WARDEN'S COURT.

Inangahua Times, Volume V, Issue 28, 1 February 1878, Page 2

WARDEN'S COURT.

Tuesday. 29r^ January, (Beloro Mn Wab^n ?haw. aijp. oxqiiu v. bait^ and THB MHjfJAKOJS COMPANY. , This wan an applieatton for tho oanoel- ' lotion of the Doflancfl lea^ie, on the grounds tha^ the, terms ol- fte leas^o bad not 'boon con^plie^ with. ' The, application had beeft beard a^ a former fiittina; of the Court, bu,t; subset (juontiy oortain fao'a came to tho know« iedg'e of' tlj^e applicant upon which, he moyo4 for^^reliear^g,' wbi^i iy.^ewntually granted, «\i»d t^e cane, oamo on an, ahore. Mr Button with l^r W a,nd Mr Boid appeared, for tbp applicants, and Mr GuinnoHß witjh Mr, Moss' appeared for tho de/endant. _ -. On tho flpplicaUon of Mr Button all the witnesses in the case were ordered out of <Coprl?. Mr^oinncfls reqocßted that Mr

might bp allowed to romain in Court to instruot counsel. Mt Button objected j;o Mr Kaviea rp« maining. Mr was tjw dofendont, an^l wai» fo ottendanoo, and it was Very itfange H Mr Davlos knew more of Baitiby'a busineßS tb,an. ho (Bait^by) did hlmaelf; Mr Guinness then ooptended that pho Coutf jiad no power t^ ooranol witnesses j to lonrff tbe Court, ' ihe ISyafdon sai4 the rule was that the Court could not compel an.y porson to \cave tbe Courf, but any ono remaping after such fin order bad been made, bis evidence vould lie teceiyod witji a a certain amount of suspicion. }iv jiavie* then Im )he Oourfc The following eyldepce wa> t|»en 0a)1p.4 fojp the applicants :— %, W, Kaitbby^l purobaied the De^r oacefeaje. f .tongbt from Mt Davies. purchase wa« oommeneed at Lopis" yillo ana" oopoludpd jh Reejfton. Ifo offorod mo tho property and tho tcrma were stated. twaatoßiye £(jOQ fojr tho properly. It wa? paries who first Jn*. formed me that, ,%; lease was for ottloi ' I oannoii Rive any reason wby Djiviea came and offered the lease tp me unTess it was lie had known me for some time, and frqm too fact that be know I was anxious to, get «n ||}t cr f? 9 t *P Defianoo Com* pany, nnd bflcuuso wo had had numerous transaction? togoijier. ' Tho conversation over tho salp oc^upiod about half-an«ho»p. He told mo that it bad been offered to others, and that he would lot mo have it for £500. J did not think it was a low price Ho told mo bo would toko a bill. I told him I had not sufficient money, and he said he Would take my bill. This was jit a meeting of the Defianoo directors at DnyipB f office. I gave him tho bill, and hayo since paid it. Mr Davios did not ' assisji mo to pay tho bill, nono of the fharoholderi or directors of tho Dnflanoo CqmpHny furntehed mo with the funds, cither Indiroctly to meet tho bill; /,$»$• < : hai not boea the slightest arrangement! lietweon myself and any of the Pe^ninpe bompany that they are to theJcase. I have noli knowingiy told any interests in the now : (sJMpiiplJ. toanf of the old ahnreholders, |||f (jifi J emptqy ajfj agenfc todo so. I soloiiOßW shar«fto Mr South In Hokitibft. I am nbt' aware that there is any undorstnndinff that Mr South is to hold shares in trust to* the Jfokitika aharo* holders. I think i| U likely I should know It if there was. I o^u't say whether Mr South was a shareholder in the Pe&anoo Company. Mr Davies acted altogether as my agent in Boofton, I don't think ho has "Old any shares. I know that he has referred persons to mo. I have re« ceiveol letters from upplidants,, for; shares. There are qq.CtOO shares in tho new' Com* paay» , X jiayV tp\^,.§^---j^!fm. to Mr t ! ■^fll.iDDtfr* ""^"'^ lffi^;-nqi>)fc^ftr«y ? iwli'iitfiiAiP he. was a shareholder in the DeQanoe Comx I pany;, If he pajd for'thosharoa.ho paid for wares to Mr Davies. They were I tlifnk bought for 4,d each. 1 think lie bougfat '6<X>. • I forgot whethor Mr Taploy has; any shares in the Company. I don't recollect whether he applied, Mr Qhaw applied for and bought some shares. H6 paid 4d per shares, Mr Arohor bought shares, I forget the numhor he applied for, he also paid id. Mr Bay* fe'ld did not apply for any shares bsforo this application. . Mr Bayfoild did not npply to rao for sharoa beforo tho adjournmoot 6f this case. \ know Mr M'Oren, had no conversation with him about particular shares. Don't recollect his saying anything about Mr Bonar's sharos. Don't rco.olleiofc his sayins anything respootinpj Hokitika shares. We had a chat about the property, but not much was said. It might bs two months ago that Mr Gilmor bought, and ho was almost