davidaulloa/AmericanStories huggingface dataset:
Evening journal., 1921-05-07

an express or implied agreement
that they are to he paid. and in the
absence OF an agreement may re-
cover In suit at law. yet there must
be knowledge Of the corporation of
the services. In order to create
legal liability TO pay for them, and
as the corporation can hear and see
only through its officers and agents,
such knowledge must be in the pos
session of some officer or agent COM
petent to act for the corporation in
such matters. But under the circum-
stances of this case, the directors
were held to be incompetent to act
for the corporation respecting their
own compensation, and that their
acts were fraudulent and void.
The directors were found not 10 be
entitled to have credited on the
notes which they gave to the com
pany for shares of stock any Of the
sums so voted TO themselves for
services. or entitled TO any money ac-
tually paid out 10 them as having
been so voted for services. and they
and william z. Tunnel will be re-
quired TO refund TO tho receiver any
moneys so actually paid out by the
company TO them for these services.
3. The charge that on February
"A. 1912. seventy shares OF stock OF
the Lewes Fisheries Company were
issued by the directors as officers Of
the company TO each OF the same di-
rectors. Lonand. Lank, Joseph,
Bookhammer. Baylis and Thompson.
each OF whom gave his promissory
notes for the par value OF the stock,
but paid no money or other thing OF
value therefor. the dividends declar-
ed on these shares being credited on
the Indebtedness represented by the
notes. and some OF the moneys voted
4 as payments for services. as men
toned above being also so credited
II was contended by the receiver
that the issue OF these seventy shares
OF stock was a fraud on the other
stockholders, because they were Sc
cretly taken and issued in violation
OF the constitution and statutes OF the
state. and. therefore, the directors
acquired no rights as stockholder'
thereby. For the directors II wa
contended that the promissory notes
being personal property. could b'
taken as payment for the stock.
The constitution provides that nc
corporation shall issue stock except
for money paid. labor done or per
sonai property. or real estate OF
lease thereof actually acquired by
such corporation.
The notes were received by the di-
rectors on behalf OF the company
and the stock issued without the
knowledge, consent OF approval OF
the other stockholders, and the eX-
lstence OF the notes was not reported
as bills receivable to the stockhold-
ers at any OF their meetings, and
from entries made on the account
books OF the company there was evil
dence OF an attempt to conceal their
existence.
After reviewing and commenting
upon some OF the authorities cited
by counsel az the argument, the
chancellor held;
Here In this present case. where
all OF the directors OF the company
who were also its officers. issued
stock TO themselves for their indi.
Evening journal., 1921-05-07

by laws. and that courts will closely
scrutinize such claims; and that all
Of these services were rendered Inn
mediately after Incorporation OF the
Lewes Fisheries Company. and al
time when such services were the
natural, and necessary duties Of
those who were managers OF the
company 10 properly start il of.
The issuance OF these fifteen shares
of stock 10 each director was. there
fore. declared invalid and illegal.
and the six defendant directors who
received this stock will be required
to make reparation therefor, as
hereinafter stated.
.. Payments to the directors for
services. or salaries. Lonand. Lank.
Joseph. Bookhammer. Baylis and
Thompson were also charged with
/ having voted to themselves $1,000
/ for services rendered the company
In each OF the years 1912 to 1917,
and II was not denied that they re-
lceived that amount or received Gre
dit therefor on notes given by them
for stock OF the company. Tunnel.
who served as director In 1916 and
1917. also receivd $1,000 for his ser
vices during each Of those years IL
was claimed. however. that the SER
vices rendered by the directors were
OF a character outside the usual
duties performed by and rdinarily
required OF directors Of a corpora
ton. and consisted in securing extra
labor whe nneeded; assisting in re-
pairing machinery; shovelling OF
sliding fish; rescuing a stranded YES.
sci that had gone ashore; and en-
dorsing notes OF the company In
order to secure funds to properly
finance IT,.
These payments were not author
lied by the charter and bylaws OF
the company, and the stockholder,
were not informed that the directors
were receiving compensation for
their services. The testimony show
ed that in fact some OF the stock
holders were informed by at least
one OF the directors that they were
not to receive, or had not received.
compensation. The president who
was also general manager Of the
company and treasurer were author
lied to. and did. receive salaries. The
testimony showed that one OF the
directors performed all OF the ser
vices above stated; that some per-
formed a few Of these services. and
others more; but all Of the directors
received the same compensation for
/ their services.
In 1912, this compensation was
charged against operating expenses
OF the boats and factory in equal
proportions, but in other years II
was charged in one lump sum as "di-
, reetor's salaries" and credited on ac-
count OF the notes given bv The di-
, tee1ors Tor stock. OF paid in cash
= out no report OF such action uyas
made TO the stockholders. ana in 80
years 1914 and 1915. thev reco,,,os
!, compensation without authorit,, =.
= resolution OF the board OF directors
The Chancellor held that director,
may be allowed compensatiop -,
services to the company which a.,
e clearly and Enthusiastically OUTSIDE ~
l. scope OF their duties. and may cn
" force payment therefor pursuant 1
Evening journal., 1921-05-07

