The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-05-04
GOOD FAITH QUESTIONED.
New Light on the Part of C., A,
SpreCkelS in the Oceanic
Suit.
HE TRANSFERRED HIS STOCK
Peculiar Standing Shown In an
Answer to an Amended
Affidavit.

Considerable light was thrown upon
transactions leading up to the petition of
c. A. Spreckels for a writ of mandate
against the Oceanic Steamship Company
by document filed with the County Clerk
yesterday. G. A. Spreckels had asked the
Superior Court to compel the company to
hold an annual meeting. Now it appears
tn at this application was not made in good
faith, but. IN the language of the paper
referred to, was instituted "to embroil the
corporation in vexatious, injurious and un-
necessary litigation" These allegations of
the answer are supported by others of
highly damaging character to the standing
of G. A. Spreckels in court.
The document in question was an an
swer to the amended affidavit in the case
of G. A. Spreckels against the Oceanic
Steamship Company, J. D. Spreckels,
Charles Goodall. A. L. Tubbs, A. G. Tubbs
Claus Spreckels, G. M. Goodall and A. B.
Spreckels, and was filed by the defendants,
represented by Delmas & Shortridge.
After the customary general deniais, the
defendants advance from the defensive to
interesting particulars showing the posi-
ton of the plaintiff, G. A. Spreckels, in
the matter. The answer states:
And further, for a complete showing of
cause why the prayer OF the plaintiff should
not be granted nor any writ OF mandate be
issued, the defendants aver that the regular
annual meeting of the stockholders of the
Oceanic Steamship Company was duly and
regularly called and held on Monday, January
81 1895, at IL O'Clock, at the office of said cor
poration in this City, and that ma jority of
the stock of said corporation, to wit, the sum
OF IL ,544 shares, was represented.
That the plaintiff was not and for more than
ten days prior to said date had not been
stakeholder of said corporation having any
stock thereof in his name on the books OF the
corporation, and was not entitled to be present
or to vote thereat.
The contention that the annual election
was not held then is met by the allegation
that the bylaws of the company authorize
the retention in Office of the board for one
year after its election and that those repre-
sented at the meeting referred to were
content to have their officers remain in
office. For these reasons the defendants
had not called meeting since March 16,
1885, as demanded by plaintiff.
Then follows some further throwing of
light upon the transactions of G. A. Spreck
els in the company prior to the annual
meeting of January 81, 1895. 1t reads;
AS further answer, the defendants aver that
on January 10, 1894 the plaintiff had $500
shares in the company, but on that day trans
ferred all his shares to one c. S. Wheeler, in
whose name it stood at the time of the meet
ing; that this transfer was not made in good
faith nor with any honest purpose, although
Wheeler, by asserting that he was in
good faith the owner of the shares.
caused himself to be elected one OF
the directors of the company. On January 81,
1895, Wheeler retransferred the shares to
c. A. Spreckels, though not on the stockbook
of the company, and c. A. Spreckels appeared
at the meeting on January 81 1895, and de-
clared that Wheeler was not the owner or
holder of any stock and never had been bona
fide stakeholder, and therefore demanded the
right to vote the stock.
Then fellows a general summing up of
the position of the plaintiff, G. A. Spreck
els, in the matter, as follows:
''That the plaintiff in maintaining the
action to interfere with the discretion re-
posed by the bylaws in the directors is
not acting in good faith nor with any hon
est purpose to further the interests and
welfare of said corporation or of the stock
holders, but on the contrary is endeavor-
ing to foment discord in the administration
of its affairs and to embroil the corporation
in vexatious, injurious and unnecessary
litigation without any reason therefor, and
to annoy, harass and vex the other share
holders of the corporation, who are in
accord and are opposed to all the schemes
and efforts of the plaintiff to create dis
cord.
tThe defendants further aver that the
plaintiff has transferred and hypothetical
said stock, and that the same is under the
control of other persons.
For these reasons the defendants pray
that the plaintiff take nothing by this pro-
ceeding, and that the alternative writ of
mandate issued herein be recalled and dis
missed and that no writ of mandate issue,
and that defendants have judgment against
said plaintiff for their COSTS