tho last portion I sold to. The. sale to South. Wf& bci'oro that. About 3000 wero sold to Mr South the price being 4d. I can't say whether M;r Souih has paid. Ho has not necessarily to account to mo for tho shares. South received tho shares, from me. I received a letter from him. Ido not pro* duoo the letter. Tho greater part ot tho shares have boon distributed. \ hayo not got the share' list. The Company is registered un^or. tho Joint Stock lot. I am, pot sure where tho Company's oflloo is but it is to be in Rcofton. There was ho diflforenoo in the, price of shares, Tho Company was registered to buy my interest. It is not yet settled what the tprms aro to be—that is, not the preoiso amount. It would b^avo b t eon settled but for this application. Them was no prospootus. The reason I did not transfer Icmi? ago was I was advißod that ij might imprir the lease to transfer while it was in ' litination. I had not possession o,f tho lease, nntil a^fter tho bill was^ d^e, was throe monjbfl after date. Tho 4d ppr ah^p was payment for tho share in tho le/^o. I hold a Httlo moro than a ois;th oi the Company. Tho capital of tho Company is £POOO, • in aa.OOQ, sharos of 5s onoh. The purohaso of tho claim bns not yet boon effected. I did not pay 4d per sharo jfor my sharos, My 'shares ar^e not paid up. they ard;oontri» butin^ shares tip nms, a^ the, othors. As fiiras I know the sharos wore open, to public. I nwe/f, roused any one. Tho/planof tho Qompwy was partly my owc^ BUBReflt\on, and partly Mr Davios. Tho plan was Mr D^avies's with my con« ourrenoo. I bought t;bo loose as a apoou* lotion, and intend,od to form a Company, not any particular Company. I did, riot lmvo tho plan of the Company sketoltpd •when I boußb,riho property. It was uot

suggested to mo iv tho lonst that J. was to give shores to pertain pcrsops. I think I havo done very well by tho Company. Sharon worp not refused to nny one. I did not instruct Mr I)avies to rofuso any* body. J hayo porfeofc faith in hi»n, Mr South applied for shares ns ono of the public, ho did not my }io was a shard* holder in tho Dofianqo Company. Tliero ' was no understanding whatovor that any of tho Doflanop shareholders wore (to havo nny profororico. Ttyero was no trust whatever, nor . any conversation rpspooting it. Ido not know what share? in tho Dofianc.o worp, flojling fpr b.oforo | pur.olißsotV. By tho poijrt— J sold shares to pror motors in the Company after its regis* tration, I had not parted Jarpoly with shares in tho potnpany before tho 3rd of botobor. I TPOoHoof tliitt tfop Company ma registered. By Mr Guinness— A pfunbor of por* sons signed tho niemornndunl of asgooialion, and had cortaln sliaros sot oppo.sito to their natncp/.ftnd the, tyulaneq of shar os | took up in my own namQ. | hare not parted with any of tfao Aharon X took up, 1 do .not prodtJco thS) motaorandum of nsMociation. Tho War,4oa said if Mr Button ro> quired tho pontwjisi of tjio document, ho should havo given notico to produce. Mr Button said tho manager, of tho company had been served with notice to produco nil documents, nnd ho thoroforq purposed to call Mr Dayios bo that the, doouments might «o lodged in Court. Tho Warden acquiosqing in this pourso Mr Railhby loft tho bo* and, 'M.r Davie* was oallod. ; . '.'/<■. Louis Davios-I have no authority fromtho company to prodqQO dooumonfej bttt oau do ao if, veqaostod by the Court. , The "Warden said ho would take upon himself, tho responsibility of Ordoring their production*. Examination continued-;! produ.oo tho Bharotrogistbr of tho Victory Com? pany, ulso tho memorandum of association and tho article* of the oompnny. They are certified copies of tho originals which are in tho Registrar's oflloe, Nol" son. R. W. Raithby, reoallod : I havo the register of tho Victory Company boforo me. I Bold toGilmor and Arohor but I don't find their names hero. I sold to others but lave not a list of tho partiou' names with mo. I did soil some shores to ft man named Weslobon.' His name does not appear upon tho register. It is a facVthat the register 1 only shows tho names of those who signed tho memorandum of association. I did not soil Davies any shares, and he has nono to ray 'knowledge unless ho bought from othorfl. I hold .n^to for him and have no undorftaudii||P|ji him. I haw «««•». tho roniHtor boforo now in tho office. Saw itfitat when the njflttforandura of association was fully completed. To tho best of my memory I. first