The court dance, the dance of the
goddesses, the Zodiac dance, the
dance of the Morris men, the New
Castle, and old English country
dance. the dance of the chimney
sweeps. and the May Pole dance.
The costume committee is now
working on costumes for the court
and for the dancers. This is the
most elaborate program planned for
May Day since the founding of the
college. It promises to be well
worth attending.
A number of the girls attended
the lecture given by the Honorable
Hugh McGill on THE Outlook in
Education" This lecture was de-
livered to the high school teachers
Of the State but many Of the girls
who are planning to be teachers
took this opportunity OF hearing
Mr.. McGill.
The movies on Friday evening
drew the usual crowd. Mrs. Emma
l.. Wilson chaperoued the movie
fiends on this occasion.
on Friday afternoon from three
thirty o'clock to five-thirty o'clock
Dean Robinson entertained at tea.
Mrs. Walter Hullihen. Mrs. Harris,
Mrs. Bowen and Mrs. Short assisted.
Dean Robinson. The seniors in the
Arts and Science and Home Eco
Monies departments and the second
year girls in the Teacher Training
course were the guests Of Dean
Robinson.
The Scholastic track meet
will undoubtedly be a great attrac-
ton on Saturday afternoon. The
girls will go to see the younger
set" from down home" Many OF
the girls also saw their old high
school teachers. II is to be hoped
that a wave OF homesickness will
not sweep the college after these IA
miliar sights.
The knitting fever has struck the
college About one girl in every
three is now making some kind OF
sweater. The colors outshine the
rainbow in tints and shades. The
style. however. is not so varied, the
Tuxedo style is as present the IA
vorite.
The Y. W. c. A. service on Sun
day evening will be especially inter
esting. President Walter Hullihen
will be the speaker. Miss Marian
Rodney, '22 will be the leader.
Evening journal., 1921-05-07

