# Tutt and Mr. Tutt/Lallapaloosa Limited

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Lallapaloosa Limited
"Ethics: The doctrine of man's duty in respect to himself and the rights of others."—Century Dictionary.
"I don't say that all these people couldn't be squared; but it is right to tell you that I shouldn't be sufficiently degraded in my own estimation unless I was insulted with a very considerable bribe."—Pooh-Bah.
"I'VE been all over those securities," Miss Wiggin informed Mr. Tutt as he entered the office one morning, "and not a single one of them is listed on the Stock Exchange."
"What securities are those?" asked her employer, hanging his tall hat on the antiquated mahogany coat tree in the corner opposite the screen that ambushed the washing apparatus. "I don't remember any securities," he remarked as he applied a match to the off end of a particularly green and vicious-looking stogy.
"Why, of course you do, Mr. Tutt!" insisted ​Miss Wiggin. "Don't you remember those great piles of bonds and stocks that Doctor Barrows left here with you to keep for him?"
"Oh, those!" Mr. Tutt smiled inscrutably. "Mr. Barrows is not a physician," he corrected her, running his eye over the General Sessions calendar. "He's only a 'doc'—that is to say, one who doctors. You know you can doctor a lot of things besides the human anatomy. No, I guess they're not listed on the Stock Exchange or anywhere else."
"Well, here's a schedule I made of them—Miss Sondheim typed it—and their total face value is seventeen million eight hundred thousand dollars. I tried to find out all I could, but none of the firms on Wall Street had ever heard of any of them—excepting of one that was traded in on the curb up to within a few weeks. There's Great Lakes and Canadian Southern Railway Company," she went on, "Chicago Water Front and Terminal Company, Great Geyser Texan Petroleum and Llano Estacado Land Company—dozens and dozens of them, and not one has an office or, so far as I can find out, any tangible existence—but the one I spoke of."
"Which is this great exception?" queried Mr. Tutt absently as he searched through the Law Journal for the case he was going to try that . ​afternoon. You said one of them had been dealt in on the curb? You astonish me!"
"It's got a funny name," she answered. "It almost sounds as if they meant it for a joke—Horse's Neck Extension."
"I guess they meant it for a joke all right—on the public," chuckled her employer. "How many shares are there?"
"A hundred thousand," she answered.
"Jumping Jehoshaphat!" ejaculated Mr. Tutt. "How on earth did old Doc manage to get hold of them?"
"It sold for only ten cents a share!" replied Miss Wiggin. "That would mean ten thousand dollars——"
"If Doc paid for it," supplemented Mr. Tutt. "Which he probably didn't. What's it selling for now?"
"It isn't selling at all."
Mr. Tutt pressed the button that summoned Willie.
"When you haven't anything better to do," he said to her, "why don't you go round and see what has become of—of—Horse's Neck Extension?"
"I will," assented Miss Wiggin. "It makes me feel rich just to talk about such things. I just love it."
"Many a slick crook has taken advantage of ​just that kind of feeling," mused Mr. Tutt. "There are two things that women—particularly trained nurses—seem to like better than anything else in the world—babies and stock certificates."
Then upon the arrival of the recalcitrant William he gathered up his papers and took down his hat from the tree.
"I wish you'd let me get your hat ironed, Mr. Tutt," remarked Miss Wiggin. "It would cost you only fifty cents."
"That's all you know about it, my dear," he answered. "More likely it would cost me a hundred thousand dollars."
Mr. Tobias Greenbaum, of Scherer, Hunn, Greenbaum & Beck, carefully placed his cigar where it would not char his Italian Renaissance desk and smoothed out the list which Mr. Elderberry, the secretary of The Horse's Neck Extension Copper Mining Company, handed to him. The list was typed on thin sheets; of foolscap and contained the names of stockholders, but as it had lain rolled up in the bottom of Mr. Elderberry's desk for five years without being disturbed it was inclined to resist the gentle pressure of Mr. Greenbaum's fingers.
Mr. Greenbaum glanced sharply round the plate-glass lake that separated him from the other ​directors of Horse's Neck, rather as if he had detected his associates in a crime.
"Isaacs says," he announced in an arrogant, almost insulting tone, though below the surface he was an entirely genial person, "that the new vein in the Amphalula runs into the west drift of Horse's Neck almost to where we quit work in Number Nine five years ago."
"If it does it will make it a bonanza property," emphatically declared his partner, Mr. Scherer, a dolichocephalous person with very black hair and thin bluish cheeks. "It's a pity we didn't buy it all in at ten cents a share."
"We did!" retorted Greenbaum. "All that could be shaken out. We've got all the stock that hasn't gravitated to the cemeteries."
"Even if the Amphalula vein doesn't run into it it will come near enough to make Horse's Neck worth dollars per share. It's a heads-I-win-tails-you-lose proposition," commented Mr. Hunn dryly. "Who controls Amphalula?"
"We do," snapped Greenbaum.
"Then it's a cinch," returned Hunn mildly. "Shake out the sleepers, reorganize, and sell or hold as seems most advisable later on."
Mr. Elderberry cleared his throat tentatively.