saw it after tho deed was completed. Saw the rotator sovoral mouths ago. I can givo no explanation of tho oraaurcs of the w.ord " allottod " and tho substitution of tho word " contributed " nftor the chtrioß in tho resistor, Tho directors of tho company havo hold a meeting since thait* appointmout; there aro five directors in tho company. lobjeot to givo thoir names for tho reason that I havo riot yet transferred, to tho company, and it is therefore a private concern. Tho Warden said a. Joint Stock com* pany was a public undertaking, and tho law required that its affaire should bo so conducted. Mr Quinuoss urged that tho witness Was not oompollod to show tho register to any but shareholder's. JTho Wardon ruled that «11 evidenco touching tho bona Ados or otherwiso of tlie aale was nocosflary. Examination continued} There has boon a meeting of the company sinoo its formation, at which I was prosont and was appointed a director { this was subsequent to tho registration. To tliobest of my belief tho meeting was called to appoint dirootors ; other dirctors wore appointed with me at tho same time ; I could not Btnto tho date of tho meeting, but it was shortly' aftor tho registration was offcoted. J. know tho names Of the diroctors appointed, hut I decline to giy.o' them, and my reason is that if their narne^ wcro m,a,do public, there aro banking institutions in tho town, and somo of tho dirootors may be clients of the banko, and prcssuro might bo brought I to boar on them by tho Bank of New] Zoaland. I sold somo shares to WiU son, but cannot stato the numbor i tho prioowna^d ppr, $orip; ho wrOto to mo about tlio shares, and I produco his lottor, whioh is tho only ono I tocoivod from him ; h^vo soon him sinoo but bud no conversation wifh him relative to, the flnlo oftho fibftres. I paid the bill at tho National Bank. I did not pay tho money to tho, erodit of tho company ; J paid it to my own aooount; £ did no,t pay in funds oxprossl'y to, moot tho hill. Noithor Privies nor ii«y other of tho Deflanoo sharoholdora, {[ssistod mo to, moot tho bill, not to my; knowledge. No person has paid into my, account but 'myself. Havo frequently recojvod monoy from Davies othor than for tho salo of tho shares, I don't recolleo,t havinct received inouoy from Ba vies nbout \ho time of tlio maturity of tho bity,' othor than for tho sate of tho shares. By Mr Gainnqss , I said yesterday that 1 had, sold ah arcs to South and Raithby.' I don't uso tho term " sold " in tho same tense in each case. South flos ono of those who originally signoi

tho memorandum of association ; ho bought 3000 shares ; Gilmer and Arohor bouKhtfrom mo. Tho4d per sharo paid by Mr South formed a pan of the paid up capital of tho company* I mado ft bitten offer to the Viotorf Company to sell thorn my inUrestJn the "Defiance toaac, andonthe^lth S|pt«ijborl .sold lhe leaser my written 9.%^' *'? company Bhould biiy fw«6oo, ana any further sum which might be oxpepd,ed by me in transferring to .the company j l produce, a letter rsjelT#by»e from Mr Gninnoss informing me that he had reKistorodtho transfer and would hold l th» lease until tho bill of oxohange fo.r £500 was pairt. . , . , , . Mr Guinness explained in answer lo tho Uonqh that ho was wtmg^ aolipitor to bpth Raithby and the flofianco andViotoryCqmjMmios. • _ Examination qontinwd $ I at on^ timo thouKhtf had a bad barmln \n the pupohaso of the, mi^e, tite leader haying ruii out, a>^o^li&^ to-ihr <!#», of working feimin*. I^ 1100t * *r m Girdwood.anc(43fly, M to*pm-<&*h*W in the tfiojo» W^W^& * m her at their mspoial. Th#r^C**#w to bo4d per share. ThejfeWk ?WOO on thnir own adcounti thaVd ejected since registration- bare ttotbeeu transforand. ' The Warden '. 8b yo^ hotd tho shares as a trustooP . Witness; The purchasers hold lot tors from me iv which I agree to transfer. Warden j And at presont the shares aro in your hands f Witness: Yes. , Warden : Was there any reawm why the nharos wore noi iransforrod r Witness : Not the least. Wardon s Have you any wish io.rofcroqoo to those transfers as to whether .they should be effected P Witness < It rests with the purchasers. Warden :It resti-with both of you, does it not. If a call were struck, you wonld be liable, wdutd jfou riot P Witnes?; T#i. ■-''''' 'V "" . ''.' ". , Warded : What' ? pdsiti6n w^ufd you be in if a Qd call wore straok On the shares, and the iJartf es refused 1 to 1 accept P "Witfio^j I don't thin* they would