The Hawaiian star. [volume] (Honolulu [Oahu]) 1893-1912, 1907-12-12
POINT WON
BY LOWRIE


slider the facts set rortn in the an-
davits
%. That the uncertainty. cyasive.
ness and ambiguity i'm the proposed
amended complaint. particularly i'm the
addition of the contract allegations in
the third count and in the insertion
OF the word Certain" I'm the last para
graph Of the first and second counts of
said amended complaint;
~ That the allegations contained
in the several counts or causes Of ac-
ton set out in the proposed amended
| complaint whereby the contract sued
upon is attempted to be set out are
inconsistent with the asserted memo
randa thereof comprising a number
OF letters, copies of which are attach
ed to and made a part of said proposed
amended complaint in their chrome
logical order, marked alphabetically.
as exhibits.
%. That the contract sued upon is
indefinite in terms and might be
broken at any time without liability
for more than nominal damages;
&c. That the damages claimed are
too remote, speculative and uncertain
to sustain a cause of action;
81 That there is a misioinder of
counts or causes of action in said
proposed amended complaint, and
SO, That the contract sued upon is
void as against public policy"
Judge Robinson then takes up each
number Of the above contentious and
treats them extensively, citing num-
erous authorities, and in each case
overruling them The discussion of
the last count as to the matter of
public policy follows:
THE eighth, and last, objection is
that the contract sued upon is void as
against public policy. In the language
of Mr.. Justice Harrison. of the Su-
preme Court of California, in the case
of Smith v. s. F. G N. p. Ry. Co., lis
Cal, 5S4, at page 500, Public policy,
is term of vague and uncertain
meaning, which it pertains to the law
making power to define and courts are
apt to encroach upon the domain of
that branch of the government if they
characterize a transaction as invalid
because it Is contrary to public policy,
unless the transaction contravenes
some positive statute or some well es-
tablished rule of law. Sir George Jes-
sci, as Master of the Rolls, said in
Besant V. Wood, l.. r. II CHI Div. COS,
that public policy is to a great extent a
matter Of individual opinion, because
what one man or one judge might think
against public policy, another might
think altogether excellent public po-
Icy and in another case printing etc.
V. Sampson, l.. r. 10 Ed, 1867 the
same jurist said; If there is one thing
which more than another public policy
requires, it is that men Qf full age
and competent understanding shall
have the utmost liberty of contracting,
and that their contracts, when entered
into freely and voluntarily, shall be
held sacred and shall be enforced by
courts of Justice Contracts between
stockholders with reference to the
management and control of the corpor-
alton are valid If not designed to work
fraud on the other stockholders q
Page on Contracts, Sec 4OS) and while
it is true that in contracts of this
character the parties must deal fairly
with the corporation and with the other
stockholders Il Page on Contracts,
Sec. 1889, this last requirement is no
more essential in contracts of tins
character than it is in every other
human transaction and in every other
relation in life, and there is no reason
why any principle of law involved
should be different in it's application
to contracts between individuals, where
their own rights and property and the
rights and property of others are in
volved than in its application to CON
tracts between stockholders of cor
pOratiOn where their own rights and
property as well as the rights and
property of the corporation and of the
other stockholders are involved In
the case at bar II cannot be contended
that the contract sued upon as alleged
in the proposed amended complaint
was designed to work fraud either
upon the corporation or upon the other
stockholders. The corporation itself,
could have validity and legally entered
into a cOntrart with the plaintiff, sim
liar in character to that alleged, agree
ing to employ him as manager, either
for the term of five years or until the
happening OF the contingency referred
to in the contract alleged Surely the
experience qualifications and ability
of the plaintiff, as alleged in the pro-
posed amended complaint, in the capa-
city In which the socalled syndicate de-
sired to employ him, shows clearly
hot IN, ~. -