"If you gentlemen will pardon me—I have been considering this matter for some little time," he ​hazarded. Mr. Elderberry was not only the professional salaried secretary of Horse's Neck but was also treasurer of the Amphalula, and general factotum, representative and interlocking director for Scherer, Hunn, Greenbaum & Beck in their various mining enterprises, combining in his person almost as many offices as, Pooh-Bah in "The Mikado." Though he could not have claimed to serve as "First Lord of the Treasury, Lord Chief Justice, Commander-in-Chief, Lord High Admiral, Master of the Buck Hounds, Groom of the Back Stairs, Archbishop of Titipu and Lord Mayor, both acting and elect, all rolled into one," he could with entire modesty have admitted the soft impeachment of being simultaneously treasurer of Amphalula, vice-president of Hooligan Gulch and Red Water, secretary of Horse's Neck, Holy Jo, Gargoyle Extension, Cowhide Number Five, Consolidated Bimetallic, Nevada Mastodon, Leaping Frog, Orelady Mine, Why Marry and Sol's Cliff Buttress, and president of Blimp Consolidated.
All these various properties were either owned or controlled by Scherer, Hunn, Greenbaum & Beck and had been acquired with the use of the same original capital in various entirely legal ways, which at the present moment are irrelevant. The firm was a strictly honorable business house, from both their own point of view and that of the ​Street. Everything they did was with and by the advice of counsel. Yet not one of these active-minded gentlemen, including Mr. Greenbaum, the dolichocephalous Scherer and the acephalous Hunn, had ever done a stroke of productive work or contributed anything toward the common weal. In fact, distress to somebody in some form, and usually to a large number of persons, inevitably followed whatever deal they undertook, since their business was speculating in mining properties and unloading the bad ones upon an unsuspecting public which Scherer, Hunn, Greenbaum & Beck had permitted to deceive itself.
Thus, when Greenbaum called upon Mr. Elderberry for advice, it savored strongly of Koko's consulting Pooh-Bah and was sometimes almost as confusing, for just as Pooh-Bah on these occasions was won't to reply, "Certainly. In which of my capacities? As First Lord of the Treasury, Lord Chamberlain, Attorney-General, Chancellor of the Exchequer, Privy Purse or Private Secretary?" so the financial and corporate Elderberry might equally well ask: "Exactly. But are you seeking my advice as secretary of Horse's Neck, of Holy Jo, of Cowhide Number Five, or as vice-president of Hooligan Gulch and Red Water, treasurer of Amphalula or president of Blimp Consolidated?"
Just now it was, of course, obvious that he was ​addressing the company in his capacity of secretary of Horse's Neck.
"It goes without saying, gentlemen, that this property is pretty nearly down and out. You will recall that most of the insiders sold out on the tail of the Goldfield Boom and waited for the market to sag until we could buy in again. The mines are full of water, work was abandoned over four years ago, and the property is practically defunct. The original capitalization was ten million shares at one dollar a share. We own or control at least four million shares, for which we paid ten to fifteen cents, while we had sold our original holdings for one dollar sixty to one dollar ninety-five a share. While Horse's Neck represents a handsome profit—in my opinion"—he cleared his throat again as if deprecating the vulgarity of his phrase—"it is good for another whirl."
"You say it's full of water?" inquired Hunn.
"It will cost about fifty thousand dollars to pump out the mines and a hundred thousand to repair the machinery. Then there's quite an indebtedness—about seventy-five thousand; and tax liens—another fifty. Half a million dollars would put Horse's Neck on the map, and if the Amphalula vein crosses the property it will be worth ten millions. If it doesn't, the chance that it is going to will make a market for the stock."
​Mr. Elderberry swept with a bland inquiring eye the shore of the glassy sea about which his associates were gathered.
"I've been over the ground," announced Greenbaum "and it's a good gamble. We want Horse's Neck for ourselves—at any rate until we are confident that it's a real lemon. Half a million will do it. I'll personally put up a hundred thousand."
"How are you going to get rid of the fifty thousand other stockholders?" asked Mr. Beck dubiously "We don't want them trailing along with us."
"I propose," answered Mr. Elderberry brightly, in his capacity as chief conspirator for Scherer, Hunn, et al., "that we organize a new corporation to be called 'Lallapaloosa Limited' and capitalize it at a million dollars—one million shares at a dollar a share. Then we will execute a contract between Horse's Neck and Lallapaloosa by the terms of which the old bankrupt corporation will sell to the new corporation all its assets for one hundred and twenty-five thousand dollars. We underwrite the stock of Lallapaloosa at fifty cents a share, thus supplying the new corporation with the funds with which to purchase the properties of the old. In a word we shall get Horse's Neck for a hundred and twenty-five thousand and have three hundred and seventy-five thousand left out of what ​we subscribe to underwrite the stock to put it on its feet."
"That's all right," debated Hunn. "But how about the other stockholders in Horse's Neck that Beck referred to? Where do they come in?"
"I've thought of that," returned Elderberry. "Of course you can't just squeeze 'em out entirely. That wouldn't be legal. They must be given the chance to subscribe at par to the stock of the new corporation on the basis of one share in the new for every ten they hold in the old; or, as Horse's Neck is a Delaware corporation, to have their old stock appraised under the laws of Delaware. In point of fact, they've all written off their holdings in Horse's Neck as a total loss years ago and you couldn't drag 'em into putting in any new money. They'll simply let it go—forfeit their stock in Horse's Neck and be wiped out because they were not willing to go in and reorganize the property with us."