refuse ; J havo boea exporting them to tak* transfer*. Warden} W«re you pud for tho shnros you sold P Witness; I actually rocoived tho monoy for all tho shares, except n»y own. '„''. Warden ? The gist of your evidenco is that the company is waiting for the completion of the transfer from you to commence operations ? Witness ; I have possession, and as soon as tho litigation is over work will be commenced. Wardon j Were you aware that a bigffor price could havo been obtained for tlio property P . - Witness; No, I heard that it had been offered to Rrovoii and that he wouidonly give £300, and I thought ho knew something about \L Warden ; /Vud having heard that and thinking that Mr Itcevos knew sometoivff of its value, you novortholo93 agreed to give £500? Witnoss ; Yes. Warden ; Ycu wore frequently in Kcefion nnd had opportunities of seeing tho pipers } did it not come to *your krtowledoo 'hat shares were quoted at a very much higher rate P WHne«R. I heard, that they wore sold for 1 6* before the litigation. Warden ; Did you not see the market quotations P „ Witness ; I did not rely upon the quotations. Warden ; Thero in a great difference between M and 6d, ... Witness; At the time of the sale tho lender had almost ran out. Wardon ; Did you meet tho bill with your own money P Witness ; Partly my own money and wnrtly by accommodation from the Bank. Tho balance would bo overdraft. It was met entirely by myself* Tho Warden, thanked the witness for the candid manner in which ho had given his evidence. Mark Dornan— l^am a ahoomakor reBiding in Reofton. I was a shareholder in the Deflanoo Comptny. I held 140 Bhares. About August or September last tberd was somo litigation between Butler and tho Defiance Company. I know Mr Mirfin. I believe he was >n tho Defiance Company, and a director. Had a conversation with him in rolation to my Bhares., Tho first day of that litigation I moi him and askod him how the case was gotting on—. ' Mr Guinness objected to th« line of ex* amination. Any e»ll flilp6i«a aireetor might go round tho town circulating all sorts of things, butthai did not bind the Company. -, • .'i-.; *'; ni \'>'>": ■ ; •- •■ Tho Warden OTeimled the objeotlon. Examina^n; f f6^pl^pM^ Mirao that we h,|f c tafcw^ip % ihe forfllook » and dispbsed of ft^p>op4rt>. I iaia "how willit be th,en* fl . Ho'«>ft "H *Md\ como right in the cnoT,'and the less questions askod about it tho hotter." On tho day tho Company was to be wound up he oamo to mo with a, proxy to sign for Mr Shaw. Shaw was a director; He told mo tho mooting had boen,on, and had boen adjournod. I refused to sign tho proxy, and said I would attend mysolf, and ho Raid it did not matter as they wore^alUn his sid,e barring Mr Bayfald and Mr Campbell. I aot no shares in the new Company. Dayios came to the Bhop to aftor, that, and asked n\o, if I wantod any shaios in tho now Company, tho Vio« tory Company, Uaithby** le*ao. This, was aftor tho old Defi|Hnoo Company was wound up. Ho s^id, if I wsntcd thorn I 9ould havo thorn, by writing a lo^9Jf to, Raithby. I askod bin), how much, they wore, and wbethor I got them in plaoe, of the othorp. Ho said thoy wero 4d por sharo, and that the now Company has j now got 30,000 shares, and not liko ' it was before— 24,ooo. Before the Htiga/< tion referred to I rofasod Os 6d for my shares in tho Defiance Company. Cross-examined— «lt was Mr M. Bryno vrbo offocod mo tb,o 6s 6d. The shares

are hold joiutly by myself and young Bailey. I to)d Mr Davies I would have nothing to do with *ho now Company. I do not know who Mirßn rofcrrod to when ho said Bayfejld nnd Campboll's side I know.Mr Buyfeild, but I do not know what Campbell ho reforrcd to. I havo no interest in tho proiont application. ' I am not in tho Company formed by Olif* ford to jump the, Dofinnco Compnny. 