The Hawaiian star. [volume] (Honolulu [Oahu]) 1893-1912, 1903-12-12
CABBY BROWN
WINS OUT
SUPREME COURT SUSTAINS HIM
AS MANAGER OF THE JOHN II
ESTATE.

The Supreme Court this morning rem
dered a decision in the case of Charles
A. Brown VS.. "A. w. Carter and otheCA.
trustees of the John Ii Estate, in which
Browns contentious that he cannot be
removed as manager of the estate eX-
cept by a tWo-thirus NUtv, are sustain
ed. The court leaves many questions
as to the rights of the plaintiff unde-
cided. Browns suit was brought for
an injunction, to restrain the corpora
ton, as represented by his former
wife's interests, from enforcing new
bylaws under which it claimed the
right to remove him, in spite of his
contract calling for a two-thrds vote
of the stockholders to do so. The court
reverses the decree allowing an in
junction, to Brown as premature, but
sustains Browns main contentious.
The decision says:
Assuming that the contract be-
tween the plaintiff and the corporation
or the plaintiff and the other members,
contained in the articles, is valid as far
as it goes, we must hold at least that
the plaintiff is subject to removal, and
that, too, without liability on the part
of the corporation to damages for
breach of contract, in case he proves
unwilling or unable to perform the du-
ties of his office as required on his part
by the contract itself, and that equity
should not compel the corporation by
injunction to retain IN Office one who
will not or cannot perform it's duties.
To do otherwise would be not only to
permit but to compel the corporation
to disable itself from fulfilling the pur-
poses for which it was created, to en-
force contract against one party and
to ha iOla tod lAxy h.
to aid one who comes into equity with
unclean hands. How far equity should
interfere to see that the corporation,
II 1t should attempt to remove the
plaintiff from his ONCE, acts in a legal
manner, how far it should go in inter-
fering with the findings of fact or final
decision of the stockholders in case
they should act in a lawful manner or
how far it should go in saying to what
extent the terms of the original trust
deed may be considered as incorporate
ed in the articles or how far they are
binding on the corporation in so far as
they are or are not Incorporated in the
articles, are questions that it seems
premature to decide at present. The
bylaws have been adopted. No in
junction is asked against their adop- |
ton. No objection is made to the pro-
NloiOilS VI many VI lIeIil. some at least |
to which objections are made as to the |
plaintiff are not objected to as to 9TH
ers. All seem reasonable except in so |
far as they may interfere with vested |
rights. The corporation has not at
tempted to enforce any of them against |
the plaintiff. 1t is not clear that it will |
If 1t shall attempt to remove the plain
tiff, 1t Is not clear on what grounds it |
VIII attempt to do so, or how far il |
Will rely on the bylaws in making |
such attempt. There are many nice |
questions of law involved as 10 the con-
of the articles and bylaws,
many of which have not been argued.
IN addition to the many possible vari-
atoms in conditions of fact. The plain
in practically asks the court to go
through the articles and bylaws and
'onstrue them with reference to varl-
rus hypothetical states Of fact and de-
clare how far he and the corporation