reason OF the concealment by LOT
land as the agent OF Pennington from
the stockholders Of the resale by
Lohand as agent OF Pennington Of the
steamer Henlopen. it being a part
Of the plant of the company which
Lofiand was authorized to sell as an
entirety subject to the approval of
the stockholders, Pennington obtained
at the stockholders meeting on Au-
gust 10, 1917, an unconscionable ad-
vantage over the stockholders in the
purchase by him OF the plant, and
that the stockholders, are entitled
to the advantage which he so OBJ
tanned. viz: S35.OOO, the amount real
lied thereby, less a commission OF
$3.50 paid by him"
IS. Did the Lewes Fisheries Com
pany receive from Robert Pennington,
the purchaser Of the plant the prod
uct OF the factory from August 10 to
Angus t22, 1917
BY tn eresolution OF the stock
holders on August 10 1917. confirm
ing the sale Of the plant OF the COM
pany the proper officers were au-
thorized to execute the papers neces-
sary to effect the sale upon payment
Of the full purchase price. on Au
gust 10. 1917. the company had re-
ceived only small part of the pur-
chase price, but Pennington took pos
session Of the property on that date
and operated it until September /,
when the whole OF the property was
transferred to Lewes Oil and Chem
ical Company. The Lewes Fisheries
Company did not receive in full the
consideration for the property until
August 21. and transfers we're made
conveying the legal title to Pening-
ton on August %. None Of the prod
ucts OF the plant were received by
the Lewes Fisheries Company after
August 10, but were received by
Robert Pennington until September 1,
and since that time by Lewes oil and
Chemical Company"
THE stockholders' resolution con-
frming theN sale expressly reserved
all manufactured product now in
the possession of said company, or to
be manufactured before the date Of
the contamination Of the sale which
was upon payment in full OF the pur-
chase price, and when the legal title
to the property passed to the pur-
chaser Therefore Pennington will be
required to account for the product
between August 10 and August %,
1914"
Evening journal., 1921-05-07

are to stand ready to face danger or
death for the common good"
When the community trains a man
to be a physician, 1t says:
You are to be paid a fee for your
service, but you are not to work for
your fee; you are to be ready to go,
whether by day or by night; you are
not TO shrink from the personal
danger OF contagion, nor from the
exposure incident TO wind and storm
we hope your fees will yield you a
living and perhaps something more.
but you are first OF all a servant of
the community"
When the community trains
teacher or a minister. it tells him
that he can never be rich. and must
take upon him vows OF poverty for
the sake Of a great ideal; but that
he will probably be sure OF daily
bread and a small retiring fund.
By what rule Of ethics or OF sound
economy is the farmer, or the miner
or the manufacturer or the mer-
chant to assume that he has a right
to think primarily OF his own COM
pensation, his own accumulation?
How can such a man look the sol
der or the doctor or the teacher or
the artist or the minister in the face.
and say:
Il contribute by taxation or vol
untary contribution to your support,
but you and I are on a wholly diff
ferent basis, and our lives are 60 be
ordered by wholly different ideals7''
There IS no such line OF demarca-
ton between the bricklayer and the
school teacher, between the soldier
and the shoemaker the minister and
the merchant. The same rule OF
service belongs to every man and
mothers son OF them.
One man is to make brick for the
glory OF God and the welfare OF the
community, while another man for
the welfare Of the community, while
another man for the welfare OF the
community ande the glory OF God
teaches school. The brickmaker
and the bricklayer, so perverse is
the world. and so obtuse to the finer
values, will probably be paid more
in money than the school teacher;
but the same spirit belongs to them
all
No man has a right to assume that
his first concern is TO get as much
money as he can. His first duty IS
to render the largest service he can
possibly render. In the rendering of
that service, he is TO be paid a rea-
sonable living, and in some callings
he will be able TO secure for a limit
ed time rather more than that. But
he cannot honestly live in the same
world and breathe the same air with
men whom he asks to give them
selves in the spirit OF service while
he orders his own life by another
rule.
One common law Of service be-
| longs to all human life. Equality OF
reward is not to be expected: even
/ equity is not at present in sight. We
are to work toward an equitable
distribution OF reward; but for every
man is one common duty OF service.
Evening journal., 1921-05-07