07) the 25th January I was askod up to Mr Pitt's office by I^r Bayfoild, AJr Buy* feild did not tell me for whom ho was acting! He asked me how it was that I was not taking \|p any shares in the new Company. I never told Clifford that \ Qould give this evidence I cannot re* morabor whether I communicated it to anybody else. ' Eo'Ojcamined— Mr Bayfoild asked mo why I did not take u,p any shares in the new Company, and I told him as thoy had woqnd i|p tho flnfc Company ihoy might wind, up tho other, and therofore tho first Joss w«t tho best, and I would h*vo nottw |ng fyrkher to do with it. I did not know whaWeasons they had for winding up tho i (JJflp^my. I know of %o reason*. I was offered 6< 6d fdr my sljaros, and I didn't sco wh,y they should tell the mine tor JBSQO. Thero waa no meeting called publicly to dispose of the lease. I was not awaro that the Company had been sold [ until told of it by Mr Mirfin on tho day I O&kor's caso was going on. I paid all the oalls due on my shares in the Defiance Company. By tho Bench— Never rocoived a cir* Cttlar from the manager of the Compnny lotting forth that tho objoot of the meeting wai. called to sell tho property or for any other purpose. Leopold Beit— l am a Rharcbroker re» aiding at Hokitika. a was a shareholder in tho Defiance Company, and held 245 shares. I have now a Bimilor interest in tho Victory Company. I purchased tl o shares: 1 was informed by South that after tho old Company was wound up wo would got shares in tho new Company • I bought tho shares from another party in Hokitika. I learned that shareholders in the Defiance Company could get share* in tho Victory Company. The way I got my shares 'was Mr South was visiting Kcefton and I told him to see if the Hokitika shareholders coutd get their shares in the new Company, and ho did so, and obtained 3000 shares for tho wholo of the Hokitika shareholders. I got 307 shares in the Victory Company being one-half more than in tho old Company. Tho b'd Company wn* in 21.000 shares, and tho number in tho Victory Company 36,000. Mr South in his £3,000 holds shares in trust for me. Had a conversation with Mr Diivics relative to thoso shares, and ha said that tho Hokitika shareholders would bo able to bay into tho now Compauy. I commenced the Conversation wit]/ him, but can't recollect the date. It waa beforo tho Company waa being wound, up, and While tho litigation was going on. Tho sale had b?on made to Raithby at this time. I asked Davios if wo wore going to lose everything and ho .said there ■ would bo a small dividend coming out of tho old Company, and that a now Coin* pany was to bo formed and wo could buy in again. Ho did not know tho exact terms then. Ho did not say what position tho Defiance shareholders would hold in tho new Company, I am cerium of that. I can't recollect what ho said to mo about the salo of tho lease. By tho Bo noli— -I was not awaro that tho lease was sold until after the sale had taken place. I was surprised when I heard of tho sale, and I inquire J and was told that the claim had positively been •old. Thn roason given was thalthoro was so much litigation and fighting going on. I was not satisfied with the way in which the sale had been effected, and expressed my dissatisfaction to Davies. Ho said it was owing to the litigation. Tho Wordon— Then it was to provent old shareholders from assorting thoir right to their shares that tho lease was sold. It was explained by Dnvies that tho litigation was certain old shareholders against tho now shareholders. Davies told mo the leaso was sold to avoid corr tajn litigation, and I understood that such litigation was against oxisting shareholders. Ho said a now Company would bo formed, and wo would bo ablo to buy in Again, and it would bo tho same. Davioi explained RaithbyY position stating ttegp ho had bought tho claim for £600. I wn« satisfied so fir when I learned that tbo property had been sold. I paid 4d for my shares, and rccoivod 2£d dividend from the Defiance Crowexaminod— Had only on© conversation with Davies, but can't recollect tho oxaot words. Could havo had more shares in fho Victory Company if I had liked. Arthur D.'Ovlov Bayfoild— l am a sharo hoidor in tho Defiance Company. I- had 1205 shares in my nump.in tho Defianco Company, bat only 36$ in my own rights I beard Of a salo of tho Compa.ny'a pro* party to Kaitbby after the sale took plaoe. Had a conversation, w/ith Davies on tho 'Bth Docombor relative to tho affairs of tho Company, and made n note of what took place. I asked him about shares in tho Viofory Company an.l ho, asked mo if I had bought any. I aaid, no, that I had hoard that tho old shareholders in tho Dofianoo Company woro getting shares in tho Victory. H,o answered, " some of them.'' I asked whothor I was to got mino and ho said, ho did not know, and asked mo whothor I had soon Raithby, I said I had not. Ho then said you bad better see Ijtaithby, I don't know anything about it. On tho 14th Docombor I saw Raithby at Cruahiugton and askod

