harry’s services be dispensed with.” His Honor: AVhat did he say? Witness: He did not make any remark. I then closed tlic meeting and wont to bed. llis Honor: How did you close the meeting ? AVitness: T simply said, “This meeting is closed.” His Honor said the farce described by the witness appeared to bo absolutely illegal. Mr Rogerson said the articles of the company provided for a meeting of

His Honor said that such a meeting was impossible. Two persons could meet, but not one.

As the Judge has to leave for W ellington it was decided that counsel should fonvard written legal argument to him.