A COMPANY OF TWO.

Taranaki Daily News, 2 July 1921, Page 5

A COMPANY OF TWO.

SHAREHOLDERS IN A FARM ONE DISMISSES THE OTHER. “A GILBERTIAN CONCERNS By Telegraph.—Press Association. Auckland, Last Night. The affairs of a private company having only two shareholders were investigated before Mi*. Justice Adams in the Supremo Court to-day, when Garrett Peter Barry (Dr. Fitchett) one of the shareholders, petitioned for the winding up of Mataia Limited. The petition was opposed by the other shareholder, •David Robinson (Mr. Rogerson). Dr. Fitchett said the company was formed in April, 1920, for the purpose of purchasing Mataia Farm at Glovit, North Auckland. The capital of the company was £6OOO, of which the petitioner subscribed £l5OO and Robison £4500. Both petitioner and Robison were to work on the farm at the current rates of wages. Since the incorporation of the company the 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 up and the assets realised.

“The position is Gilbertian,” Dr. Fitchett said. Robison claimed to be managing director, with a casting vote. The quorum at all meetings was ono, and the registered office of the company was the farm, which was 2600 acres in extent. There was nothing to prevent Robison holding a meeting on a stump in a paddock and passing a resolution with himself as the sole shareholder present.

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

Mr. Rogerson said 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 his work.

Dr. Fitchett 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 on 64 days, and 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 be effected, and in the meantime he could use it for grazing purposes. On the last occasion, in January, when petitioner returned to the farm, witness decided to dispense with his services. Barry had previously said he did not want to work on the farm again, and witness accordingly called a meeting of shareholders, and* passed a resolution dispensing with Barry’s services.

In reply to the Judge witness said 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 I passed the resolution. The meeting was held in the kitchen.

Air. Rogerson said that under the articles of the company one constituted a quorum.

His Honor (to respondent): You were addressing a helplessly intoxicated man. What did you say to him? Respondent: I simply said, “I move that Barry’s services be dispensed with.” His Honor: What did he say? Respondent: He did not make any remark, and I then closed the meeting and went to bed.

His Honor: How did you close the meeting?

Respondent: I simply said, “This meeting is closed.”

His Honor said the farce ((escribed by witness appeared to be absolutely illegal.

Air. Rogerson said the articles of the company provided for a meeting of one. His Honor said such a meeting was impossible. Two persons could meet, but not one.

As the Judge has to leave for Wellington it was decided that counsel should forward written legal argument to him.