The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1903-08-07
.BOLTE VS..
BELL|NAS
Perry Reverses the
Decree Of De
Bolt.

OOlls
Justice Perry the Supreme Court re-
verses the decree of Judge De Bolt and
remands to him for such further pro-
ceedings as may be proper the case of
c. Bolte, e. X. Bull, j. j. Sullivan and
Paul r. Isenberg, on behalf of them
selves and all other stockholders in the
Club Stables, Limited, corporation,
against c. II. Bellina, w. E. Bellina,
III. II. Perry and Club Stables, Limited.
THE CASE STATED.
1t was a bill in equity to restrain C.
II. Bellina, as manager of the corpor-
alton, from paying to himself and to
w. e. Bellina and II. H. Perry, as as
sistant managers, certain salaries al
legged to be exorbitant and excessive,
and for an order requiring these three
respondents to repay to the corpora
ton all moneys received by them as
/ sandy lioiii september L, lJUl, over
and above the amount of a reasona-
BILE compensation for the services rem
dered by them.
The court below, on motion of re-
spondents, dismissed the bill at the
close of the complainants case "for
insutiiciency of proof and lack of equi-
" n al Cob u;
ruling by plaintiffs, but Isenberg and
Sullivan afterward withdrew their ap-
peals. The Supreme Court lays the
law down as follows in its syllabus of
opinion
LAW SUMMARIZED.
Directors stand toward the corpor-
alton in the relation of trustees to a
cestui que trust, and when they vote
to themselves salaries or other COM
pensation or services such salaries or
other compensation cannot be allowed
to stand unless shown to be fair and
reasonable.
FACT AND LAW.
From the undisputed evidence the
court, in the body of it's opinion, gives
findings of fact and law. C. Fl. Belli-
ma was appointed manager by the di-
rectors at a meeting on September 9,
1901. In the end of that month he fix
ed the salaries of w. e. Bellins and
II. Fl. Perry as foremen or assistant
managers at 5000 each a month. Be.
sides these salaries the foremen had
the free use of cottage belonging to
the corporation heretofore rented at
the rate of $40 a month. At a meeting
of directors on November IA, 1901
Bolte Perry and the two Bellnas pres
ent-the salary Of the manager was fix
ed at 5000 a month from September TO- |
1901, Bolte voting against the motion |
on the ground that such salary would |
be excessive.
PROTEST VOTED DOWN.
No formal complaint was made a
5ainst the salaries until August o, 1902,
" hen, at meeting of directors Bolte
moved, seconded by Isenberg, that the
IhIee salaries be reduced 500 a month
each, but Perry and the two Bellipas
voting against it the motion was lost.
On December l, 1902, Bolte and Bull
addressed a letter to the board of di
rectors, protesting against the salaries,
as being unreasonably high claiming
that each of the three men had been
oVerpaid 500 month, asking the
board to demand repayment of the
excess amounting to $3933.30 and, in
case of noncompliance, to institute
proceedings in the name of the COR
poration to compel such repayment, the
writer's giving notice that if the board
did not do so they would bring suit
themselves At a meeting of directors
on December II, 1902-only the two Bel
linas and j. ]. Carreiro being present
the board refused to comply with
the requests made or to reduce any
of the salaries and passed resolu-
ton declaring the compensation to be
reasonable and ratfying it's own ac-
ton and that of the manager.
MAJORITY OF STOCK.
Perry left the employ of the corpora
ion in August, 1902 During all of the
line mentioned C. II. Bellina held 1871
shares of the stock, w. T.. Bellina 10
shares and Perry until the transfer of
/ portion of his interest in August, los .
hares, the total capital stock of the ,
corporation being 500 shares. w. E.
3ellina is the brother of C. II. Bellina
Me present suit was begun December ,
I, 1902 The opinion at this stage ,
avs;
SALARIES FOUND EXCESSIVE.
While the experts who testified on n
he subject are not all agreed as to /
that would be reasonable compensa- n
ion for manager and assistant man
gers under circumstances such as b
hose surrounding the Club Stables, Il
limited, we find, upon all the evidence .