Newspapers in Court

A case of very great interest to shareholders in company papers was decided in chambers by Mr Justice Gillies in Auckland, on the 31st August. The Leader Company was started three years ago, and like most other newspaper companies, has not been able to achieve a financial success. The shareholders generally, however, in starting a paper « in the interests of Christian and temperance work, » did not look upon the matter altogether as a commercial speculation, and have paid their calls with a pretty good grace. Mr William Thorne, solicitor, was an original shareholder, with twenty £1 shares. In July last he paid £1, making £12 10s out of the £20 which he was liable to pay. He then told the collector he would pay no more; and in a few days the directors received what purported to be a transfer deed, conveying his twenty shares to Mrs Maria Fisher, widow, in consideration of the sum of £3. Accompanying this was a letter requesting that the transfer should be entered in the company's register. The directors, being unable to discover that any Mrs Maria Fisher existed, and having some doubt as to the bona fides of the transfer, sent Mr Thorne a written reply, declining to register it. To this they received a long and abusive rejoinder, in which Mr Thorne laid down the law thus: « The company has no right to refuse any transfer. The law is clear that in the absence of any restrictions in the articles of association any shareholder has the right of going into the market and disposing of his shares without consent of directors or shareholders, and so far has this been carried that any transfer is valid and must be registered, although made avowedly for the purpose of avoiding liability; although made to a man of straw; although a valuable consideration be expressed, but not actually paid; and although the consideration be, in fact, paid to, and not by, the transferee. » The letter went on to say that unless the transfer were registered by a given date he would apply to the Supreme Court to have his name removed from the share-list. In the letter which the manager sent in reply, he stated the company's case thus: « You agreed to take twenty shares in the company at £1 each, and placing confidence in your intention to carry out your agreement, my directors incurred certain liabilities. You have not yet carried out that agreement, for you have not paid for your twenty shares, but only £12 10s on account. The company has sufficient assets to pay its liabilities, but your contract, on which £7 10s is recoverable from you, forms a portion of those assets, and my directors do not feel justified in reducing the value of those assets by substituting for you a person who, as far as they know, may have no means of paying the calls. » Mr Thorne replied in a letter beginning, « It is quite evident you are ignorant of company law. » The secretary again wrote, stating that no trace of the alleged « Mrs Fisher » could be found in Lincoln-street, the address given. Mr Thorne then made his application in the Supreme Court, and on the day of hearing, filed an affidavit that Mrs Fisher had gone to Melbourne! The company contended that the directors had acted in the interests of the shareholders; that Mr Thorne had, up to the day of hearing, given no intimation of Mrs Fisher's whereabouts; and that the transfer itself was void, the names and addresses of the witnesses not being set forth as required in §9 Table A of the Companies Act, 1882. On this latter point—(a flaw in a document drawn by Mr Thorne himself, who has thus justified the old saw about the man who is « his own lawyer »)— his Honor gave judgment in favor of the company, and refused the order. Mr Stone, for Mr Thorne, applied for costs. His Honor said: « Looking at the tone of Mr Thome's correspondence with the directors, I think he deserves to pay costs: I will allow the respondents two guineas. » The Leader indulges in a natural chuckle at the sharp Thorne, through an inexcusable blunder of his own, failing in his application, and having to pay costs in addition. But the case has a really serious side. Mr Thorne's points, which we have italicised— inequitable as they are, and affording wide opportunities for fraud— appear to be good law.—Should any of our readers be imprudent enough to venture into a joint-stock newspaper speculation, let them first carefully read the articles of association in the light of this instructive case.

