Evening journal., 1921-02-15
CO.
CASE GIVEN TO
CHANCELLOR
continued from page onel

counsel The defendants have five
attorneys, former Attorney-General
David j. Reinhardt. Richard 8. Rod
ney and George N. Davis, all Of
wilmington: Daniel J. Layton and
John NJ Richardson. OF Georgetown.
All counsel, except the two last
named. were present and parucipat-
ed in the arguments yesterday. The
court session lasted from 1880 in
the morning until s in the after
noon, with an hour for luncheon
The principal arguments were
made by MT. Ridgely and Mr.. Rein
hardt and at times were brilliant in
repartee. Mr.. Ridgely had ikened
the case to a smoking chimney in
Guy Mannering" Mr.. Reinhardt
retorted later there wouldn't be 80
much smoke in the action we're II
not that his learned opponent had
seated himself on top OF the Chin
ney. forcing the smoke to descend
and flling the house below instead
OF passing OF into the free air" In
view 6f the fact that IL was fish
cries case. Mr.. Reinhardt also like
ened the various points Of his clos
ing address to "a fishing expedition
into the bill of complaint"
At the ouset Of the hearing. Mr..
Davis, representing Robert Pening-
ton and the Lewes Oil and Chemical
Company sought permission 10 speak
on a motion to dismiss. made by him
IT the previous hearing. This mo-
ton had been refused by the Chan
cellor. who yesterday inquired Mr..
Davis reasons for wishing to speak
out OF turn. Mr.. Rdgely, for the
complainant. said he thought it bet
ter to continue the case in regular
order. He was sustained by the
Chancellor. who remarked everyone
would have fullest opportunity to be
heard"
Mr.. Ridgely then began his argu-
ment by saying he had written a
"brief'-although the term as ap-
piled to It was a "misnomer." He
added. he would not. however, fol-
low the brief in its regular order
and open with dissertation on law
as a rule of human conduct" THE
principles involved in this case he
went on, ARE those Of ethics" He
was glad. he added, he was privileg-
ed to participate in the case, declar-
ing that the findings Of the Chancel-
lor would form valued precedents IN
Jaw. Casting aside the complexities
OF the suit, he said 1t presented q
story of deep human interest.
Mr. Ridgely reviewed the taklnl
OF $1,000 a year in salary by the di
rectOrs OF the company for 'dutie
outside and foreign TO the usua
duties OF directors. lie sharply Grill
cised such action, and cited thai
under the stricter rules Of laW unles
sarah services were rendered mroug
the corporation, they were NnJusu
fed Under less strict rules Of Law
such scrv .ces nationally could onl
express contract with the officers 2
be recognized financially as haNln
been given under very unusual Gil
clmstances. he maintained,
Following up this line, Mr.. ltdgei
contended that the burden OF proc
OF such unusual services rested upo
tha n rectOrs themselves. such serN
ices he continued had not bee
shown. Quoting a series OF d'clsio on
in similar cases, ne dechrt uis
unless restriction were placer upo
directors stockholders would be d'
voured by officers OF eon.ls'ns nle
The directors must JUSTIFY rs
each In each Of the years spccinec
thew had earned the money pa
iFl,,. For the years 1914 and 1915, NJ
pidgaiv charged. there was not eve
cornorate action 90 justify the dlre
TORS acceptance of salaries OF slV
each. Tie recited In detail ule re-
ord OF the directors ACTIVITIES
1911. causing SIN les by relell in5
thn "Bookhammer trip u Charlesto
~ odorons memory" lie ridicul.
declarations OF Baylls. Bookhamm
and aank as TO their stimulation
saUors~ by going out with the ns
ing crews asserting they had be-
unable 10 give anything OF spech
testimony as to what they han dol
fo deserve compensat on. The so
testimony. ne continued, as
specific work by the deienoaht 1lie
tors was that two Of them, Lnhal
and Bookhammer. had worked
"Weli. then" Mr.. Ridgely add'
"ief them have the pay OF stew
testimony by outside WITNESSES,
roniendod. did not by any mea
e. iustlfv anything Ike 81 900 year
directors who occupied fduciary ?
siiions.
Most s gnincant Of ALL he lnsist'
WAS INAI OILY AIlINf WMN va H'.f'AA
rectors had testified as 20 their ser
ices. The majority had remained
mis- court mute" he said The thI
who spoke were BayNs, BookhamH
and Lank.
"Thcse directors ask Your homo
went on Mr.. Ridgely. ito iESold al
which arc unsupported by oven
majority of their own board 7
directors. he contended, 1could 7
contract with themselves" Such oC
tracts would be a "magnum pa
dox.N II the rectors had had i
tincation for their contracts, th
should have applied 70 the stockho
ors for such authority; but N
ehunned the stockholders" or
tho large regular force hired by
company. the directors, he declar
had found only one witness, q
tain Brown. 70 testify as 10 N
services. What these men were
BRAIN TESTS.