Evening journal., 1921-02-15

The directors TOOK up IN 1911 MI
Ridgely sharply attacked the de-
pleas Of services performed
in and about the organization OF the
company He cOntended not one
word OF the evidence given TO sup,
port such claims was admlssaDle, anu
II Il were. 4 was iar
rrom ethical Only general s.ate-
ments had been made, Mr.. Hdgely
held as 10 sales OF stock In the com
p3ny, hence claims for COMMISSIONS
were unsupported.
In 1912 six OF the directors took 10
shares OF stock, giving unendorsed
notes for 5000. This stock was Is
sued fun paid and non-assesaDse.
Was an unendorsed personal note OF
the directors val Il In paymentf Quen-
toned Mr.. Ridgely. One OF the men
who had made The notes-'one OF uhs
aotors" the treasurer OF
the company, the attorney went on.
Nor had the company attempted 70
negotiate the notes for its own Dene-
mot one cent. either had been paid
on these notes.R thundered Mr.. hldge-
ly. THAT alone Is sufficient 10 damn
this transaction.
Mr.. Ridgely reviewed what ne
termed the Juggling OF the Dooks
or transferring OF accounts as snow
'ne the rank conduct OF the direy-,
tors" He charged that even should
the directors be Obliged 70 pay 10,
the stock as issued, they yet woulu
have the benefit Of the dlNlaenns
even though they had not ptld loi
il up to the present time
Taking up the sale OF the factory
and fishing steamers OF the com
pany. Mr.. Ridgely contended tha'
two motions made by the board oi
directors were inconsistent BY the
first motion, which waH merely TOT
the sale OF boats. he charged the
campany was ''hamstrung," because
without boats, its factory would be
Of no value. The second motion
which included sale OF both the fac
tory and boats, required consent oi
~ per cent. Of the stockholders. He
cited the letter OF Mr.. Pennington te
Lofland. in August. 1917, in which
Mr.. Pennington enclosed check OF >5''
600 in part payment for sale TO hin
Of steamers Henlopen and clifford
This letter specifies, Mr.. Ridgell
contended. that the transaction
should be affirmed by the stookhold
ers He declared the whole trans
action was questionable in meth
cd" and that the real facts ha'
been concealed from the stockhoud
ers"
Mr.. Ridgeiy contended that tn
directors had no right TO sell IN
vessels and that Penington's lette
showed that Lofiand had not ha'
authority to sell the steamers TO MIN
for $50. 900. when Pennington te'
himself TO Lofiand." exclaimed MI
Rideelv. "he tied himself to the bes
or worst. Neither Lofiand, nor Pen
ington had taken the stand contin
ued Mr.. Ridgely. 'in self defens
Why not?" he asked
The attorney next charged tina
the ratification OF the sale had bee
obtained by fraud" and paymer
for the property never had bee
made by Pennington except by trans
Ter Of accounts and figures in IN
company's books.
The Lewes oil and Chemical Con
pany. Mr.. Ridgely contended' VIZ
admitted to be backed by Penini
Z ton. Lonand and others. and WI
: not an outside purchase, but ma
inside knowledge" OF the operation
OF the fisheries company.
In conclusion. Mr.. Ridgely sai
! that principles declared by n
- courts OF England and this COUNT
D that no man shall place himself
; nosition that self-interest shall col
/, hict with duty.
Mr.. Penington's Defense
' Mr.. Davis, counsel for Mr.. Pei
o ineton. contended that the motif
for sale OF the company's ships al
plant was that the nation was
war and the fishing season had n
/, been good. He further contends
: Mr.. Pennington had no knowledge
o the resolution Of July 80. 1917,
p the directors. 20 sell to him q
y property.
o Mr.. Davis also contended Mr.. Pc
i ington had made full payment Z
n the vessels and factory. He said n
4 Pennington admitted that he contro
- ed and stin controls the Lewes
n and Chemical Company, declart
= such control never had been d
u MED.
~ In brief" said Mr. Davis, It
: effect OF the evidence is that I
"a Fisheries Company decided TO 8
IS out. and on July 80, 1917, authC
lied its president TO make a sale
H. the steamers Henlopen and Jam
NJ. clifford, for a given sum, and
he the stockholders should approve
IS sale of the entire assets OF the col
10 many" Mr.. Davis continued;
D. THE president pursuant TO q
, authority. entered into an agreem'
n OF sale with Robert Pennington.
y August 2, 1917, whereby the Fi'
in cries Company, agreed to sell
ae Heniopen for $4,000. and
er James II. clifford for $4,000, or
=, case the approval OF the stockho
!. ers could be obtained, the ent
> property for s225. 900 T
no agreement was in effect an opti
OF for which Pennington put up
n check for 5000. which was TO
a. forfeited as liquidated damages.
y case ne did not go through W
a his part of the undertaking. 2
ev agreement was afterward modif
All to the extent OF changing the pr
he Of the James NJ. Clifford from s.
ID, 600 TO 100000. Under the origi
p agreement. Pennington had the ri
" to treat the Henlopen as his pr
W .l.-. A.......A IInanr- Tho m