At the R.M. Court, Hastings, on the 7th inst., A. B. Green, local agent for the Napier Telegraph, sued S. S. Quinn, a Government insurance agent, for the sum of £1 12s for printing 300 cards. Plaintiff stated that defendant ordered the cards six months ago, his instructions being that they were to be done in a first-class manner. The defendant, on receiving them, sent them back, alleging that they were too good for him.—Defendant pleaded that he was not indebted. He had sent a sample, to be exactly imitated, and this instruction was not carried out. Sent the cards back directly he saw them: would not take or use them at any price.—Judgment was given for defendant with costs and solicitor's fee.—This is the kind of difficulty which is especially likely to arise in any case where an order comes through an agent, and it is very hard on the printer. If an exact reprint of a display job is wanted, the proper course is to send it to the office where it was originally designed and printed. A specimen handed in, unless explicit directions to the contrary are given, is always taken as a general guide to the compositor. To exactly follow the work of another office, even if it were quite fair, is rarely possible. When a customer is as particular as Mr Quinn appears to be, he should stipulate for a proof. The published report of the case is written in a spirit of hostility to the printer; but if it correctly states the evidence, we regard the decision as wrong, and unfair to the trade.

At the R.M. Court, Hastings, on 7th September, A. Wooding, a boy, sued S. G. A. Popplewell for £3 10s for work done. E. Bush deposed that he was agent for defendant, who was proprietor of the Napier News. Engaged plaintiff on his own behalf, and without any authority from defendant, as runner, at 10s per week. Had charged the News with 10s a week for delivering the papers. The boy's total claim was £5, of which he had paid 30s in instalments.—Mr Popplewell deposed that he never engaged defendant, nor authorized his engagement. Bush, (who was at present indebted to witness), was allowed a commission on all papers sold, and was paid 10s a week for delivering them.—Judgment was given for plaintiff for amount claimed, with costs 6s and solicitors' fee 10s 6d.—The more we meditate upon this simple case, the less we can understand the decision.

In the Supreme Court, New South Wales, a singular case—the Sydney Newspaper Company v. Muir—was decided last month, by the full court. The plaintiffs published a Sunday newspaper. It had been decided by the court below that they could not recover their advertising account from the defendant, because the performance of their contract involved an illegal act—the publishing of a newspaper on Sunday. Against this decision the plaintiffs appealed, but the full court upheld it. The Chief Justice, in awarding the verdict to the defendant, characterized his defence as « unrighteous, dishonest, and discreditable. » —And so say we.

The committal of an editor to prison for six months for criminal libel is fortunately an event of exceedingly rare occurrence in this colony. Gisborne has an unenviable reputation for journalism of the personal kind, and there are generally one or more libel actions pending. It is equally unfortunate in the matter of its local governing bodies—even now they are at loggerheads, and have been wasting ratepayers' money in litigation with each other. It is perhaps too much to expect that papers which are the authorized « gazettes » of the local authorities will subject them to very severe criticism; and consequently Mr Baldwin's paper, the little and struggling Independent, represented the opposition element. Only those who have conducted a paper in a small community, and have ventured to oppose a governing clique or to expose the tactics of a local « ring, » know—to their cost—the kind of influences brought to bear to crush them. Mr Baldwin has scarcely ever been free from libel actions, and it was in consequence of a civil proceeding some time ago that he made over the paper to his wife—a woman of pluck and energy, who, when the necessity arises, can take a hand at « case. » We have no sympathy with the political views of the paper; but we admire the independence and determination which has hitherto kept it going against heavy odds; and had Mr Baldwin confined himself to exposing the abuses which abound in the community, and to fair and legitimate comment thereon, he would have deserved the fullest sympathy. But he did not. He made the fatal mistake of descending to low and scurrilous abuse; admitting into his columns personal attacks and stupid lampoons upon a townsman holding a purely executive position as servant of two of the local bodies. The libels were cruel, and their vulgarity was unrelieved by a spark of humor or literary ability. Though Mr Baldwin's sentence appears to us inordinately severe, he cannot figure as a martyr. The one extenuating circumstance is, that his style of journalism is what the Gisborne folk have been accustomed to ever since they had a local newspaper, and that, on the whole, it seems to suit them.—The charges against Mrs Baldwin were dismissed, as she had nothing to do with the libel. Had the action been a civil one, she, as the proprietress, would properly have been called to account; but the institution of criminal proceedings against her was inexcusable, and was sharply commented upon by the court.