DISTRICT COURT, REEFTON.

Inangahua Times, Volume IX, Issue 1352, 23 January 1884, Page 2

DISTRICT COURT, REEFTON.

Monday, January 21st, 1884. (Before His Honor Judge Broad.) ANDERSON V. HOMEWARD BOUND EXTENDED COMPANY. This was an action to recover the sum of ■ 200 for breach of agreement. Defendant, a mechanical engineer, residing at Timor, aryborough, Victoria, was engaged by defendants on the 21st September last upon a six months engagement at T.B per week to work a diamond drill. Subsequently a cablegram was sent by the directors cancelling the appointment but plaintiff in the interval having made all arrangements for the fulfillment of his agreement with the Company, left for New Zealand on the 13th October, reaohing Reefton on the 30th. ■ c endeavored to settle the matter privately with defendants, offering to accept LSO in full sutisfac ion of a waiver of the agreement, but this they refused, and hence he present action. The particulars of the claim were as follows :26 weeks salary, at ' 8 per week, L2OB ; passage money and coach fare LlB 11. 6 d, and loss on sale on property in Victoria Ll5O, total L 376 .11. 6, reduced to L2OO to bring it within the jurisdiction of the Court. For the defence the defendants pleaded that they did not engage plaintiff as alleged ; that they did not promise and agree to pay 'he moneys stated, and that the offer of employment, if any, was notaccepted by plaintiff, and that it was withdrawn by the defendants on he 29th September; that in the interval which had since elapsed plaintiff might have procured other employment ; that the expenses incurred by plaintiff were needless ; that the claim made in respect of loss sustained through sale of property in Victoria was not such as defendants couid be liable for ; and coiv-lu-lo'l with a general denial of all the material all ■:-..at ions conlained in plaintiff's declaration. Mr Jones appeared for the plaintiff and Mr Lynch for the defence. The following jurors were sworn essrs J. Anderson (foreman), T. Anderson, J Archer and H. Bade. By agreement between counsel c-rtain telegrams and other documentary evidence and formal prooffs were admitted and put in. Mr Jonca then opened the case for the plantiff. c said the plautiffs claim amounted to £376 lis 6d, but it had been reduced to £200 to bring it wi-hin the jurisdiction of the Court. At the ime plantiff received tbe offer of engagement from defendants he was settled comfortably at Timor, near Maryborough, Victoria. The first offer made was for £6 per week, but this was declined, and subsequently the second offer and agreement of £8 per week was made and accepted, aud in pursuance of that agreement defendant resigned an appointment he held to supervise the erection of a thirty-head ba'tery at Sandhurst, and placed his properly- in the market, and arranged to leave for New Zealand. On the 29th of September, however, he received a cablegram from the directors saying hat his services were not required, but at that time his arrangements to quit Victoria had been completed, and he accordingly set out for Reefton. Arriving here he presented himself at he company's ofh'ce, but the directors refused to consider themselves bound by the engagement. He then asked that they should pay him a reasonable sum y way of compensation, offering to take one month's salary and travelling expenses in full settlement, but this offer was rejected • y the directors. 1 1 is onor inquired whether any effort had l-een made to settle the case, by arbitration. It seemed to him a fit cane to go before arbitrators, as in that case finality of settlement could be arrived at. Mr Jones said plautiff was quite willing to submit to arbitration. iVI r ynch said he was not authorised to make any proposal on the subject. His Honor said it appeared to him the j case was capable of a private settlement, and if so, it would be better for all parties. Mr Lynch* said he would consult his

clienfca, and asked for a few minutes adjournment for that purpose. On the C«*mrt resuiuinc, V'r Lynch ; said J» bad been authorise^to ofhw the ' sun>,<tf JSSOas compensation. : Mr Jones declined to- accept the offer, and the case accordingly proceeded. Mr G. W. Sampson was. then called and | produced certain telegrams • between the parties. Alexander Anderson *. I am an engineer now residing in Reefton ; I received a letter from the manager, dated 1 * 3rd August, 1883. Mr, Lynch objected to the advisability \ of the letter in question. His Honor said the document could be put in merely as showing that negotiations were carried on. Examination : Ou receipt of that letter I found I could not go and tried to secure another man for defendants, but failed. On tho Ist September I wrote to Mr Hobby explaining my reasons for not being able to come, and requesting him to inform the defendants. Immediately I posted that letter I received a cablegram from -Vlf Lee asking whether I accepted the appointment. I replied on the morning of the sth that I could not come, bnt letter posted. On the 22nd September I received a cablegram from Mr Lee as follows : ■* Will give 8 a week, six months, passage paid If not accepted try John Thos Smith." On reoeipt of that I replied on the 24th — " Will accept. Leave about three weeks. LetteT s&it " I immediately