The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1904-03-01
The Orpheum Company
Nonsuited in Two
Lawsuits.
Sale of Delinquent Shares Ends
Relation OF Shareholder.
Notice Not Sufficient.

| Company, Ltd, respectively against
Samuel Parker and Charles S. Desky.
In each case he grants the motion for
a nonsuft.
In the Parker case the first count re-
lates as cause of action a promissory
note for s1o0s.39. and the second count
a balance of SASS alleged to be due on
assessments of So a share on orpheum
stock. 1t was admitted that the prom
issory note was given in payment of
a prior assessment on the same stock
of which defendant had subscribed for
$50 shares.
GROUNDS OF MOTION.
The motion for nonsuit was on the
grounds that there had been no obliga-
ton or contract proved upon Mr.
Parker to accept any shares of the
company, that he had not agreed to
pay anything, that it was contract
to purchase merchandise for $4,000 in
value and would not be binding unless
in writing, that there had been no writ
ten acceptance by Mr.. Parker of these
shares or any agreement to pay for
them; that the testimony showed
that the relation of stock
holder had been Cancelled by
the sale of shares at auction, and while
the plaintiff had the election of RENE
dies to hold Mr.. Parker he is no longer
liable; that there had been no authori-
cation shown by the corporation to sell
stock for it, and that there was no per-
sonal liability on the part of the stock
holder to pay assessments on the stock
when the stock had been sold, or in
any event.
ONE POINT REJECTED.
The court does not sustain a conten- |
ton by defendant that no stock was
ever issued to him because his shares
were still attached to the stock book
and not receipted for. There was evil
dence that Mr.. Parker asked Treasurer
Colburn to take care of the shares for
him, though Mr.. Parker testified he
mad no recollection of such conversa-
ion.
RELATION HAD CEASED.
Judge Robinson grants the nonsuit on
he other ground, namely, that the re-
alton of stakeholder had ceased with
he sale of his shares for delinquency.
While the common law of England is
'nly in force under limitations in this
Territory, as he points out with refer
noes to Hawaiian decisions, he comes
o this conclusion: !,
Still am inclined to think that the
ower given to the directors of any in {
orporated company by Section 2039, ,
,ivil Laws of 1897 Is. L. 1890, Sec. 9, | /,
hap. 49,, to sell at public auction a q
efficient number of the shares of any
who shall neglect to pay .
ny assessment duly levied upon the :
hares, until the whole par value has
cen paid in, is not an exclusive RENE
y, but is cumulative merely, and the
may, under our law, elect
ther to foreclose and sell at public
uetion a sufficient number of shares
{ any stakeholder who shall neglect
} pay any assessment duly levied up
4 the shares until the whole par value
as been paid in, or pursue its COM
ION law remedy by suit at law.
AN APPALLING CONTINGENCY.
But it cannot consistently pursue
9TH remedies. And the reason is ap-
aren't, for if the corporation, the re-
aiming membership of which COM
Used the owners and holders of but K
tile over half of the amount of stock
fginaIly subscribed, could sell the
ock at delinquent sale for q 1.-THE of !
5 par value, the corporation or its
naming members buying it in, and
so collect by suit at law the differ
zee between the amount realized at
e sale and the par value of the stock.
e value of the stock remaining in
e corporation, or purchased by it or Is
remaining members, could be ad- II
need and enhanced in value amazing Y
without rendering one cent of con- 3.
ieration TO the original subscriber
hose stock had been sold. The re-
Its of tae recognition and applica-
IN of any such principle OF law q
,uld be appalling. e!
"A forfeiture and sale of the shares Y
a stockholder operates as a renis-