"They would if they knew about Amphalula," remarked Beck.
"Well, they don't!" snapped Greenbaum, "and we're under no obligations to tell 'em. They can infer what they like from the fact that Horse's Neck has been selling for ten cents a share for the last three years."
"Is that right, Chippingham?" inquired Beck ​of the attorney who was in attendance. "I mean—is it legal?"
"Perfectly legal," replied Mr. Chippingham conclusively. "A corporation has a perfect right to dispose of its entire assets for a proper consideration and if any minority stockholder feels aggrieved he can take the matter to the Delaware courts and get his equity assessed. Besides, everybody is treated alike—all the stockholders in Horse's Neck can subscribe pro rata for Lallapaloosa."
"Only they won't," grinned Scherer.
"And so, as they are wiped out—the new corporation—that is us—in fact gets their equity, just as much as if they had deeded it to us."
"That is, we get for nothing about one-half the value of the property," agreed Elderberry. "Now, I've been over the list and I don't think you'll hear a peep from any of them."
"He's got 'em on the list—he's got 'em on the list;
hummed Mr. Beck. "It looks good to me! I'll take a hundred thousand."
"Mr. Chippingham has the papers drawn already," continued Elderberry. "Of course you've got to give the old stockholders notice, but ​we can rush the thing through and before anybody wakes up the thing will be done. Then they can holler all they want."
"Well, I'll come in," announced Hunn complacently.
"So will I," echoed Scherer. "And the firm can underwrite the last hundred thousand, and that will clean it up."
"Is it all right for us to underwrite the stock ourselves at half price?" inquired Mr. Beck. "I mean—is it legal?"
"Sure!" reiterated Mr. Chippingham. "Somebody's got to underwrite it; why not us?"
"Move we adjourn," said Mr. Greenbaum. "Elderberry—the usual."
Mr. Elderberry removed from his change pocket five glittering gold pieces and slid one across the glass sheet to each director.
"Second motion. Carried! All up—seventh inning!" smiled Mr. Scherer; and the directors, pocketing their gold pieces, arose.
If, as it has been defined, ethics consists of a "system of principles and rules concerning moral obligations and regard for the rights of others," it may be interesting to speculate as to whether or not these gentlemen had any or not, and, if so, what it may have been. But in considering this somewhat nice question it should be borne in mind ​that Messrs. Scherer, Hunn, Greenbaum & Beck were bankers of standing, and were advised by a firm of attorneys of the highest reputation. On its face, and as it was about to be represented to the stockholders of Horse's Neck, the proposition appeared fair enough.
The circular, shortly after sent out to all the names upon the list, stated succinctly that financial and labor conditions had been such that it had been found impossible to operate the mine profitably for several years, that it had depreciated greatly in value owing to the water which had accumulated in its lower levels, that it had exhausted its surplus, that a heavy indebtedness had accumulated, that the corporation's outstanding notes had been protested and that the property would be sold under foreclosure unless money was immediately raised to pay them, the interest due and taxes; that half a million dollars was needed to put the property in operation and that there was no way to secure it, as nobody was willing to loan money to a bankrupt mining concern. That under these circumstances no practical method had been proposed except to organize a new corporation capitalized at one million instead of ten, to the stock of which each shareholder in Horse's Neck might subscribe in proportion to his holdings, at par, and to which the assets of the old corporation should be ​transferred practically for its debts. That this, in a word, was the only way to save the situation and possibly make a go of a bad business, and that it was a gamble in which the old stockholders had a right, up to a certain date, to participate if they saw fit. Those that did not would find their stock in Horse's Neck entirely valueless as it would have no assets left which had not been transferred to Lallapaloosa. Stockholders who were dissatisfied could protest against the enabling resolution to be offered at the annual meeting of the stockholders of Horse's Neck to be held the following week at Wilmington, Delaware, and could avail themselves of the right to have their equity assessed under the laws of Delaware, but as the liabilities practically equaled the present value of the property that equity would naturally be highly problematical.
Now, as a matter of morals or of law the only thing that made the proposed reorganization unethical or inequitable was the single trifling fact that those responsible for it were the only ones who knew of the existence and proximity of the Amphalula vein. When a mining company, a railroad, an oil well or any other enterprise is down and out it is only fair that the majority stockholders, who are obliged to protect their investment, should have the right to call upon the rest ​to come forward and do their share or else drop out. A minority stockholder cannot appeal to any canon of fair play whereby he should be entitled to sit back and let the majority take all the risks and then claim his share of the profits.
The imponderable element of injustice in the situation consisted in the suppression of a fact which the directors concealed but concerning which, however, they made no representation, false or otherwise. They were going to risk half a million dollars of their own money and they wanted the whole gamble for themselves. They sincerely felt that nobody else was entitled to take that risk with them. Once they had floated Horse's Neck they had come to look upon it as their own private affair. The minority had no rights which they, the majority, were bound to respect. The minority were nothing but a lot of piking gamblers, anyway, who bought or sold for a rise or fall of a few cents. They knew nothing of the property and cared less for its real value. They were merely traders and if they lost they forgot it or tried to. On the other hand Scherer, Hunn, Greenbaum & Beck were promoters, who contributed something to the economic advancement of the nation.