Win whether ho had :inr shares in tin? Victory Company which t could t.iko Uij and ho said ho knew nothing about me in tba Victory Company- I asked whether ho was not giving shares in the Victory to old shareholders in tljo Dcliinc : nskoj whether ho had any shares in tl»» Victory for disposal, and ho said. " No. not Bt present." Hnd a conversation with Ttaithby on the 16th An«q«. I told hint ■him that 1 bad heard of the salo to him. and espresso I tlw opinion that ho would set into trouble ovor it, nnd ho siid ho thought not that it would be all right. I gave him to understand that I was n, shareholder in tho Defence. Tho con* versation then wandored to other matters, nnd was subsequently renewed when ho said that ir, will bo nil right ns far as I am individually concerned. It i» not all eight for I sco no prospect now of getting my interest. Before tho salo I had a oonvnr* nation with Taploy, this w«s on tho 17'h, August. I asked him whether the Doff anco was really sold, and he. did not answer for. some minutes, and then, slid. " t really do- not know what fo say about if; I wish you hnd not asked mo. I said to him, '' You kn,ow lam a shareholder," and he replied " Yes, you hold a good ttiany.'* I snid I asked you fooling, sure you would tell me tho truth." Ho then, snid, "It ji not sold, you do not think Gullino nnd I won'd do sinh a thin?. th« lcaso is transferred to Rnithhy to hold for the shareholders gonernllr, hut not thesn men who aro trying to get thoir share* back." I then sajd I was clad to hear that much, as from tho first blush of tho ', thing it appeared a swindle. Ho then, said, " Oh, no wo would never do fhar." then asked him whether ho thought it was j a safe thing to do transferring properly in [ that way, and said that it Tould hava. been better if I had boon informed of thin. as I had telegraphed to Hokiiika tho fnrt of tho sale, and that it was a swindle. Wo said, " Wo thought you were working for thoso mon" implying M'Dowal and other* who were standing a short distance off. I said I was of opinion tint somo of them would certainly got thoir shares. Ho then said. " I knew nothing of Mirfin's and Hollinsworth's transfers until those actions commenced." I said thoso transfer* pnrfioularly were very bad as M'Lean said Iho shares woro knocked down 1o th« Company. Ho said, " Yes. so T hear." I then went on to say that I thought tho wholo thing was very bad, nnd ho seemed to agree with mo. On tho 15th August, had s conversation with Mr Shnw, « director in the Defiance Company, t snid I had heard that tho Defiance had boon sold and askod him tbo amount. Ha .it. first demurred to reply, and I snid that surely he as a director oould tell mo ns n shurcholdor. 'Ho f>aid I could aco tho transfer in tho office. I praised him for tho amount, and ho said £500 i After a pause I said ho would get into troub'o tho nmtler, and ho (trot confused. I snid 'of cnurso you will got your shares again,'' and ho did not deny it. I saw him again on tho same night, nndnecmed him of selling property for LSOO when much more could have been obtnincd. and told him 1 would hnvo civen £1000, for it myself, nnd told him ho had noted tho part of a rogue. On tho2;)rd August had n further conversation with Shaw. T { told, him I was glad to find that he hnd not aotfrd &> b*4lv although under * mis* take In the Dcfianeo matter. Without, nurutionintt name* 5 toti htm that t ht«i heard tho prooorty hiit\ been transferred to nvoi.J liability should thoso mses havo jjono agHinst tho Compnny. Ho Raid it W(iß so, nnd it was a pity Darios had netted as ho had done as it would damage tho interests of tho Company. In a sub* sequent conversation with T*plcy h»f told mo that ho knr>w nothiuflf of iho Company's nffnirs as tliev would »cl' him nothing, bijt thnt Mirfi'i hnd told hin> that tho Hokitika shareholders wore nwaro of tho nature of thn sale. I vms not in favor of tho winding up of tho Coriaany I protested agsinst it. I nm n share* broker and (he day More the salo ortho Dcfinnoo I nold shares in the Company at •U, thnt sets tho tn«r!««'t; rajurt of tho property at £4500 on fho day beforo it w«.i sold to RuithWy for £500. Cross-examined— Tito balance of thn shares mm? nnmo beloncrod to Twohillsi The shares for 4^ were sod ti Mr Cjple:". The sale wns n bona fide «me. It was a pure matter of business, I pot his monov, nnd ho got tho "hares know Lynch. Nvnll, B.