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Possibly Messrs. "Nathan and Wren were alarmed by this development and thought the time had come to sell; possibly, being now in an unassailable position and minded to sell on their own terms, they encouraged and even inspired it. Yet it is fair to say that both Wren and Dash deposed to being strangers one to the other at that date and to being at arm's length throughout the subsequent transactions.
Wherever the truth lies—and it is difficult to reach a conclusion one way or the other, particularly as several of the persons alleged to have been connected with the movement for a new club have since died—Wren came forward with a proposition to lease his courses to the proposed new club. Negotiations followed, and finally an arrangement for the sale to the new club, which had been formed in the meantime, of Albion Park and Deagon, was come to on 21st March, 1923.
This agreement, already referred to, is embodied in Exhibits 20 and 21. (See Appendix C.)
Its terms themselves raise doubts as to whether, they were the result of a genuine attempt to bargain. It purports to have effect as from 1st January, 1923. In substance, it provides for the sale of Albion Park and Deagon for £450,000, payable by a deposit of £10,000, the balance to be paid by equal monthly instalments of £4,000 without interest, the first instalment becoming due on 1st May, 1923, The vendors, at their option, might, however, charge interest at 7 per cent on overdue instalments, or might, on default, cancel the sale and forfeit all payments already made. The consideration was apportioned, as to £50,000, to tangible assets and, as to £400,000, to goodwill. Neither the trustees nor the members of the club were to be liable in person or property for the performance of covenants. This meant, seeing that the club had no assets, that the purchase price, other than the deposit, was to be paid out of future profits. Obviously, too, the price included capitalised interest over the period of payment, about nine years. At 7 per cent, this would make the cash value approximately £334,000.
Wren stated in evidence that the annual profits of the firm from Albion Park immediately prior to the sale were about £30,000 and increasing, and that Dash had examined the books before purchasing. The profits for the first four months of 1923, "which, under the" contract, became the property of the purchaser, in fact exceeded £10,000, but it is difficult to understand how Dash, if he had really examined the books, brought himself to consent, on behalf of his club, or succeeded in inducing the other promoters of the club to consent, to a contract calling for annual instalments of £48,000. Particularly is this so as the promoters must have contemplated as not unlikely the possibility of The Queensland Turf Club reducing the number of racing dates allotted to Albion Park and increasing the minimum prize money prescribed for a meeting. On these points no efforts had then been made to seek reassurance.
Possibly Dash's action may be accounted for by sanguine optimism, while the fact that club members were to incur no liability may account for the action of the executive of the club in accepting such a contract.
Apart from some such explanation consistent with, honesty of purpose, the execution for the club of this agreement, imposing on it financial burdens almost obviously impossible of performance, appears, at the present time at all events, intelligible only on the supposition that: the document was signed, not as a genuine contract intended and expected by the parties to be fulfilled, but with a view to some ulterior scheme concerted between them.
