It will, of course, be admitted that Kelly was an interested party in the enterprise "from its very inception and that his'money which he pai for stock was used by the promoters the company. for organization expenses. It also appears that he voluntarily reduced his salary at the commencement of his services from Tls. 500 to Tls. 350 per month and that during the month of June, he loaned the company Mex. $655; that he refrained during the first four months from withdrawing about Mex. $1,000 of his salary which was admittedly due to him; that he sul seribed for additional stock on September 6, 1923, to the extent of Gold $1,000, practically all the money he had, and it does not appears that there were any serious complaints made against him until a short time after he entered into the agreement to subscribe for addi tional stock. While all these facts, and perhaps others, that might be mentioned might have a tendency. to raise some suspicion in the mind of the Court as to the good faith and honesty of this dissatisfaction which apparently did not become Teertainly would not be j finding that such facts reasonably tended to prove that the directors were not actually and in good faith dissatisfied with Kelly's endeavours and services under the contract. If were to allow oneself to enter the realm of speculation and con-Jecture, the thought might be suggested that during the last few months of Kelly's employment he himsel€ became dissatisfied with his contract and deliberately by his own ts and doings purposely gave the company cause for terminating, the contract and that he expected it to be terminated under the 90 days would give him three y and a re-plus 8 per 'A Court or fury Geciding questions of fact cannot permit' themselves to indulge The contention of counsel for plainti' that he could only be dis missed under the 90 days clause is then examined but not upheld.
not agree, however, with the defendant's counsel in the propos'- clause the defendant could compel the return to the company of Kelly's stock upon paying him Gold $500 with interest. The return of the stock upon such a termination would, Tam inclined to think be optional with Kelly. The contract contains no provision whereby Kelly was required to refrain from selling or transferring his stock and certainly if the stock were to increase in value five or ten fold it Id be unconscionable to compel fts surrender to the company for the amount of money which Kelly mally paid for it, plus 8 per cent. interest. In my judgment this provision of the contract as to the return of the stock is susceptible laced upon it by defendant's eounsel.
Text read from the printed page and cleaned; old type leaves the occasional error.