"Regarding my hat, which you suggested this morning should be pressed at a cost of fifty cents," remarked Mr. Tutt to Miss Wiggin when he ​returned to the office upon the adjournment of court in the afternoon and replaced that ancient object in its accustomed resting-place—"regarding that precious hat of mine"—he eyed it affectionately—"I can only say that I would as soon send myself to a dry-cleaning establishment as to permit its profanation by the iron of a haberdasher."
Miss Wiggin laughed lightly.
"That doesn't explain your cryptic statement that it would probably cost you a hundred thousand dollars," she replied. "Still——"
Mr. Tutt turned suddenly upon his heel and held her with an upraised hand, the bony wrist of which was encircled, after an intervening space of some five inches, by a frayed cuff confined with a black onyx button the size of a quarter.
"Behold," he cried in the deep resonant voice that he used in addressing juries at the climax of a peroration, "the integuments of my personality—the ancient habiliments of an honorable profession—the panoply of the legal warrior. Here, my corslet"—he touched his dingy waistcoat with his left hand; "my greaves"—he brushed the baggy legs of his pantaloons; "my halberd"—he raised his old mahogany cane with its knot of yellow ivory; "my casque"—he indicated his ruffled stove-pipe "Arrayed in these I am Mr. Ephraim Tutt, attorney and counselor at law—the senior partner in Tutt & Tutt—a respected member of the bar ​duly accredited and authorized to practise before the Supreme Court of the State of New York, the Court of Appeals, the District Court of the United States, the Circuit Court of Appeals, the Supreme Court of the United States, the Court of Claims——"
"——the Police Court and the Coroner's Court," concluded Miss Wiggin, making him a mock curtsy.
"Without these indicia of my profession and my individuality I should be like David without his sling or Samson without his hair. I should be merely Tutt, a criminal lawyer—one of a multitude—regarded perhaps as a shyster. But in these robes of my high office I am a high priest of the law; just as you, my dear girl, are one of its many devoted and worthy priestesses. Can you imagine me going to court in a bowler hat or arguing to the jury in a cutaway coat or bobtail business suit? Can you picture Ephraim Tutt with his hair cut short or in an Ascot tie, any more than you can envisage him in riding breeches or wearing lilacs? No! There is but one Mr. Tutt, and these are his only garments. He who steals my hat may steal trash, but without it I should be like a disembodied spirit unable to return to my earthly dwelling-place.
"A paltry hundred thousand?
"Nay, without my hat—my helmet!—I should ​be valueless to myself and everybody else; so estimate my worth and you can assay the value of my hat. What am I worth in your opinion?"
And then Miss Wiggin, having glanced cautiously if quickly round, made a most astonishing declaration.
"Just about a million times more than anybody else in the whole world, you old dear!" she whispered and rising upon her toes she kissed his wrinkled cheek.
"Dear me! You really mustn't do that!" gasped Mr. Tutt.
"Well," she retorted, "you can discharge me if you like. But first sit down, light a cigar and let me tell you something."
Mr. Tutt did as he was bid, chuckling.
"Well," said Miss Wiggin, "there is such a thing as Horse's Neck Extension after all!"
"Um—you don't say?" he answered, struggling to make his stogy draw.
"And it has an office with about a hundred other corporations of various kinds—most of them with names that sound like the zoo—Yellow Wildcat, Jumping Leapfrog, and that sort of thing. It seems Horse's Neck is played out and they are going to reorganize it——"
"Who are?" demanded her employer, suddenly sitting erect.
"Scherer, Hunn, Greenbaum & Beck."
​"The dickens they are!" he ejaculated. "That bunch of pirates? Not if I know it!"
"Why not?"
"Reorganize! Reorganize? Reorganization is my middle name!" cried Mr. Tutt. "So Scherer, Hunn, Greenbaum & Beck are going to reorganize something, are they? Let 'em try! Not so long as I've got my hat!"
"This is all very enigmatical to me," replied Miss Wiggin. "But then, I'm only a woman. Aren't they all right? Why shouldn't they reorganize a mine if it's exhausted?"
"If it's exhausted why do they want to reorganize it?" he demanded, climbing to his feet. "Let me tell you something, Minerva! All my life I've been fighting against tyranny—the tyranny of the law, the tyranny of power, the tyranny of money."
He drew fiercely on his stogy, which being desiccated flared like a Roman candle.
"You don't need to tell me what this plan of reorganization is; because they wouldn't propose one unless it was going to benefit them in some way, and the only way it can be made to benefit them is at the expense of the other stockholders. Quod erat demonstrandum."
Mr. Tutt seemed to have become distended somehow and to have spread over the entire wall ​surface of his office like the genie which the fisherman innocently permitted to escape from the bottle.
"There isn't one reorganization scheme in a hundred that isn't crooked somewhere."
"According to that, if a business is unsuccessful it ought to be allowed to go to pot for fear that somebody might make a profit in putting it on its feet," she countered. "I think you're a violent, irascible, prejudiced old man!"
"All the same," he retorted, "show me a reorganization scheme and I'll show you a flimflam! What's this one? Bet you anything you like it's as crooked as a ram's horn. I don't have to hear about it. Don't want to read the plan. But I'll bust it—higher than Hades. See if I don't!"