case bennington stated that the check
and contract were so drawn because
the title to the steamer was in the
company. and for no other purpose
and with no other design" Lofand
in his answer gave as a further rea-
son. that the receipt OF the purchase
money for the steamer was thereby
secured.
on August 4 a special meeting OF
the directors OF the Lewes Fisheries
Company was held, all OF the direc-
tors being present, to act on the Of
fer made by Pennington, but no re-
port was made of the resale by LOf-
land as agent Of Pennington. and none
OF the directors except Lofand,
knew OF IL. on motion a resolution
was adopted accepting Penington's
offer, with the price of the Clifford
increased from $4,000 to 100000
and a subsequent resolution author
izer the call OF special meeting of
stockholders for August 10 for the
purpose OF confirming the sale OF the
plant, steamers and equipment to
Robert Pennington for $225,0O0."
BY letter dated August s, 1917,
the two steamers had been sold to
him and the price Of the Clifford"
increased to $4,000. and that the
stockholders meeting would be held
for the purpose OF raufying the
sale OF the entire assets"
The minutes OF the stockholders
meeting Of August 10 show the pur-
pose Of the meeting to have been to
confirm the sale OF the whole plant,
steamers and factory as an entirety,
and the minutes of the directors
meetings and letters OF Pennington
were read: that William II. Book
hammer introduced information that
, the "Heniopen" had been sold for
! $4,000 to the French government,
on the strength of which a number
OF talks were made. and thereafter
a resolution was adopted confirming
the sale OF the steamers "Henlopen"
and Clifford" and the manufacturing
plant OF the company. together with
all machinery and equipment.
The Chancellor reviewed authori-
ties respecting the relation and du-
ties Of an agent TO his principal, and
held that an agent will not be per-
mitted to serve two masters without
the intelligent consent Of both: that
any surreptitious dealings between
one principal and the agent OF the
other principal is a fraud on the
other principal; that good faith and
loyalty OF an agent towards his prin-
cipal is essential. and he cannot
rightly assume a position, or put
himself in an attitude inconsistent
with his duty to his principal. antag-
onistic to his interests; that an agent
cannot act for parties TO a transac-
tion with divergent or conflicting in
terests; and that il is the duty OF an
agent to disclose to his principal
knowledge as to the subject matter
Lohand did not disclose to the
other directors and stockholders OF
the company the fact that he as the
agent Of Robert Pennington had re-
s-.d the "Henlopen" for S175,O00
and in view OF the fact that he had
no right to make such a bargain for
the person for whom he was secretly
acting as agent. and that Pennington
was bound by Lohand's conceal
ments. the Chancellor found that by
Evening journal., 1921-05-07
e&eN.&&.tt.e%%&t%&&&%Nt>...,**Nt
WnEzw
CALENDAR
MONDAY.

MONDAY.
10 a. m.-Meeting Of board of di-
rectors, lclub room.
3 p. m.-Friendship Club, club
rooms.
73O p. m.-Parliamentary law
class. club rooms; last meeting.
TUESDAY.
3.15 p. m.-Polyanna Girl Re
serve Corps, club rooms.
S.45 p. m..-West End Girl Re
serve Corps. West End Reading
Room.
345 p. m.-Hiawathia Girl Re
serve Corps, club rooms.
3.45 p. m.-Wawataisi Girl Re
serve Corps, club rooms.
7.3O p. m.-F. l.. c. Girl Reserve
Corps. club rooms.
WEDNESDAY.
$50 p. m.-True Blue Corp Girl
Reserves. club rooms.
3.45 p. m.-Pocahontas Girl Re
serves, club rooms.
S.45 p. m.-Oriole Corp Girl
Reserves, club rooms.
7.30 p. m.-Mandolin Glass. club
rooms.
THURSDAY.
3.45 p. m.-Good Fairy Corp Girl
Reserves, club rooms.
3.45 p. m.-East Lake Corp Girl
Reserves. club rooms.
p. m.-Spanish Glass, club
rooms.
FRIDAY.
10 a. m.-Staff to meet Miss Helen
Barnes. club rooms.
7.30 p. m.-F. L. c. Club re-
hsarsal.
p. m.-Industrial party, club
rooms.
SATURDAY.
p. m.-Marshallton Corps Girl
Reserves.
Evening journal., 1921-05-07

