Evening journal., 1919-09-12

I ing, the directors shall have authOrit
60 dispose in any manner, Of the who
| property Of this corporation
That on August 3, 1917, William
! Lofland, acting as the president Z
Lewes Fisheries Company executed
the name of the company a contract {
sale of one of the steamers of the con
pany, namely the Henlopen. to Jam,
W. Elwell and Company, a copartnei
| ship of New York, for $4,000.
That at the time of the execution q
the contract of sale, Elwcll and Com
pand delivered 10 Loiland as presiden
of the Lewes Fisheries Company eel
titled check for sl7 500 on account of th
purchase price in accordance with TIA
terms and provisions of the contrac
of sale
That Immediately after the sale o
the steamer Henlopen Lofand as presi
dent, called a special meeting OF TIN
Board of Directors of the company, TO
August 4, 1911 which special meeting
was held and attended by all OF th
directors.
That Lonand made no report or othei
communication 10 the meeting of th'
sale of the llenlopen 70 Elwell anC
Company.
That Lank Joseph and Tunnel, three
of the defendants, had knowledge of tn,
sale and aided and abetted William c
Lofland in concealing and suppressing th'
fact thereof from the meeting and from
the other directors of the company.
That instead of making known 20 the
meeting the sale Of the steamer Ia
Elwell and Company Dohand laid be-
fore the meeting a pretended proposal
from Robert Pennington, one of the de-
fendants, TO purchase the company 5
factory and two steamers, including the
steamer Hcnlopen, for the sum OF
S225, 600.
That Robert Pennington was the pri.
vate attorney and counsel Of Lohand
That the said proposal was set forth
i'm letter purporting 10 have been
written August .. 1917, and was ac-
bv a check of Pennington for
$4,000 as evidence of the bonaiides of
the offer TO purchase but in fact the
maker had not sufficient funds on de-
post at said date TO meet the said
check. and il was understood that the
said William G.. Lofland should withhold
the check from presentation for pay
ment.
That AZ the special meeting, August 4,
q resolution was adopted calling a meet
ing of the stockholders of the company
August 10, 1917. TO consider the said
offer Of purchase of the said
Robert Pennington for the factory and
he steamers Henlopen and James NJ
iifford
That the stockholders' meeting was
leld and a resolution was offered au-
horizng the sale of the steamers Hen
open and Clifford and the factory of the
company TO Robert Pennington for
225,00O. but providing that the title TO
he steamers and factory should not be
onveyed until the payment in full of
hc sos 600, and also providing HAT the
product, scrap and oil of
he company then on hand and also al
he product to be manufactured up 10
he time of the payment in full as well |
IS all coal owned by the company should 1
Iot be deemed TO be included in the sale
That a vote was taken on the reso
ution and 23l7 sharcs of stock were
declared TO have been voted for the
esolution and lis shares against it
That the majority was secured for the
esolution as follows; That the dcfen
liant directors and officers voted the
took standing in their names for the
esolutiom and that the defendant di-
ectors and officers had secured a large
lumber of proxies by reason of their .
hicial position and voted the proxies
)r the said resolution, and that % large
lumber of the stockholders present voted
hs. raa.1ttNfart enInlrr hanurraa tg fha
arsuasion of the defendant directors
I'd officers and confding in their good
iith and knowledge as aforesaid.
That in so acting the defendant dircc-
irs and officers were moved by the
purpose of putting the COM
my out of business and of supplanting
le company with a new company as
set forth.
That Mt the date of the aforesaid rcso-
tiun there was on hand and belonging
the company large quantity of
anufactured product consisting of
rap, oil and bait and a large guam
ty of coal and by the terms of the
solution, the manufactured product and
al were expressly exempted.
That the factory continued to be oper-
ed after August 10. 1917. until the
ID Of the season in the said year. and {
e coal referred 90 was used in the ,
,eration Of the factory.
That the factory was also operated !
lring the season of 1918 and also con-
nuously since the beginning of the sea-
n 1919 up to the filing of this Bill of
,mplaint.
That on and prior to August 10, 1917, J
e factory was operated under the ]
of William T.. Lohand, and /
IS been operated under his manage I
ent since that time. Ii
That the season for the catching of Z
fish and the manufacture of n
and scrap at the point where the q
mpany did business was from June +
til November. C
That large quantities of fish oil. scrap o
d bait We're manufactured at the fac
~ each week of the season from Aug e
10, 1917, up to the filing Of this q
Il of Complaint a
That the product of the factory on cI
nd August 10, 1917, and also the d
lduet manufactured since that date I,
re sold from time TO time for large
ms of money. st
"N' VIZ 'NtuIu"g mas never beeu \
en- any credit for, nor has any ac- II
mt ever been made to the company c
to your orator as receiver for any nj
the products on hand at the date ID
the resolution August 10, 1917, nor OF
the product of the factory manu- n
tured at any time from and after al
t date up To the filing of this bill nj
complaint. nor for any part thereof. I an
hat the company has never received Sc
your receiver has never been paid
money from the sale Of the product N,
hand August 10, 1917. nor the money in
m the sale Of the product of the of