put aU my property/for sale, aud on following day I went to Dunolly and was there offered an appointment to superintend the erection of some machinery* but refused on account of my Reefton engagement. On the following day I went to Sandhurst to got relieved from certain duties I was to perform in connection with a forty-head battery. I then went to Melbourne to make arrangements for the provision of my daughter. On the morning of the 25th September I advertised my property for sale, and it was sold on the 10th of October. On the 29th September I received a telegram from Lee telling me not to come. On the Ist of October I wrote by the advice of my solicitor in Melbourne informing Mr cc that I had made arrangements to leave, and would hold the Company to a performance of the contract. I accordingly left • for New Zealand, and immediately that I arrived in Reefton 1 reported myself to Mr Lee. I left Victoria on the 12th October and reached here on the 30th of the same month. I asked Mr cc to give me a copy of the letter which he said had bt,en posted to me in Victoria, but which had ttot.reached me up to the time of my departure. He refused to do so, saying the directors would not allow him to do anything. I asked him to get an interview between myself and the directors. They/subsequently met and I remained outside ; presently Mr Lee came out and told me they could not get Mr McLaughlin to stpp. Mr Beeche asked me if we could not arrange this matter, I said certainly, it ii just what I wanted and 'he sooner it was settled the sooner I could get back to Victoria. I said I did not want to force my services on the Company if they did not want me. He said he hud another meeting to attend that night, but would see me through tho week and arrange matters, ' I did not see him through ihe week, but Mr Hobby called on me and told me what the offer was. He said it was a months salary and passage paid. I demanded £70 and Mr obby said he would inform Mr Beeche and the other directors. .\ Mr Lynch said-there .was nothing before the Court to show^wjio r Hobby and Mr Beeche were. Tfiey were not yet connected with the action. His Honor : said he w6uld allow the evidence to go in and afterwards direct the jury as to the weight to be attached to it. :. Examination continued : I instructed my solicitor to write to the directors, and then called on Mr Beeche again and said that rather than go into Court I would accpt £50 in settlement. He said he would call a meeting for the following night and get the matter settled. He further said that they had sent down for Mr Lecky, and that the meeting would be held on the 2t)th, and that I migtt consider the matter as good as settled. On the 30th I called upon Mr Hobby, when he told me they would only give £30 : I refused to accept that sum. By Mr Lynch : < n the 2-lth September I wrote to Mr Hobby, the letter produced I merely ssked them o wire if three weeks was too long and if they required it I would have come away earlier ; I made no attempt to secure employment in Victoria after accepting defendant's offer.; I am a mechanical engineer, and the rate of pay is from £6 to £15 per week. William IT. Hobby : I am an engineer residing in Reefton ; I received the letters produced from plantiff • do not recollect being present in the office of the company on the 21st September ; remember seeing the original of the telegram produced, . offering an engagement to r Anderson; cannot say who wag present at the time ; there was a meeting of direcors about that time; Mr Lee the manager received instructions from the directors to offer the engagement to plantiff ; am not aware whether all the directors instructed him ; I authorised him verbally ; there was a meeting of directors at which Mr Anderson's appointment was discussed, and it was decided that he should be sent for ; the proceedings were not reduced to writing ). the terms agreed were those mentioned "in the telegram produced ; Anderson's acceptance of the appointment was submitted to me as a director of the oineward Bound Company ; my letters arid telegrams to Mr Anderson were mostly of a private character, though the company paiil for sending some of them ; the directors saw the replies. A meeting of directors was held shortly after 'Mr Anderson's arrival ; four directors were present ; I cannot recollect what was said at that meeting ; there was an objection to paying Mr nderson ; one director thought £30 compensation was sufficient ; never made an offer to r Anderson at any time; I recollect saying something to Mr Anderson about £s(£ but that was only as a suggestion ; recollect the meeting of directors at which Mr Lecky was present ; I don't recollect who was present at the second meeing; I : think M'Laughliu, Bryne, Lecky, . eeche I and myself wore present ; recollect Lecky ; Haying at ihe meeting that he would j rather give plantiff .50 than go o law ; ; ii-) resolution to that effect was moved at tho meeting. Thomas Lee : I am a sharebroker, and legal manager of the Homeward Bound Extended Company; I produce the minute book of the company ; there was a meeting of the directors on the Ist o-f August, at which Messrs. Beeche and : il lobby were appointed to transact alt ( business of the com pany during tho I absence of a quorum.