vidual notes, the issue is declared to
have been a violation OF the consti-
tuition. and as these notes were not
used by the company and the COM
pany received no money from the
makers thereof, they will be required
TO make reparation to the corpor-
alton, which is simply protecting le-
climate stockholders from those
who seek to profit by their own IL
legal acts.
Therefore. both because the di-
rectors had no right to take promis-
sorry notes for shares Of stock Of the
company. and because they commit
ted a breach OF trust in taking for
the corporation their own notes for
shares issued to themselves. the
transaction will be avoided. and they
will be required to make reparation
therefor"
Because the directors in voting to
themselves and taking shares Of
stock and in voting the salaries, the
directors will be required TO pay TO
the receiver all Nof the money re-
ceived by them as dividends on the
shares OF stock issued to themselves
as above stated. and in view Of the
concerted action in connection with
the issuance Of the stock and pay
ment Of salaries, the directors will
be required to file in the cause an
account of what they have received
individually as dividends upon the
shares sd taken by them, and Of all
payments made by them on account
of the notes given for stock. and will
be required jointly and severally 20
/ pay to the receiver the moneys found
to be due from them. william f.
/ Tunnel having received the sum OF
$4,000 voted for services, and the
other six directors will be ordered to
pay the same to the receiver with in
terest from the date Of receipt.
4. The disposal Of the plant In
July, 1917, the directors authorized
the president of the company "a
seek purchaser for the entire plant
consisting Of the steamers "Henlo-
pen" james ~ Clifford" and the
manufacturing plant and equipment
al "A maximum price Of S25O,0O0 OF
a minimum price OF &225. 900. LOT
land, the president OF the company
offered the same for sale to Robert
Pennington and on August 2. 1917
secured from him an offer OF S225..
600 therefor. provided title to tn,
steamers "Henlopen" and James NJ
clifford" should be delivered upor
payment Of S1sO.OOO for both steam
ers. or $4,000 for the "Henlopen'
and $4,000 for the Clifford"
Before action OF the directors or
this offer Lofand went to New York
al the request OF Robert Pennington
and as his agent, TO make a resale Of
one or both OF the steamers. and or
August 3 Lohand sold to James W
Elwell and Company for $4,000
the stamer "Henlopen," and received
a check for s17.50O on account OF
the purchase price. Though really
, acting az agent for Pennington, these
negotiations between Lofiand and FL
well and Company were had as
though the steamer belonged to the
Lewes Fisheries Company, and the
check was made payable TO William
c. Lohand, president of Lewes Fish
cries Company and the contract OF
sale was signed by Lohand in that
capacity. In his answer filed in the
Evening journal., 1921-05-07
Women s College Notes
BY RUTH ANNE RUSSELL


Wednesday morning the weekly
sing had its day. The damp weather
did not dampen the spirits of the
singers who sang after the Rain
as joyfully as on a bright sunshiny
day. Miss Dora Wilcox who directs
the singing paid the girls a very
high compliment in saying that they
read music very well and quickly.
Wednesday was Senior Day. The
staid and serious seniors had TO
have their fling. They left for VIII
mington on the 10 o'clock bus and
from Wilmington went to the City
Of Brotherly Love. Then for
while they shopped. OF course. Then
they went to see Barrie's what
Every Woman Knows" at the new
Stanley Theatre. Then the travel
ers had dinner at the Arcadia. The
seniors were very exclusive, they
had a private diningroom. In the
evening they went to the Schubert
Theatre to see the Greenwich VII
lage Follies when they returned to
Newark on the midnight train. they
finished up the day by serenading
the college.
The weather surely has been
very cruel to the girls who are prac-
ticing hard to make their team win
on Field Day. There has been no
basketball practice, no baseball
practice, no tennis practice since
Tuesday. The tennis courts Of the
Women's College were to have been
used by the competitors for State
championship in the inter-scholastic
meet which is to be held on Satur-
day. At present, the condition OF
the courts makes their use a very
doubtful thing The third court has
been finished and when the
weather permits the three, courts are
always full Of eager players.
On Thursday and Friday morn
ings the chapel period was devoted
to student government elections.
The original constitution did not
state whether a majority or plural
ity vote should decide an election.
On Thursday morning the student
body voted that, in the case Of such
important offices as the Offices in
the Student Self-Government Asso-
citation, the elections should be de-
cided by a majority vote. Because
OF this ruling as yet the first vice
president. head of residence hall
has not been elected. The other
officers for the coming year are as
follows: President. Miss Marian
Hatfield, '22; Head of Sussex Hall
Miss Emily Ledenham. '23; secre'
tary, Miss Mary Handy. %; treas
urer, Miss Louisa Beck. "a; chair.
man OF social committee, Miss Nat.
allie Ayerst, '23.
The most important thing nov
before the whole college is the sue
cess OF the May Day celebration
which will begin at o'clock OF
Saturday. May IA. The play which
is to be given is THE Hue and CT!
After Cupid" by Ben Jonson. In ad
dition to the play there are man!
dances which the girls are now per
fecting under the direction Of Mis-
Marian Watson. These dances are
Evening journal., 1921-05-07

