company was invalid, the lawyer for three of the company's directors argued yesterday.

Mr. Julian Hall said that Mr. Ernst Morrison, a director of Televest Ltd. who was the company's attorney, was not notified of the December 15 meeting until after it was held.

On the third day of a hearing, Mr. Hall was asking the Supreme Court to set aside an order which made Mr. Charles Kempe and Mr. Gil Tucker of Kempe & Whittle Ltd. the joint provisional liquidators of Televest.

Televest, which attracted $8.3 million in local investments, was placed in provisional liquidation in December along with credit card company Telecheck Holdings Ltd. and three other related companies.

Reportedly, a chain reaction that began with claims from the receiver for bankrupt United Kingdom companies led to the failure of the entire Televest group.

Mr. Hall said he wrote to Appleby, Spurling and Kempe and asked the law firm to explain why it said it was acting on behalf of Televest when it petitioned the Supreme Court to wind up Televest and appoint provisional liquidators.

The December 20 reply from lawyer Mrs. Diana Kempe said that Mr. Charles Kempe and Mr. Gil Tucker, who had already been appointed provisional liquidators of Televest's parent company Telecheck Holdings, met with Televest directors Mr.

Thomas Burns, Mr. Richard Burns, and Mr. Christopher Donnachie and discussed the financial situation of Televest "at length''.

At the meeting, it was "unanimously resolved'' that Televest would petition the Supreme Court for its own winding up, Mrs. Kempe said in the letter.

Mrs. Kempe went on to point out that shareholders who held not less than 95 percent of the shares had signed a waiver agreeing to short notice of the meeting, as required under the Companies Act.

Telecheck Holdings, which was represented by Mr. Kempe and Mr. Tucker as joint provisional liquidators, holds more than 95 percent of the shares of Televest.

Mr. Hall agreed that the Companies Act was satisfied so far as convening of the meeting on short notice. "However, accepting short notice is one thing; being given no notice is quite a separate thing,'' he said.

"The one member ... who did not sign the waiver was Ernst Morrison,'' Mr.

Hall argued before Puisne Judge the Hon. Mr. Justice Ground. "He happens to have been a shareholder, a director, and the corporate attorney of the company.

"He was given no notice of the shareholders' meeting -- none whatsoever.'' Mr. Hall, who represents the Burns brothers and Mr. Donnachie, said Mr.

Morrison of Hallett, Whitney & Patton was the one to whom his clients would have turned "to consider finally and calmly the advice being given to them by Mr. Charles Kempe''.

Although Mr. Morrison had spoken to the Burns brothers on the telephone, he believed they would come to his office and Hallett, Whitney and Patton would submit any petition for the winding-up of the company.

Mr. Morrison was later asked by Mr. Alan Dunch of AS&K if he would sign a short notice waiver if he received one, Mr. Hall said. Mr. Morrison said he would provided the other directors had. When he did sign the waiver, he dated it February 9, Mr. Hall said.

Even if the court found that the shareholders' meeting was properly held, and the motion to petition for the winding-up of Televest was properly passed, at no time was a motion passed asking for the appointment of Mr. Kempe and Mr.

Tucker as provisional liquidators, Mr. Hall said.

That was a separate issue from petitioning for a winding-up, he said. Because of other parties that AS&K and Kempe & Whittle were acting for, it would be "the height of absurdity to suggest that a properly advised Televest'' would take the action it purportedly took, Mr. Hall said.

AS&K's actions constituted a conflict of interest under the Code of Conduct of the Bermuda Bar Act, he charged. The case continues today.