Mr. Maddocks said the company's articles of association empowered the directors in their absolute and uncontrolled discretion, without assigning any reason, to decline to register any proposed transfer of shares. If so minded they could have placed difficulties in the way of a purchaser willing to give the true value. Bu: in his submission it was a serious mistake of Mr. Tweed-ale to negotiate with the directors on the footing that they were in such @ dominant position that he was bound to accept their price. If he could produce evidence that they were acting in bad faith they could be restrained from acting under that article. He was not entitled to a sume that they would refuse registration; he ought to have sought a purchaser elsewhere and tested the value of the shares. If he had investigated the internal affairs of the company he would have understood the real value of the shares and the strong position of a purchaser in regard to the release of the substantial reserve.
In 1930 and the succeeding year dividends of 30 per cent. were paid. He was dealing with the estate of a debtor who was really solvent, and if the shares had been sold at their true value there would have been a surplus. But he never consulted Mr. Aschkenasy and acted in the matter like a sheriff's officer whose duty was to realize at any price.
Solomon Aschkenasy, in evidence, stated that he estimated the shares were worth £3 6s. to £3 155. each on April 1, 1930, without taking the option into consideration.
The case was adjourned.
The minutes of the annual meeting held in September, 1928, attended by the four directors, stated that after some heated words Mr. Aschkenasy, who was in the chair, declared that he adjourned the meeting sine die, and he and his son left the room.
Text read from the printed page and cleaned; old type leaves the occasional error.