The Hawaiian star. [volume] (Honolulu [Oahu]) 1893-1912, 1899-10-20
DECISION IN FAVOR OF COLONEL
SOPER.
San Francisco Subscribers Must Have
Their Stock and Complainants En-
titled to Full Commissions.


against B. F. Dillingham; and in favor
of Colonel j. II. Soper and the Soper
subscribers to stock.
The Waialiua Agricultural Company
is ordered to issue the stock to the
San Francisco subscribers, and Mr.
Dillingham; is required to pay to the
complainants $62,S75 in cash as a part
of the damages. In addition to this Mr..
Dillingham; is required to deliver to the
complainants 5751A shares of paid up
Waialua stock. AS this stock is now
worth $15750, the amount in cash would
be $lO6,341.25, or a gross total of $780,
216.25 to accrue to Soper and Valentine
There will be an appeal to the Supreme
Court, and the end is not yet.
The decision is in sixty-eight pages
of closely typewriter matter, thirty
eight of which are taken up with the
correspondence of last year between
respective litigants. In the remainder
of the pages the court presents the
case.
| The suit was an action brought by
Soper and Valentine against b. F. Dill
| ingham and the Waialua Agricultural
| Company. The cOmplainants alleged
| that by an agreement in writing known
| in the trial of the case as the letter
| of June goth they were given a con-
! tract to float 10000 shares of the stock
of the proposed Waialua Company in
|
! pensation agreed on; that they did so
! float this stock, but that in the mean
while Mr.. Dillingham; had sold or pur
ported to sell this stock to other par
| ties, and refused to deliver it to their
| order to the San Francisco subscribers.
! They asked the court to declare Dilling-
ham a trustee for this stock; that the
Waialua Company be ordered to issue
| the certificates to their vendees; and
| for damages from Dillingham;. In it's
| essentials the decision of the court fol
| lows:
At the hearing complainants claimed
that in and by the letter of June 20,
1898, Mr. Dillingham; assigned to them
his right to place 10000 shares of the
| assessable stock of the proposed cor
| poration: that the assignment was for
a valuable consideration, irrevocable
and unconditional; that the letter of
August 16, was merely show" letter
and not intended to rescind or take the
place of that of June 20 that the sub
sequent attempted reVoCatiOns contain
ed in DillinghamS later letters were
futile. and of no avail; that the COM
plainants accomplished the placing of
the stock within a reasonable period.
They also claimed that Dillingham; was
still trustee for the stock for the bene-
fit of complainants or their order.
The other side claimed that the let
ter of June 20 was merely an option,
and that the letter of August 16 was
another option, based upon changed
conditions the former option having
not been taken up.
The decision on this point is that the
letter of June 20 was explicit and that it's
instructions We're, up to this time, be-
ing carried out
Moreover, the court thinks the letter
of August 16 was merely a show let
ter, and that Dillingham; did not at the
in1n inf tnTl6 n tDl lgn IA 9 u
The second point of the contention
was that there was a valuable cOnsid-
Grafton. The court finds that in the
change of deals in May and June there
was a benefit to Dillingham; and a de-
triment to Soper.
The next point, that Mr.. Dillingham;
had not the right to dispose of the
stock, it is decided that Mr.. Dillingham;
was a subscriber for the 10000 shares
in dispute. 1t is ruled in the same con-
nection, however, that conditional
promises of stock by Mr.. Dillingham; tC
local parties We're not actual sales. The
court holds that the legal title to the
stock is still in Mr.. Dillingham;. Their
the court adds:
Just what the rights of the Homo
lulu subscribers are as against Dilllng-
ham and Castle & Cooke and the other
original subscribers, or what remedy
if any, they have, need not be now de-
= |
best their equities are in other respects
equal to those of the San Francisco
= subscribers, but that in respect to tim,
those of the latter are prior and mus
prevail"
The court adds in conclusion: "a de
cree will be signed upon presentation
} declaring respondent b. f. Dillingham;
to be a trustee of the 10000 shares o
the assessable stock of the Waialua
Agricultural Company, Ltd, subscribed
for by him, on October II, 1898, and now
held by him, to the use of complainant
for the persons above named with
whom complainants placed the same il
l San Francisco, Cal, and requiring saiC
! respondent to transfer the same to tn,
= compliments for the purposes afOre
| said and requiring the respondent cor
l poratOn to issue the certificates there
of to the complainants for the purposes
= aforesaid; and further ordering the re
spondent b. f. Dillingham; to transfer
5 and deliver to the compainants 575h
: shares of the paid up stock of the saiC
=. Waialua Agricultural Company, Ltd.
and to pay to said complainants tn,
! sum of $62,S75, being the proceeds Of
524R other shares of paid sup stock, a;
damages"
To summarize Mr.. Dillingham; is de
' clared to be the owner, by subscription
5 of the 10000 shares of Waialua assess
able stock, being the stock in question
and being entitled to dispose of same
that a distinct contract to sell same
was given to Colonel SOper and Mr.
: Valentine, and that the contract wal
carried out within a reasonable time
that Mr.. Dillingham; made conditiona
sales of the same stock to subscriber
, here, the condition being that the!
! should have it if Colonel Soper had no
= sold it in San Francisco; that the sub
-, SCribers in San Francisco are entitled
to the stock and that Colonel Soper AM
Mr.. Valentine are entitled to their com
missions for negotiating the sale o
same The award of cash and stool
above mentioned is to cover the latte
item, the paid up stock being figure
on a basis of 800 1t is held that Will
the Honolulu subscribers also have
g claim on the stock theirs comes afte
e that of the San Francisco subscribers
:, the latter being the first to be satisfied
I'll nj