He spat the remaining filaments of his stogy from the window and fished out another.
"How do we come into it, anyhow?" he demanded.
"Doctor—I mean Mister Barrows," replied Miss Wiggin.
"Oh, yes. Of course. Well, you send for him to come down here and sign the papers."
"What papers?"
"The complaint and order to show cause."
"But there isn't any."
"There will be, all right, by the time he gets here."
​Miss Wiggin looked first puzzled and then pained.
"I don't understand," she said rather stiffly. "Do you mean that the firm of Tutt & Tutt is going to engage in the enterprise of trying to break up a plan of reorganization without knowing what it is? Won't you lay us all open to the accusation of being strikers?"
Mr. Tutt's ordinarily brown complexion became slightly tinged with purple.
"Let the court decide!" he cried hotly. "You say Scherer, Hunn, Greenbaum & Beck are proposing to reorganize a mining company? You admit we hold some of the stock? Well—as the natural-born and perennial champion of the outraged minority—I'm going to attack it, and bust it, and raise heck with it—on general principles. I'm going to throw that damned old hat of mine into the ring, my child, and play hell with everything."
And with a cluck Mr. Tutt leaned over, produced a dingy bottle wrapped in a coat of many colors and poured himself out a glass of malt extract.
When Mr. Greenbaum was summoned to the telephone and informed by Mr. Elderberry in disgruntled tones that somebody had just served upon him an order to show cause why the proposed ​reorganization of Horse's Neck should not be set aside and enjoined, he not only became instantly annoyed but highly excited.
"What!" he almost screamed.
"I'll read it to you, if you don't believe it!" said Mr. Elderberry.
"'United States District Court, Southern District of New York, Edward V. Barrows, Complainant against Horse's Neck Extension Mining Company, Defendant.
"'Upon the subpœna herein and the complaint duly verified the nineteenth day of February, 1919, and the affidavit of Ephraim Tutt and——'"
"Who in hell is Tutt?" shouted Greenbaum, interrupting.
"I don't know," retorted Elderberry; "or Barrows either."
"Well, skip all the legal rot and get to the point," directed Greenbaum.
"'Ordered—ordered, that the defendant, Horse's Neck Extension Mining Company, show cause at a stated term to be held in and for——'"
"I said to cut the legal rot!"
"Um—um—'why an injunction order should not be issued herein pending the trial of this action and enjoining the defendant from disposing of its assets and for the appointment of a receiver of the assets of the defendant corporation; and why the ​complainant should not have such other, further and different relief as may be equitable.'"
There was a long pause during which Mr. Elderberry was under a convincing delusion that he could actually hear the thoughts that were rattling round in Mr. Greenbaum's brain.
"You there?" he inquired presently.
"Oh, yes, I'm here!" retorted Greenbaum. "This is the devil of a note! Have you spoken to Chippingham?"
"Yes."
"What does he say?"
"He says it's awkward. They have got hold somewhere of one of our old circulars of 1914 in which the property is described as worth about ten million dollars—that was during the boom, you remember—and they claim we are selling it to ourselves for less than one million and that on its face it's a fraud on the minority stockholders who can't afford to buy stock in the new corporation—as of course it would be if the mine was really worth ten million or anything like it."
"Did we really ever get out any circular like that?" demanded Greenbaum in a protesting voice. "I don't recall any."
"That was when we were making a market for the stock," Elderberry reminded him. "We couldn't say enough. Honestly, to look at the thing now is enough to make you sick!"
​"Well, it's just a hold-up—that's what it is. Some crook like this Tutt or this Barrows has found out about Amphalula and is bringing a strike suit. You'll have to call a meeting right away. I'd like to strangle all these shyster lawyers!"
And it never occurred to Mr. Greenbaum that the possible existence of the Amphalula vein was what in fact made the order to show cause justifiable—his actual ground of complaint being that anybody should, as he assumed, have found out about it in defiance of his plans.
"Yeronner," said Attendant Mike Horan as he helped Judge Pollak into his black bombazine gown in his chambers in the old Post-Office Building on the morning of the return day, "there's a great bunch out there in the court room waitin' for ye, an' no mistake!"
"Indeed!" remarked His Honor. "And who are they? What is the case?"
"Hanged if I know," answered Mike, snipping a piece of fluff off his judgeship's shoulder. "There's a white-bearded old guy, two or three swell gents with tall hats, Counselor Tutt and an attorney named Chippingham, besides that pretty Miss Wiggin; and they ain't speakin' none to one another, neither."
"It must be that mining-reorganization case," answered the judge. "Well, it's time to go in."
​They walked down the dirty marble corridor and entered the court room, while the clerk rapped on the railing.
"Hear ye! Hear ye! Hear ye! All persons having any business to do with the District Court of the United States draw near, give your attention and you will be heard," he intoned with unctuous authority.
The "bunch" rose and made obeisance.
"Good morning," said the judge pleasantly, sitting down with a side switch of the bombazine. "Barrows against the—er—er—Horse's Neck Mining Company. Do you represent the complainant, Mr. Tutt?"
