The Hawaiian gazette., 1896-03-20
OPINION OF THE COURT.

OPINION OF THE COURT.
This matter comes before this Court
upon several appeals rom a decree and
rulings OF the Circuit Judge, First
Circuit.
The petition shows-that plaintiff
and defendant ere Hawaiian corpora
tions doiag business in Honolulu /:
that defendant is indebted to plaintiff
in the sum of S5lS4 IS; that the bust
hess of defendant is managed by a
board OF directors elected at an annual
meeting for one year, which board ap
points a manager; that the said board
consists of five officers, president,
vice. president, treasurer secretary
and auditor, S. F. Graham being
secretary and treasurer, and also the
manager; that said manager has re-
Gently left the country secretly, leav-
ing defendants affairs in very I'M
satisfactory and uncertain condition
and that minority only Of said board
of directors are now in the country ~
that defendant has made no return to
the Minister OF the Interior since July
], 1898; that there Is now 10 legally
appointed manager and no lawful
board of directors in the country to
manage defendants affairs, take
charge Of the property or appoint a
manager; that "plaiDtiff is informed
and believes that Defendant
is insolvent and if now wound up
would be unable TO pay its debts 10
full but that by careful management
of its affairs and continuance OF its
business there is strong probability OF
its being able tn meet IT'S obliga IONS"
that if n receiver Is appointed with
aul bOrity TO take charge ot the pro
perry, crllect accounts aud carry Oh
business as necessary from time to
time, sell property under the direction
ant authority OF the Court, the in-
teresis of all conc Tned Will be best
conserved. And it is prayed that
defendant be summoned, that re-
ceiver be appointed, aud for such Or
ders and DEGREES in the premises as
shall be needed in the circumstances,
etc.
Summons was issued on January S,
1896, returnable forthwith And a
notice to appear addressed to J. 5.
Walker, auditor, AM J. d. Holt, vice
president, was filed the same day.
Upon this is endorsed their admission
of services
On January s, 1896, the matter was
beard, the two directors named being
present besides representatives OF
nearly all of the stock in the defend
ant corporation, and upon evidence
being taken in support of the bill anu
Oh consent and request of the two di-
rectors and Representatives of over go
of the $50 shares, Cecil Brown, E-q.,
was appointed receiver.
The receiver at once took possession
of the pioperty of the corporation,
and carried OF the business, adver-
tised for accounts, made collections,
and received offer for the purchase of
defenoant's property. Upon The 5tb
of February, he filed report showing
debts Of over $4,000 and assets com
prisiug lease from Mrs. Moorhead,
horses, carriages, feed and other para
pharualia of livery stable, for which
he had received an offer in lump
sum OF $500. He asked for authority
to sell the property, pay the expense
OF the receivership and distribute the
remainder OF the purchase price among
the creditors pro rata, first paying Mrs.
Nuorhead the full amount OF reut due
her. Upon the Sth of February he
filed further report stating that he
had been offered by two parties $3.50
and asked for instructions. Upon this
an order was made that the property
be sold at public auction on the upset
price of S475O. This sale has been
postponed from time to time.
On the 23d January, 1896, papers
were filed in the Circuit Court in
equity entitled 81. w. Mcdonald,
Margaret Moorhead and All Hin We.
Club Stables Co. Ltd. etc., and Cecil
Brown, receiver" Although by the
title it would appear to be different
action, it has been treated all through
as u motion in this case and will be TO
regarded. Leave is asked to enter
proceedings in bankruptcy against
the Cub Stables The motion is sup
ported by affidavits showing that Nc
Donald and All Hin are general cred
itors and that Mrs. Moorhead is enti-
tied to five months rent in arrears
The motion for bankruptcy proceed
ipgs was denied, as were motions sub
seouently made for leave to distrain
to uuash the proceedings and for per-
mission to the receiver 10 raise money
to pay the rent. Appeals were taken
to this Court by Mrs. Moorhead,
Messrs. Mcdonald and All Hin from
the orders overruliDg such motion,
Except the last) and the order of sale
ami from the order of appointment Of
the receiver.