«kor nnd otheis; was not their agent. nor did not roceiro nny romimerntion, mid there Wns no arrangement between ns tint in the event of their hoing siiocossful that I should receive any portion of the intorest. I searohod tho Company's hooks partly on my own Recount, and partly on others. Saw Mr Pitt onco or twice nbont the flflso. Campbell did not tell mo ho w/is standing to Bnker and pntty in tbn litigation nnl don't boliove bo was. I hare no inlorost whatovnr in this application. I hare been offered ht inroresfc anrl rofuscd it. Clifford as n. principal mado tho offer ro me Do not kmw of nnv agent; of Clifford's ; did not portion* l«rlv authorise Mr Pitt to call upon me, but I had no objection to Mr Pitt making use of ovirionco given, to day. I him not authored any other person to make nso of th^^idencr. I supposo I did tell Oliffoffl Xl to tho cvidonco I could give. ■ J cannot remember whothor Mr Pitt *goko to mo about my sorviccs or v\liether I voluntccrod ; know of an extraordinary mootinc of tho Detiance Company, a.id, recollect a resolution being carried as to tho salo of the property. I, protested against ii. Tho resolution was enrried by n largo majority of a packed, mooting. Tho directors woro authorised, to sell. Tho resolutions woro all cut end dried before hand, the resolutions wore all written out previously, and woro pro-* posed and seconded by directors, William Brown Archer— l was a slutro« holder in, tho Defianoo Compnny. I hold 1,000 original shares ;recollcot. litigation in tho District Court botweon tho Company nnd Baker ; had, a conversation with Mirfin and Davios after tho disposal of tho property ; mot Mr Mirfm in Gilmor's Hotol about a wook after tho silo of tho property, and asked hjra wlnt*a to bo done about my shares. Ho said I suppose you want shares in tho Viototy, v you npply to Mr Riithby I suppose you can got them. Mr Dwvics oamo in at tho moment nnd voined us, nnd I asked mm if I oould get tho s.iroo n\imbor that I held in tho original Company, and h« •aid I supposo you can got thorn on applies. | tion to Rnuhby and paying for thorn. Ho said I would have to pay 4d for them. I wontth«n to DaTio s office, and wrote a lottor to Mr Hailhby npplying for 1,000 «haro», R nd en. oloiedra ohoauo for tho amount, and loft th* , lottor vfith Mr DftTios. Baw Dayioa iubse»

'xvzrrr,. '-i^^^^,.L-j ■ ' v.. 'rr.g quontly, nmlhodftklifloivmointo tho offloo tho trnrmfor would bo exeoutod nnd that Ihnrn ,-vtni ftfthflqua for me. I did not go to tha oflJa#ih«n, and havo not. boen ninnrt.' T think I spoke to Mirfln nbonfc tho solo of tho propovty, IdiflnotkhowMc Railhhy pftraonolly, bnt hhX coon (l)o inriividital in tho •treat.' On the dny of tho gcnoml mating I mmcl puhliolj- to Mirfin, ])a?(oi, Jommy thoßangor. nnd Qulline, that I wm very m^noh annoyed nt the notion of tho simreholdern In impowor* >ng tho directors to Roll my property. I Bftid that if there won a Bwinrllo why. nhouifl I not have been orlmittftd to n t>\nr6eftha pliuidrri Miifln Raid koop cn«y o id man your intercut will bocoenrcd. Nothintr was.theii wdiAmn .Haifchby. bijt Bjihppquontly wtjen t hftnrd of thn tran«aolion nnd llaitlibv T «ad T Wd'nnfc know anything ahoufc Ttnithby, nnd Mirfln said ho wan np much ft fltrflnjfm* to him nn to mo. I roroivod n circular .ofthft mcfitinar of shnreho!d«r». They would gtvo me no inforinaMorji a». tho m?H[ni( n» ' to why thn property uhonld bn nold nnd thnt.V what, an MOv"d mo. I eiiiM not ftfinprt.tin n<» to y»hethor Bjjjthby had pitrphaaed but and out or on behalf of tho Company. Altonn'dor M'Rua—l «m \n pflt-tnership vtith Bonar. TIo Dm th« holder of nhnros in tho Dofianno Oompmy. I onnnot otate tho numbor. I know ]Wr TlniMibv. In Nowmbor h»t had a flonvoMftfjon with Rfr Tfnithv rnl»tive to tho Doflancft oha'-fla, 1 Anfad him vrhflthpr Mr Bonar'n fntcrnat \n tho Beflnnro I would be protonted. nnd he-. gave mo no Bfitld* ' faotory nnswor, Ho wan Tory flunrded in jjrhftt he oaid. Ho nald tho xnlo wn» n. Bonn (ldo one,' 1 got np inforwnlion frain him. Hnd a conroraation with Mr Duvios on tho enmr night in roferonoe to tho aharon. Ho told tnfi Mr Bonar,'* Jn^erext would bo protected. Ai far as I romonibor lio eaid it wn« fo bn protootfld thronch Mr South. This v/m about the middle of Novcmbor lost, '], I think Mr . South holds about 15flOghnro* for Mr Jlonnr !Tho money wns paid to Mr Ball;. I dorA think Dftvion explained fully to me how Mr Bormr'd shnroA wore to bo protected. Thavr no fnteffldt in thoso pmrtirnlav flharos. When 1 wa« leaving Hokitika Mr Honar rtqueatod mo to make incjuiri'Hi about the ehnro*. Cro9»ioxnmlnod— When I npoßflto Enithbv I may hnvo wild t,ho '• Hokltika flharcholdei-p" or Mr Bonnr. Ho unid he had nothing to do ffltytna Defiance flhftreholder». 