"I do," answered Mr. Tutt with great dignity. "Your Honor, this is a motion for an order to show cause why an injunction pendente lite should not issue restraining the sale of the assets, of this corporation to another in fraud of its minority stockholders—and for a receiver. My client, an aged man living upon his farm in the northern part of the state, is the owner of one hundred thousand shares in the Horse's Neck Mining Company of the par value of one hundred thousand dollars. He has owned these securities for many years. They represent his entire capital. He is a bona fide stockholder——"
"May I be pardoned for interrupting?" sneered ​Chippingham, springing to his feet. "I think the court should be informed at the outset that this man, Barrows, is a notorious ex-convict."
Judge Pollak raised his eyebrows.
"This is an outrage!" thundered Mr. Tutt, his form rising ceilingward. "My client—like all of us—has had his misfortunes, but they are happily a thing of the past; he has the same rights as if he were an archbishop, the president of a university or—a judge of this honorable court."
"We are sitting in equity," remarked His Honor. "The question of bona fides is a vital one. Is the complainant an ex-convict?"
"This is the complainant, sir," cried Mr. Tutt, indicating old Doc, now for the first time in his life smartly arrayed in a new checked suit, red tie, patent-leather shoes and suède gloves, and with his beard neatly trimmed. "This is the unfortunate man whose honest savings of a lifetime are being wrested from him by an unscrupulous group of manipulators who—in my opinion—are more deserving of confinement behind prison walls than he ever was."
The gentlemen with the tall hats bit their lips and showed signs of poorly suppressed agitation.
"But is your client an ex-convict, Mr. Tutt?" repeated the judge quietly.
"Yes, Your Honor, he is."
​"When and how did he become possessed of his stock?"
Mr. Tutt turned to Doc with an air of ineffectually striving to master his righteous indignation.
"Tell the court, Mr. Barrows," he cried, "in your own words."
Doc Barrows wonderingly rose.
"If you please, sir," he began, "it's quite a long story. You see, I was the owner of all the stock of The Chicago Water Front and Terminal Company—there was a flaw in the title deed which I can explain to you privately if you wish—and when I was—er—visiting—up on the Hudson—I met a man there who was the owner of a hundred thousand shares of Horse's Neck, and we agreed to exchange."
The judge tried to hide a slight smile.
"I see," he replied pleasantly. "And what was the man's name?"
"Oscar Bloom, sir."
The gentlemen with the tall hats exchanged agitated glances.
"Do you know how he got his stock?"
"No, sir."
"That is all. Go on, Mr. Tutt."
Doc sat down while Mr. Tutt again unhooked his lank form.
"To resume where I was interrupted, Your ​Honor, the directors controlling a majority of the stock of this corporation, the capital of which is ten millions of dollars, have made a contract to sell all of its properties to another corporation, organized by themselves and capitalized for one million, for the sum of one hundred and twenty-five thousand dollars!
"It is true that in their plan of reorganization they offer to permit any stockholder in the old corporation to subscribe for stock in the new at par—thus at first glance placing all upon what seems to be an equality; but any stockholder who does not see fit to subscribe or cannot afford to do so is wiped out, for there will be nothing left in the way of assets in Horse's Neck after the transfer is completed.
"Now these gentlemen have underwritten the stock in the new Lallapaloosa Company at fifty cents upon the dollar, and if this nefarious deal is permitted to go through they will thus acquire a property worth ten millions for five hundred thousand dollars, of which they will use only one hundred and twenty-five thousand in payment of old indebtedness. In effect, they confiscate the equity of all the minority stockholders in Horse's Neck who cannot afford to subscribe for stock in Lallapaloosa." He turned upon the uncomfortable tall hats with an arraigning eye.
​"In the criminal courts, Your Honor, such a conspiracy would be properly described as grand larceny; in Wall Street perchance it may be viewed as high finance. But so long as there are courts of equity such a wrong upon a helpless stockholder will not go unrebuked. Have I made myself clear to Your Honor?"
Judge Pollak looked interested. He was a man famous for his protection of helpless minorities and his court had been selected by Mr. Tutt on this account.
"If the facts are as you state them, Mr. Tutt," he answered seriously, "the plan on its face would seem to be inequitable. If the property is worth ten million the consideration is palpably inadequate. Your client's equity, worth on that basis at least one hundred thousand dollars, would be entirely destroyed without any redress."
"Your Honor," burst out Mr. Chippingham, whose bald head had been bobbing about in excited contiguity with the tall hats, "this is a most misleading statement. The assets of Horse's Neck aren't worth a hundred thousand dollars. And if any of the minority don't want to come into the reorganization—and I assure Your Honor that we would welcome their participation—they can have their equity appraised under the laws of Delaware and the finding becomes a lien on the assets even after they have been transferred."
​"What relief does that give a man like Mr. Barrows?" shouted Mr. Tutt. "He can't afford to go down to Wilmington with a carload of books and a corps of experts to prove the value of Horse's Neck. It would cost him more than his stock is worth!"
"That remedy is not exclusive, in any event," declared the judge. "If this complainant is going to be defrauded I will enjoin this contract pendente lite and appoint a receiver."