His onor pointed out that such a resolution was ultra viris. Examination continued : The next ■meeting was on the 26th September, when the resolution empowering Beeche and obby to so act was. rescinded ; there . wore present Messrs. Beeche, obby, ; eckey. and Byrne ; it was decided a - that meeting to send a telegram to Anderson, notifying him not to come ; the letter was a copy of the resolution passed ; on the 16th October a meeting was held, essrs. ■Beeche, McLaughlin, and obby being present ; a letter was read from Anderson, and a proposi ion was carried that no further action be taken in the matter ; recollect writing the letter to Anderson, offering £8 per week, and payment of passage money ; I was authorised to send that offjr by essrs. Beeche and obby ; it was -Ir : obby who gave nae telegram, and I ,ui -lei-stood Beeche acquiesed ; I don't -remoiu ber whether a meeting of 'he directors was held at the omce on the 9th November ; nothing was put down at that meeting about Anderson ; there was a conversation about Anderson. It was said he would take a certain sum, but some of the directors said they might vote for a smaller sum. c wanted £50. and some of the directors wer** willing to give £30 ; the meeting must have been called by myself ; I cant recollect the business stated in the circular for consideration ; I called all meetings ; I don't invariably state the business in the circular convening the meeting ; can't remember what sort of notice was sent to Lecky, By -Mr Lynch: Three directors form a quorum ; the first letter to Anderson was that the directors required his services immediately. This closed the case for the plaintiff. The following evidence was then taken for the defendants : — j John B. Beeche.: I urn a director of j the Homeward Bound hjxteuded" Comi pany, and recollect the negotiations | entered into with plaintiff. Mr; Hobby and myself were appointed to transact the business of the directory during the absence of a quorum ; the intimation to Anderson was that we required his services immediately; was aware of the offer of £8 per week, and saw his reply thereto ; he accepted the offer, stating at the same time that he had written, and we did not regard his acceptance as final until his letter arrived ; iv the meantime we wired to him not to come ; don't think we ever had a meeting with regard to Anderson. By Mr Jones : I believe Mr Anderson put in an account for loss of time ; cannot say I recollect a meeting of ! directors held on the 10th October;J would not like to swear that we always enter a record of our business in the minute book; recollect telling Anderson that I would try and get a meeting ' of the directors to consider the matter ; \ I may have come out of the office and . told plaintiff that McLaughlin would not stay to form a quorum ; don't ro- , member whether McLaughlin was in the office that night ; remember he would not stop to a meeting, saying he 1 had other business ; recollect having a drink that night with plaintiff, but don't remember what I said to him. ; His Honor : The impression left on my mind is that the meeting was ■ called specially to consider Anderson's ■ case, but that McLaughlin refused to stay and form a quorum. Is that so ? , Witness : No. McLaughlin said he ; had to attend another meeting ; recol- : lect the meeting at which Lecky, myself, McLaughlin, and Hobby were [ present ; nothing was done officially at that meeting i*elative to. Anderson ; the matter was talked about, but I do not recollect any resolution being submitted ; 1 believe I was in the chair ; \ I recollect refusing to take a vote on • the matter unless they were unanii mous. This was in connection with the working of the diamond drill,' as I to whether it should be worked or not ; . I think lam mistaken — the resolution had reference to Anderson's case only ; the resolution was not put formally; it was not proposed or seconded. By His Honor : On sitting down at the meeting, knowing that Anderson's affair would crop up, I