The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1899-10-21
THE WAIALuA CASE
Judge Perry Renders
Sweeping Decision.
The Plaintiff Soper Gets About
Everything He Asked for In
His Complaint.

Judge Perry yesterday morning
handed down his decision in the Soper-
Dillingham; Waialua Agricultural Com
pany case. which has occupied the pub
lie interest for so many months. The
property interests involved in this case
were so large-amounting To- a million
dollars-the Importance OF the issues so
great and the amount OF testimony so
voluminous that the decision was not
expected for some weeks, although the
final outcome was foreshadowed in
questions submitted by the court to- the
attorneys a few days ago for further
argument. 1t must be patent TO every
one that Judge Perry has taken into
consideration the large number OF peo-
pie pecuniarily interested in the con-
troversy and has worked night and day
on the case since it was submitted. Nor
should the court stenographer. Mr.. J.
w. Jones, be denied a need OF praise
in this matter, for the rapidity with
which he has transcribed his notes has
contributed much TO an early decision.
The judgment OF the court in this
case covers about one hundred pages
of ordinary typewriting. The history
of the case is gone into from it's incep-
ton and all the important correspond
ence between parties is reproduced. In
a nutshell, the court DEGREES that the
plaintiff. John ii. Soper, is entitled to-
what he brought suit for. This is more
fully set out in the final portion of the
decision, which is copied verbatim. as
follows:
To recapitulate, then, If the com
penSation provided for by the letter of
June 20 has become due to- the COM
plainants, such compensation consists
of five per cent of one million dollars
in paid up stock, to-wit, 500 shares.
1919 additional shares OF paid up
stock remaining out of Dillingham's
600 of the 1900 shares for promotion
expenses, and the sum of S62. S15 cash
being the proceeds OF 52i1. shares. the
balance of said 900 shares of paid up
stock (600-751a).
The question of non-joinder ofpdrties
defendant has already been passed up
on on demurrer.
AS to the jurisdiction and remedy.
The amended bill of complaint was
filed November Is. 1898 and the amend
ment thereto on January 81, 1899. The
averments of that amendment, made in
consequence of the ruling on demurrer
are. that said stock is not offered ON
the market or listed on the Stock EN-
change, is not easily or readily to be-
obtained, and that its value is not cas-
H. =, IL
veloped condition of the corporate
property and TO other causes of pub
lie nature" The rule applicable To this
subject is stated by Cook Claw OF
Stock and Stockholders $ 1881 thus:
An entirely different rule prevails as
regards contracts for the sale OF stock
of private corporations. II the stock
contracted to- he sold is easily os-
| tanned in the market, and there are no
| particular reasons why the Vendee
| should have the particular stock con
| tracted for. he is left to- his action for
! damages. But, where the value OF the
/ stock is not easily ascertainable. or the
stock is not to be obtained readily else
where, or there is some particular and
reasonable cause for the vendee'S re-
| quiring the stock contracted to he de
| livered, court OF equity will decree
|
vendor to- deliver the stock" The
| stock of the respondent corporation
was not listed on the Stock Exchange
until March IL, 1899; such OF the as
! SeSSable stock as was dealt in on the
! market consisted of the unauthorized
and void over-issue above described
! except possibly n few shares belonging
to those who. while they signed the
later Castle a. Cooke and Others" sub
scription list had also signed the orig
inal list. (but whether or not any OF
the stock belonging to any of these par
! ticular holders was offered on the mar
ket or was obtainable prior to Janu-
airy 81, 1899. does not appear in evil
| denceD. Certainly 10000 shares OF n
valid issue were not easily or readily
to be obtained. / further find from the
| evidence that the value OF the assess
able stock, prior to January 81. 1899. Is
not easily ascertainable. Those OF the
witnesses who testified on the subject
were unable to- state what the value OF
such stock was or how il could be as
certained. The value OF the paid III
stock at the time. even If IL could bs
ascertained. which would seem not FIRE,
from doubt upon the evidence. woult
as the testimony clearly showed. no
be a criterion of the value OF the as
sessable. Under these and all the othei
circumstances of the case, | find tina
the damage resulting from the failur,
to transfer the 10000 shares would b,
incapable of exact ascertainment. il
other words. that the injury would b
irreparable within the strict definition
of that term. and am therefore OF tn
opinion that the remedy at law woul,
be inadequate and incomplete and tina
only in Court of Equity can complet
relief be obtained.
! 1t is further contended on behalf q
the respondents that even IL all tn
questions hereinbefoUe considered ar
passed upon favorably TO the complain
ants, nevertheless no decree concern
ing the 10000 shares can be made n
prayed for in thS bill for the reaso