"Your Honor!" protested Chippingham in great agony. "It is not the fact that this mine is worth ten million. It isn't worth at the most more than one hundred thousand. It is full of water, the machinery is rusted and falling to pieces and the workings are practically exhausted. The only way to rehabilitate this property is for everybody to come in and put up enough money by subscribing to the stock of the new corporation to pump it out, buy new engines and start producing again. Is it fair to the majority, who are willing to go on, put up more money, and make an attempt to save the property, to have this complainant—an ex-convict who never paid a cent for his stock, dug up from heaven knows where—enjoin their contract and throw the corporation into the hands of a receiver? This is nothing but a strike suit. I repeat—a strike suit!"
He glowered breathless at his adversary.
​"Oh! Oh!" groaned Mr. Tutt in horrified tones.
"Gentlemen! Gentlemen!" expostulated the court. "This will not do!"
"I beg pardon—of the court," stammered Mr. Chippingham.
"Your Honor," mourned Mr. Tutt, "I have practised here for thirty years and this is the first time I have ever been insulted in open court. A strike suit? I hold in my hand"—he waved it threateningly at the tall hats—"a circular issued by these directors less than five years ago, in which they give the itemized value of this property as ten million dollars. Shortly after that circular was issued the stock sold in the open market at one dollar and ninety cents a share. In two years it sank to ten cents a share. Will a little water, a little rust, a little trouble with labor reduce the value of a great property like this from ten millions of dollars to one hundred thousand—one per cent of its appraised value? Either"—he fixed Chippingham with an exultant and terrifying glance—"they were lying then or they are lying now!"
"Let me look at that circular," directed Judge Pollak. He took it from Mr. Tutt's eager hand, glanced through it and turned sharply upon the quaking Chippingham.
"How long have you been attorney for Scherer, Hunn, Greenbaum & Beck?"
​"Twelve years, Your Honor."
"Who is Wilson W. Elderberry?"
"He is the secretary of the Horse's Neck Extension, Your Honor."
"Is he in court?"
From a distant corner Mr. Elderberry bashfully rose.
"Come here!" ordered the court. And the Pooh-Bah of the Scherer-Hunn-Greenbaum-Beck enterprises came cringing to the bar.
"Did you sign this circular in 1914?" demanded Judge Pollak.
"Yes, Your Honor."
"Were the statements contained in it true?"
Elderberry squirmed.
"Ye-es, Your Honor. That is—they were to the best of my knowledge and belief. I was, of course, obliged to take what information was at hand—and—er—and——"
"Did you sign the other circular, issued last month, to the effect that the mine was practically valueless?"
"Yes, sir." Elderberry studiously examined the moldings on the cornice of the judge's canopy.
"Um!" remarked the court significantly.
There was a flurry among the tall hats. Then Mr. Greenbaum sprang to his feet.
"If you please, Your Honor," he announced, staccato, "we entirely disavow Mr. Elderberry's ​circular of 1914. It was issued without our knowledge or authority. It is no evidence that the mine was worth ten millions or any other amount at that time."
"Oh! Oh!" choked Mr. Tutt, while Miss Wiggin giggled delightedly into her brief case.
Judge Pollak bent upon Mr. Greenbaum a withering glance.
"Did your firm sell any of its holdings in Horse's Neck after the issuance of that circular?"
Greenbaum hesitated. He would have liked to wring that judge's neck.
"Why—how do I know? We may have."
"Did you?"
"Say 'yes,' for God's sake," hissed Chippingham "or you'll land in the pen!"
"I am informed that we did," answered Greenbaum defiantly. "That is, I don't say we did. Very likely we did. Our books would show. But I repeat—we disavow this circular and we deny any responsibility for this man, Elderberry."
This man, Elderberry, who for twelve long years had writhed under the biting lash of his employer's tongue, hating him with a hatred known only to those in subordinate positions who are bribed to suffer the "whips and scorns of time, the oppressor's wrong, the proud man's contumely," quivered and saw red. He was going to be made ​the goat! They expected him to take all the responsibility and give them a clean slate! The nerve of it! To hell with them! Suddenly he began to cry, shockingly, with deep stertorous suspirations.
"No—you won't!" he hiccuped. "You shan't lay the blame on me! I'll tell the truth, I will! I won't stand for it! Your Honor, they want to reorganize Horse's Neck because they think there's a vein in Amphalula that crosses one of the old workings and that it'll make the property worth millions and millions."
Utter silence descended upon the court room—silence broken only by the slow ticktack of the self-winding clock on the rear wall and the whine of the electric cars on Park Row. One of the tall hats crept quietly to the door and vanished. The others sat like images.
Then the court said very quietly: "I will adjourn this matter for one week. I need not point out that what has occurred has a very grave interpretation. Adjourn court!"
Old Doc Barrows, the two Tutts and Miss Wiggin were sitting in Mr. Tutt's office an hour later when Willie announced that Mr. Tobias Greenbaum was outside and would like an interview.
​"Send him in!" directed Mr. Tutt, winking at Miss Wiggin.
Mr. Greenbaum entered, frowning and without salutation, while Doc partially rose, moved by the acquired instinct of disciplinary politeness, then changed his mind and sat down again.
"See here," snarled Greenbaum. "You sure have made a most awful hash of this business. I don't want to argue about it. We could go ahead and beat you, but Pollak is prejudiced and will probably give you your injunction and appoint a receiver. If he does, that will knock the whole property higher than a kite. Nobody would ever buy stock in it or even finance it. Now how much do you want to call off your suit?"