said that unless they were unanimous I would not vote in any /way; I think it was the monthly meeting; am not certain whether it was an ordinary meeting or not ; recollect telling plaintiff that I ; would endeavour to get a meeting to \ consider the question ; believe Lecky came up in consequence of Anderson threatening to take legal proceedings ; the object of the meeting may have been to take some action relative to Anderson's claim ; the matter was discussed, and opinions clashed ; the matter wasn't put to the vote ; I did not propose to give him £30 ; I would have given Lim £50, but I did not move in the matter ; cannot say why no minutes were taken of the meeting; it is usual to take minutes at the directors' meetings. Timothy McLaughlin : I am a mining speculator, and a director of the i-lomeward Bound' Company ; it is a lie j that I ran away from a directors' J meeting so as to break a quorum ; I did not attend the meeting This closed the case for the defence. Mr Lynch then proceeded to address the Court and jury. He contended that a company was not bound by the proceedings of directors who acted ultra vire&, nothing less than a legally' constituted quorum of directors could bind the company; neither could a manager acting beyond the- scope of his authority pledge the credit of a company ; the contract in question was therefore void as against, defendants. Mr Jones submitted that if one or more directors, whether constituting a legal quorum, or not, transacted the business of a company, and gave themselves out as authorised to so act,, the whole of the- directors were bound by their acts. He argued, however, that the whole of the directors, in authorising the manager subsequently to telegraph a cancellation of the appointment, had thereby virtually recognised the contract made by Messrs. Hob *y [ and Beeche,, and ratified it. His Honor said it would hardly be necessary for him to address the jury

it any length. They had heard a statement of the law from counsel on jach side, and although it was difficult ior persons who had v.ot had a legal draining to understand its full force, the jury would ha; i:/ .jy.-K-rit>'.!.i.ue much difficulty in realis.cg Lis bea,v-i.g upon the present case. ii-.* (Li.s Honor) had said during tho pro.jiv.s-i «>i' the case that he was inclund to take a view of the law different from that set forth. by either Mr Jones. o-r Mt Lyiicii. Mr Jones had, however,, iv his '-losing address, touched upon tbt* very ;o,nt which His Honor had hadiu liis .mad when he made the remark in quesbiou, and if the jury thought it sufficient, it would get rid at once of the whole of the technical difficulties which surrounded the case. .If h.; niiisdirect-'d the jury on the law a ground. of appeal would lie, but tiiere was no appeal from the finding of the jury upon the facts.. The first point was — Did the directors, as such, order the telegram of the 21st September to be sent to plaintiff by Lee. If they did not authorise it, and the manager sent it on his own responsibility, thou the company was clearly no:- liable ; the manager cannot act beyond the scope of his authority. Now, the question was — Did the directors authorise the sending of that telegram? On this point some eyideuce had been tendered by the plaintiff, and it was for tlie jury to decide whether it was sufficient. He did not say that it would be sufficient to satisfy him, but it might be sufficient to satisfy them ; .or t-hoy might come to the conclusion tha!: if the directors did not actually authorise its being sent, they, by tbeir subsequent acts, adopted aud ratified the manager's' action, and, therefore, if they did not sanction it at its inception, they eventually ratified it. His Houor tinn dwelt upon the evideuce submitted on each side, and explained the application of the law to the assessment of the damages. The jury then retired, and, after an absence of about half an-hour, returned into Court with a verdict for plaintiff, damages £136, and costs of Court, £12 14s.