Evening journal. [volume] (Wilmington, Del.) 1888-1932, 1917-04-13


night themselves they might contend
that these earnings should be distribut.
ed in the form of a dividend pre-
sumo that this matter will be- discussed
at our next finance meeting ON Deem
Der 30.
Yours truly.
alfred l. DUPONT.
Vice President
From the testimony it appears that
during the discussion i'm the meeting
Pierre was in favor of purchasing the
stock for Sl60 share Alfred was also
in favor of the purchase but took the
position that that price was too high
for the company TO pay in view of the
dividend of per cent. then being paid
and suggested Sl25 per share as being
the limit in price which the company
ought TO pay. William was in favor
of the purchase but agreed with Alfred's
idea that the investment could not be
defended on a return of less than ap-
proXimately So per cent and that Sl2j
per share was all that should be paid
for the stock. The letters from Cole
man to Pierre of December 7 and Ia.
were not shown to Alfred or William.
All three of the members of the finance
committee, therefore, were in favor of
the purchase of the stock at the time of
the meeting and during the discussion
Neither Alfred nor William knew of
what was stated in Coleman's letters to
Pierre except the bare fact that an Of
fer had been made of 20,70O shares for
distribution among the more important
employees at Sl6O share, and both AL
fred and William were willing to pay
SIPS a share for the stock.
Alfred testifies:
IL suggested after the resolution had
been passed that in conveying this in
formation to Mr.. Durham that he tell
Mr.. Durham TO suggest to Mr.. r. c.
DUPONT that if he could keep the offer
/ open a month or two longer we might be
able to increase the price offered for the
stock"
Pierre DUPONT testifies that he has
no recollection Of Alfred saying ANYTHING
of that kind and SIS sure he had no such
instructions Alfred's testimony is
clear and positive. The latter part of
Pierre's statement is evasive. In the alb.
| sence of any explicit and unevasive
denial by Pierre, l find as a fact that
Alfred made the suggestion to which he
testified
As the resolution stands IL is not on
Its lace either an acceptance or rejection
OF Coleman's offer, but contains an ex-
preston of opinion of which Coleman
was to be informed by Pierre, through
Durham, that the committee did not
feel justified in paying more than Sl25
per share for the stock The report 10
the board of directors on December 30
iustifies the conclusion that the commit.
tee did not refuse to accept Coleman's
offer. It is there stated:
"Ihe committee expressed the feelina
that We are not justified in paying NOR,
than SIPS per share for that stock anC
asked Mr.. P. S. DUPONT to take the mat
ter up with Mr.. T. c. DUPONT further.
Pierre testified as follows as to wha
he reported to Durham.
"XQ. Did you tell him then that tn
matter was finally endedY"
"a. l reported what the committe
had directed me to report
e "XQ. Did you tell him the matte
4 was finally endedt
"a. l did not in those words. tol
him the committee refused to accept tn
, offer, which was exactly the sam
thing.
,, "XQ. And then and there. with tb
stating of that he and you understoo
the thing was ended, did your
"A. l understood that that was Al
there was to say. That was the last O
my negotiation with /. L. Durham Of
the subject"
If the intention of the Finance Com
mittee was that Durham was TO be in
formed that the offer had been reiecte,
and that was the end of the matter. j
is difficult to understand why the
should report that Mr.. p. S. DUPONT hal
been asked ito take the matter up wit
, Mr.. 7. c. DUPONT further" Il is clea
, that there was no intention on the par
of the Finance Committee expressed il
the minutes that the matter of the pur
chase of the stock should be ended b.
Pierre informing Durham that the com
mittee refused to accept the offer Ac
cording to Pierre's testimony. and h
was the only one who could testify upo
! the subject except Durham, who, TO
: some unexplained reason. was not Gale
as n witness, the price of Sl25 per shar
8 was not stated to Durham, but he wa
/ informed that the offer had been re
jected and nothing more. Pierre was no
instructed to inform Durham or Cole
= man that the offer of Sl60 per share Ia
! been rejected, but 70 inform him of tn
, views of the Finance Committee upo
! the value of the stock and to take Il
further with Coleman, j. e.. for furtbe
> negotiation, the proposition pending b,
fore the committee whether or not
should purchase To take a matter n
g further surely cannot mean to bring
!, to an end. The language implies a COZ
. tinuing commission TO take up the ma
7 ter in the future for further discussio
or negotiations. IL is not language th9
,. would be used in the ordinary course
; business affairs to convey the meanin
of bringing what had been pending
finality by the rejection of an offer.
Alfred and William are positive
. their testimony that, when the resolr
ton was offered in the Finance Con
D.. mittee, the words AT this time"
some equivalent expression, were adde
and, in view of all the surrounding ci
cumstances. it is found as fact tn
N language Of that significance was Co
# tanned in the resolution. The fact thl
the minutes were examined bv Afr,
n and signed by him may well be explain,
4. by the absence of any cause at tn
n time for him to suppose that the i
~ structions to Pierre would be the SUI
: ject of controversy. It was not the ca
~ of dealing with one at the time an a
10 verse party but of joint action of d
7 rectors for the benefit of the compan
s. In the light of the surrounding circuI
20 stances, however, and the language S
10 out in the minutes in connection wi
AZ the instructions to Pierre to take 4
,e matter up further, it makes little di
T. ference whether the resolution contain
10 those words or not, for upon its ia