The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1904-03-25
THE GRIEVANCES STATED.

THE GRIEVANCES STATED.
Compainants alleged illegality of
meetings and election OF officers, etc,
and a conspiracy to wipe out the busl-
ness OF the A. ID. G.. A., Ltd They also
declared that the assets of the Asso-
citation were unlawfully converted to
the use of the Kerr company. Accord
ing to their own evidence. 1t appeared
there was nothing in the charter or
bylaws of the Association to prevent,
the sale of their shares by stockholders
to anybody or restricting the owner
ship OF stock to Portuguese. 1t came
out, also. that after MIR. Osorio had
sold his % shares there was n rush of
other stockholders to sell theirs to l..
b. Kerr & Co, Ltd. Their own testi-
mony, which tailed exactly with that
of Mr.. Kerr. showed that the sole re-
quest of complainants was that Mr..
Kerr should buy their stock also. They
employed attorneys whose whole EN-
ployment seemed to be for the purpose
of selling their stock. They seemed to
think chat as Mr.. Kerr had bought
some of the shares he should buy them
ALL" 1t is found that Mr.. Kerr had
the legal right to buy the shares he did.
RIGHTS OF MAJORITY.
The next question the court consid-
dered was whether Mr.. Kerr. or his
corporation, having a competing busi-
ness. had the right to purchase this
stock and, having done so, was Mr..
Kerr restrained under the law from
contracting with the American Dry
Goods Association. A long array of
II
principle that where contract is made
by the majority stockholders of n cor
poration, which is neither fraudulent.
beyond its corporate power nor Illegal.
a court of equity will not interfere to
undo It, on this point Judge Gear
comments:
KERR WAS SQUARE.
'In this case / can see no unfairness
in the transaction between l., b. Kerr
or L. B. Kerr & Co., Ltd, and the
American Dry Goods Association, Ltd.
No actual fraud has bee. shown, no
undue advantage nor 'unconscionable
bargain proved. According to the evil
dence, Mr. Kerr went into the business
because he thought he could build up
a good retail business at that store;
he put in over $4,000 for the stock and
ended up with losing that and charging
over $1,000 more to profit and loss for
furnished. There is not
one word of evidence showing that he
ever charged the American Dry Goods
Association n single cent more for
goods than their wholesale value, or
that he received one cent more from
the concern than he was entitled to.
There Is no evidence that the business
was not carried on solely to subserve
and promote the best interests of the
American Dry Goods Association. If
the business was a losing one surely
the majority stockholders had the right
to discontinue and sell out"
THE RICH HAVE RIGHTS.
The decision expounds the law as be-
ing intended to protect the rights of
the rich as we'll as the poor, the prin
ciple being concisely stated in the fol-
lowing quotation from the New Eng
land Reporter:
1.-The law does not set up one stand
ard by which to determine the rights
or measure the conduct of the rich,
and another for the poor. It's protect
ing shield is extended alike over all.
It's pride and glory are to mete out
equal and exact justice to all in the
same scale-rich and poor alike. In
this all find security and protection"
BRILLIANT ADVOCACY.
Judge Gear in extending this idea
of equality before the law, pays n
glowing tribute to the ability with
which Mr.. Highton advocated the cause
of his clients. He says:
Counsel for plaintiff in his argument
has repeatedly and with forensic abil-
ity urged the Court to consider that
this is.a case of five ignorant Portu
guese appealing to a chancellor for
their rights, coming to an American
court for justice as against the trium-
virate power of two corporations and
l.. b. Kerr.
"The brilliant appeal of counsel might
have force with jury, but the chan
cellor must be governed by the facts
proven, guided and controlled by the
rules of law.
THE law is made alike for all classes
and conditions of men, and the chan
cellor. while sympathizing with the
poor man in his losses, cannot forget
the legal rights of the richer man, even
though it be powerful and rich cor
poration.
1.-The rights of a corporation, no mat
ter how wealthy, or powerful, are as
sacred in the eyes of the law as those
of the poorest litigant, and the con-
verse Is also true"
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Tue E1rAT E0n