Francis Collins. Mary f. Callahan, F..
G. Hulburt, Nellie F. Dougherty. Mrs
Frank Daw, Mary ]. Russell, Rose OF
teni. Nellie j. Devlin. Mr. Cullinane, W.
Il. Ospen, Thomas Bunnen, John J; Kel-
ly A. L. Desmond James A. Carlin'
G.. b. Mooney. Mrs. Ruse. Agnes Rigney,
L. A. Schultz, l.. b. Noonan. Mary A.
Ward. Francis G. Dougherty, William
J. OConnor. Regina DuRoss, Joseph NJ.
Dunn, James 7. Russell, Mrs A. J..
Bowe, John w. Bradley. Mrs. John p.
Lynch, Miss T.. Kenney, G. o. Oliphant.
Helen NJ. Lener. h. J. Featherstone,
Mary G. Conway, Mrs; J. II. Bowe, u.
II. Splan. Joan W Connor. Catherine
Mcdowell Anna NJ. Lynch. Leo l..
Lynch. Mrs. X Bowe X. L. o'Hanion'
b. McCanerty. j. II. Cody, Mark T..
Tierney, Elizabeth Fitzharris, James
Duran, Francis Buckley. Stella Logue.
Jane s. Dunn. Mr. Temple, Roy w.
Willis. Mrs. d. NJ. Buckley. Harry Tay-
lor, Edward II. Lynch, Frank Jeandel,
y. J. O'Connell Mrs. Edward Dillon a.
NJ Hanley. Mary A. Buckley, Mrs. j.
Tucker. Mrs. Harry Taylor. X A. Hance,
Dennis Buckley, Mrs. A. l.. Ruud, Jr.
Evening journal., 1921-05-07
International Sunshine Society

Any news intended for the sun
shine Column should reach the
chairman Of the press committee
not later than wednesday. noon.
Address Mrs. Otto V. ort 1912 Del
aware Avenue. City.
Sunshine Calendar
Nav Q, New Era Branch. I. S S,
Sunshine Hall. 1909 Delaware ave-
-nne. 2.s0 p. m.
May Q, Washington Heights
Branch. I. s. s, 221s Washington
May 10. cynthia's Helpers
Branch. I. 5. S. Sunshine Hall, 1409
Delaware avenue, S D. m.
May 16. Alert Branch. I. S. S,
Sunshine Hall, 1903 Delaware ave-
nue.. p. m.
-friendliness-that is the word
I hear in Joyous note OF bird.
and ind in every vernal bower,
in greetings Of the lear and flower
II find Il in the whispering trees,
] feel ii in the cooling breeze
That In the overwarmth OF day
Relieves the dolor OF my nerve.
"This being so 'tis meet that 1
should seize it as II passes by,
And hand It on that everywhere
An those meet may have their
share"