The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-04-20
WAS NOT IN GOOD FAITH.
The Demand Which Was Made
Upon Oceanic Steam
ship Directors.
Arguments Upon the Law In the
G. A. Spreckels' Mandate
Proceedings.

The greater part of the day was taken up
in Judge SeawelPs court in the argument
upon the matter of c.. A. Spreckels' man
damus proceeding against the Oceanic
Steamship Company yesterday.
The original affidavit filed by G. A.
Spreckels was demurred to upon many
grounds and new affidavit was filed in its
place. 1t alleges that J. D. Spreckels is
the president of the Oceanic Steamship
Company and the others are directors,
Claus Spreckels having been added to the
directory on January 25 1895; that the cap
ital stock is $1,000, 900, divided into $4,000
shares, of which complainant owns $500;
that he is the largest stakeholder; that the
directors refused to call an annual meeting
of the stockholders for the election of di-
rectors; that the time of the directors ex-
pired on January u, 1895; that demand
was made on March Is upon the directors
to call the meeting; that the purpose of re-
fusing to do so was to prevent him from
having representation.
Upon that showing an alternative writ of
mandate was issued directing J. d. Spreck-
els Charles Goodyear, a. L. Tubbs, A. G.
Tubbs, Claus Spreckels, c.. M. Goodall and
A. B. Spreckels, as directors of the Oceanic
Steamship Company, to either call meet
ing of stockholders for the election of
directors to serve for the current year, or
to show cause why they should not do so.
To the affidavit upon which this writ
was issued, the defendants demurret' say
ing that it did not state facts sufficient to
constitute a cause of action. 1t was upon
this issue the argument Of yesterday was
based.
In the opening argument Mr.. Shortridge,
for the directors, called attention to the
facts the affidavit alleged that a demand
had been made on March Is on the board
of directors to call the meeting, and the
proceeding was commenced on March %.
1--WE take the position" he said, that
the affidavit does not show the demand
was made in good faith, and we deny that
an earnest demand was ever made upon
the directors to call the meeting. It was
at most a simulated demand made only for
the purpose of putting the machinery of
the courts in motion.
sThe affidavit shows on its face that in
sufficient time elapsed after this simu-
lated demand before the commencement of
this proceeding; there is no showing that
there was, between the 18th and the sd of
March, a meeting of the board of directors,
nor that at such meeting the demand was
received considered or refused"
G. A. Spreckels was a stakeholder at the
time of the annual meeting, and could not
question the acts or the directors regarding
the meeting.
The contention of the other side was out
lined by Mr.. Cole in his opening remarks.
'This is an action in mandate" he said;
"a proceeding provided for whenever there
is not plain, speedy and adequate remedy
at law. The law will presume that the
plaintiff was stockholder-"
Judge Seawell, stopping the speaker,
said: ''As matter of pleading l do not see
how could hold to any such presumption,
especially as this affidavit has been amend
ed once before
Continuing, Mr.. Cole sought to show
that the directors and only the directors
could call the meeting he wanted.
No decision was rendered, Judge Seawell
stating that he would take the matter I'M
der advisement and render his decision on
Tnesdav