The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1899-01-26
Pair Of Decisions in the Waialua
Stock Case.
CONTEST FOR A BIG BLOCK
Decisions on DemurrerS-Opin
by Judge Perry-WilI Be
Further Action.

Judge Perry yesterday filed his de-
cision on the demurrer in the case of
James a. Hopper ct al. VS.. The Waia-
lua Agricultural company, Ltd. The
demurrer to the bill of complaint sets
up five grounds: First, misjoinder
of parties plaintiff, the rights of each
o. the compliments being separate and
Individual; second, misjoinder of par
ties defendant, to-wit: all of the de-
PENDANTS other than the Waialua Agri-
cultural Co., Ltd. third, the nOn-joind-
err of necessary parties defendant, to-
wit: the parties to whom it is alleged
defendant, the Waialua Agricultural
Co., is about to issue the shares of
stock in question; fourth, that plain
tiffs have plain and adequate remedy
at law; fifth, that the bill does not
state such facts as would entitle the
complainants to the relief prayed for
or any relief in court of equity"
The demurrer is sustained on the
first and second grounds alone. The
merits of the case are not in any way
| effected and separate bills can be
brought.
A decision on demurrer is also filed
| by Judge Perry in the case of John H.
Soper and E. S. Valentine VS.. b. F.
| Dillingham; and the Waialua Agricul-
tural Company, Ltd, bill for declara-
ton of trust, specific performance, and
| ~, i- ole hat 10 l.;
| of plaintiffs fails to state whether the
stock can or cannot be purchased in
the market
| This being true it is assumed that
stock can be purchased and that there
is a remedy at law by instituting a
damage suit TO recover the difference
| in price paid. 1t is probable that an
amended bill will be filed alleging that
the stock in question cannot be pur-
chased in the market.
A part Of the decision is as follows:
Respondents demur to the amended
bill of complaint on the grounds:
First. That the complainants have
not set out in their bill or attached
thereto a copy of the contract or vouch-
er upon which they found their claim
second, that said bill is defective for
| want OF parties, to-wit: the parties to
whom it is alleged the defendant cor
pOratiOT is about to issue and deliver
the shares in question; third, that
cCmplainants have a plain, adequate
and complete remedy at law; fourth,
that compliments have shown no suf-
ficent or legal consideration to sup
| port the alleged understanding on the
part of the respondent, b. F. Diiling-
ham; fifth, that the bill does not state
facts such as would entitle the COM
| claimants to the relief prayed for in
any court of equity or any relief.
The decision says in referring to the
third and fourth grounds: The allie
cations contained in the bill show that
compliments, claiming to act as the
agents of respondent Dillingham;, and
with the knowledge and approval Of the
other respondents, sold, for said Dill
bingham, to various parties in San
Francisco, 10000 shares of the capital
stock of the respondent corporation
| then in process of formation, and re-
| ceived from such purchasers, ten per
| cent of the par value of the same as
required by said Dillingham;; that
| Dillingham; had promised and agreed
| with cOmplainants that if they should
succeed in selling said stock, he would
Fay them a certain stated compensa-
| ton in the form of paid up shares of
| stock in the same corporations; and
| that Dillingham; now refuses to deliy-
er the 10000 shares to the purchasers
land also refuses to pay to complain
| ants the agreed compensation. in the
| United States the general rule is that
courts of equity will not decree specific
performance of contracts for the sale
| or transfer Of stock in commercial, ag-
riCultural or other similar corpora
| tons, the reason being that the party
| aggrieved, in the event of a breach OF
such contract, has complete and
adequate remedy by an action at law
| for damages. Other stock in the same
| corporation can generally be pur-
| chased by other sellers, though at a
different price, perhaps. the difference
| in price constituting the measure of
damages. There are exceptions to the
rule, as where, from the peculiar cir
cumstances of the case. the remedy at
law is inadequate, or the injury suf-
fered is irreparable, within the true
meaning of the term. The facts stated
in the bill do not, in my opinion, make
out such a case as would fall within the
exceptions. ComplainantS have a COM
plete and adequate remedy at law so
far as appears from the bill. Nor is
the case presented that Of trust, such
as would entitle cOmplainants to relief
in a court of equity.