"Have a stogy?" asked Mr. Tutt politely.
"Nope."
"We want exactly one hundred thousand dollars."
Greenbaum laughed derisively.
"A hundred thousand fiddlesticks! This old jailbird swindled another crook, Bloom——"
"Oh, Bloom was a crook too, was he?" chuckled Mr. Tutt. "He worked for your firm, didn't he?"
"That's nothing to do with it!" retorted Greenbaum angrily. "Your swindling client traded some bum stock in a fake corporation for Bloom's stock, which he received for bona fide services——"
"Like Elderberry's?" inquired Tutt innocently.
"I shall tell this miserable cheating rogue . . . either to pay you a hundred thousand dollars or go to hell"
​"Your man never paid a cent for his holdings. That alone would throw him out of court. The mine isn't worth a cent without the Amphalula vein. We're taking a big chance. You've got us down and we've got to pay; but we'll pay only ten thousand dollars—that's final."
"I ain't any more of a swindler than you be!" said Doc with plaintive indignation.
"What do you wish to do, Mr. Barrows?" asked Mr. Tutt, turning to him deferentially.
"I leave it entirely to you, Mr. Tutt. It's your stock; I gave it all to you months ago."
"Then," answered Mr. Tutt with fine scorn, "I shall tell this miserable cheating rogue and rascal either to pay you a hundred thousand dollars or go to hell."
Mr. Tobias Greenbaum clenched his fists and cast a black glance upon the group.
"You can wreck this corporation if you choose, you bunch of dirty blackmailers, but you'll get not a cent more than ten thousand. For the last time, will you take it or not?"
Mr. Tutt rose and pointed toward the door.
"Kindly remove yourself before I call the police," he said coldly. "I advise the firm of Scherer, Hunn, Greenbaum & Beck to retain criminal counsel. Your ten thousand may come in handy for that purpose."
Mr. Tobias Greenbaum went.
​"And now, Miss Wiggin, how about a cup of tea?" said Mr. Tutt.
The firm of Tutt & Tutt claimed to be the only law firm in the city of New York which still maintained the historic English custom of having tea at five o'clock. Whether the claim had any foundation or not the tea was none the less an institution, undoubtedly generating a friendly, sociable atmosphere throughout the office; and now Willie pulled aside the screen in the corner and disclosed the gate-leg table over which Miss Wiggin exercised her daily prerogative. Soon the room was filled with the comfortable odor of Pekoe, of muffins toasted upon an electric heater, of cigarettes and stogies. Yet there was, and had been ever since their conversation about the hat, a certain restraint between Miss Wiggin and Mr. Tutt, rising presumably out of her suggestion that his course savored of blackmail, however justified it had afterward turned out to be.
"My, isn't this nice!" murmured Doc, trying unsuccessfully to eat a muffin, drink his tea and do justice to a stogy at the same time. "It's so homy now, isn't it?"
"Doc," answered Mr. Tutt, "did you really want that ten thousand?"
"Me?" repeated Doc vaguely. "Why, I told you I gave that stock to you long ago. It isn't ​mine any longer. Besides, I don't want any money. I'm perfectly happy as I am."
Mr. Tutt laughed genially.
"Oh, well," he said, "it's no matter who owns it. Elderberry just telephoned me that he had received a telegram from the Amphalula that the vein had definitely run out. It's all over—including the shouting."
"Elderberry telephone you?" queried Miss Wiggin in astonishment.
"Yes, Elderberry. You see, he's done, he says, with Scherer, Hunn, Greenbaum & Beck. Wants to turn state's evidence and put 'em all in jail. I've said I'd help him."
"Then why didn't you take the ten thousand and call it quits while the getting was good?" demanded his partner icily.
"Because I knew I'd never get the ten anyway," replied Mr. Tutt. "Greenbaum would have learned about the vein on his return to the office."
"Well, I must be getting along back to Pottsville!" mumbled Doc. "This has been a very pleasant trip—very pleasant; and quite—quite—exciting. I——"
"What I'd like to know, Mr. Tutt," interrupted Miss Wiggin, "is how you justify your course in this matter. When you attempted to block this proposed reorganization you knew nothing about ​the Elderberry circular of 1914 valuing the property at ten million, or of the Amphalula vein. On its face you were attempting to wreck a perfectly honest piece of financiering, and unless it was a strike suit—which I hope and pray it wasn't——"
"Strike suit!" protested Mr. Tutt with a slight twinkle in his eye. "How can you suggest such a thing! Didn't the events demonstrate the wisdom of my judgment?"
"But you didn't know what was going to happen when you began your suit!" she argued firmly. "I hate to say it, but I should think that if everything had not come out just as it has your motives might easily have been misconstrued."
"It was a matter of principle with me, my dear," declared Mr. Tutt solemnly. "Just to show there's no ill feeling, won't you give me another cup of tea?"
This work is in the public domain in the United States because it was published before January 1, 1929.
The longest-living author of this work died in 1945, so this work is in the public domain in countries and areas where the copyright term is the author's life plus 78 years or less. This work may be in the public domain in countries and areas with longer native copyright terms that apply the rule of the shorter term to foreign works.
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