and Brunswick Company Ltd. over more than $1.6 million.

Mr. Yearwood, a Brunswick director, sought summary judgment, claiming $1,623,115.32 from the defendant company.

That was said to be the balance of money he lent the firm, at the firm's request, and interest at an agreed rate of six percent per annum.

But Brunswick has set up what the presiding judge termed "a bona fide counter-claim arising broadly out of the same subject-matter of the action and connected with the grounds of the defence''. Puisne Judge Norma Wade accepted Brunswick's contention that Mr. Yearwood is suing on an oral contract, the terms of which are in dispute and summary judgment must therefore be refused.

But Brunswick raised a defence of "set-off'' and satisfied Mrs. Justice Wade that the firm was "entitled to unconditional leave to defend up to the amount of the set-off claimed, which far exceeds the plaintiff's claim''.

Mrs. Justice Wade continued: "It is clear beyond doubt that there are also several disputes of fact which, in my judgment, clearly will require a trial for determination given especially that it is self-evident that there is no question that the defences raised (albeit in draft form) are raised bona fide.

I do not think that the plaintiff has or could have contended, seriously, that the defence is obviously bogus.

"It is not possible, in my view, to say that the defendant has no reasonable ground of defence in the action. It is self-evident that there are substantial issues and questions in issue which ought to be tried.'' Mrs. Justice Wade granted the defendant unconditional leave to defend in respect of the whole claim.

She concluded: "Although cost normally follows the event in these matters, I reserve the issue of costs for the trial judge.

"The defendant has had the benefit of the money, acknowledged the loan and made some repayments. Therefore the defendant should have realised that the loan might have been ultra vires , whatever the plaintiff knew or not. The plaintiff was not the only director and the company's secretary ought to have known the position.''