1 loffßftithby uudor tho impredflion that ho ownod tho lot, and i hat ho could do what he likod with tho piO,)erty. % the Court— Dwies led mo to boiiYvo jt'iat »ho interests flow Bouth would bo pr>-u-otfd. 1 gpoko to Davicdhoooußo V»e wiis the Ja«al mannger of tho Bcflanoo, and I tbmuht I would ret *omein''Qrfnfttion frotn him. Bavin ahowed me tho "Dnod of A««oflintlon of tho Company and explained that thf fiOOO nharou in South'* nnmo wore owned by Mr Bonar, Mr Smth. nnd other* in HoVitlk-j. W. .T. Shftw— 1 am a bqotmakor. I was n dirrfotor of the Deflnnoo Company. I con* . tento \ to tho iiftlo of thfi Company'fl property to Mr Bulttibyi I saw Mr Raitlibv when he flame to parnimoe tho property; It wftt [n Mr JHrW offlno. There wa« no arrangemßnt that I know of that Mr Raithby wm to hold the proporty for the old ohareliolder*. Npth^ Jng of tho kind wan talked about in mv he»r-----m, I hnyo fI.OOO shares in tho Victory Company. I had 7CO in tho IManflo Oomponv. I boucrht tho Victory almroa (Vom.Mr Tlaithbjr ut 4d. Bemomber Mr Bayfeild ooming to my plioo onco or twiVo in rofermioo ♦d thn old Deflnnoo Company, I nan enaronlv ««y whnt I naUl to him or what, ho oaid n» ha wflg vory axcitod. I did not tell him why the proporty wa« sold. Ho naked mft, but it in no long nso thnt I do notr emembor what took plnce. I thii'k ho did toll mo 1 Imd *'<*'* 1 th-y pnrt of a j?.)guo j ho did not explain yfai ho thoutrlit so. Tho oonvemaiion w»9 throo , month* wo, and aubwquently he o«Ttto "untl 1 atjrOlpgM, md suid ho had ffl««d otlfc trero not no brtd n» ha bad tbdfJßht. I ' don't whtt fc ho referred to f ho talked to me a lopg tlmo, Own examined—- 1 do not remember do-* murrinn to reply when BnyfeiW *<fiw& nic what tho p'roporlir wan *6\& for. I did not trtl him I got my flhare irt tho now leaao, Don't j'OcolWfc whethw I did or did not. t^U him that tho flab was to nvoid liability In the ufont of litigation. Authority to «01l tho property wne given nt n gonarnl meetlnaj of nharofihol<lor»J Itaithby cout<V Imvo sold the property to any ono ho thought proper, Uho flftta wm mado with tho sanction 'of oil the <lifcetOM. ''„ '.' ' By the Bench— Th»,llH«jntlon rcfemd to wai that befwooio tho T)ndanco Company, and < Baker and othori to thoir named inaorted pn the rflffintflr, nnd rather than moot the notion roßoirocl to part wUh the pre pnriv, and that /wt'o, i who authori)»d by the rc«oluiion f>( th« pep^ral moetin{{. Tho prloa of t to proporty was fixnd by tho general mooting witi 11500, butltim not ftfro of thfe, I do not know of tho valuo of tho pt-oporty, t I raid 6» foi) Bpftanno »hftwu boforo tho llti« pntion. but after *ard» they hod no valuo at nit, I oan't say how tho litigation nfTootcd tho vnluo of , tho mln«. 1 was not told by f\ny ono to apply to Mr Unithby. I bought iho almces fromßaKhby, but paid thfl monoy to I)av{(>»: I think the proporty wa* offered to one or two, but Ido not knovr how it wno sold. Tho flharca In my namo aro oil my own property* Aom,uol O-ilmer—T wnn n. ohar'eboidor In tho o^l T)fflanoc« I h(ld V 6 »l\aw». 1 h&ra * aharoa in the Victory ComWT, nnd p*W Od per share. I got thorn from Kttlthby. I ■was told by D«vin<i to apply to Rajthby, I bought in originally for c«, it tnitjtit; bd a month or a fortnight boforo ttto l*liß, Wh#h I hrard of the dale to Baithby I wenl to Davlra nnd tnld him id was jJrcUyhot buy« jng into tho Doflanoo Oomnany ati 0», and fl« ding tho pronorty »q! I. Be wid that by applying to B&ithby X oould get shari» in tho ' now Company. Ido not conild«f that &SQQ vim ft fair (turn for the sale of tho property. I undor«tood from a converijatloiv I nadwlth 7><tvifs that ho had to moot tho Doflftnoe bill, He Ihnn «nid hQ had to hunt up monoy to moot thn bill, •. ■ * , {I Orons-Mftmlned-rl owear to, tho oOrrecttncAft pfwhat I b^vo fl^Sd, Daviqa oaid that ho had to so nnd look up noohoy to moot the bill. I nfiyor ■ kn«w tho bill WM in exUtenco until that time It wa,o before- lunch time tho oonvftnjation toakplaoo^ .'■;■' , By tho Court—l undo^tood that my in-« teVcHt In tbo Vlotory Company' wm to be proportionate) to my interest in the DofUnco Company. I understood this from Dnylca. I navor kn^ the property won s.old until after the sale, :