The evening telegraph. [volume] (Philadelphia [Pa.]) 1864-1918, 1866-01-24

road Company, OF Ohio, New York and Pennsyl.
vania in which company the plaintiff says ne is
a stockhoider, and that is second point.
IL Gays that the Atlantic and Great Western Rail-
road Company, the Western Central and Oata-
wissa Railroad Companies, with a view of form
ing line OF road TO be great through line, and
therefore in opposition TO the Pbiladelphia aud
Erie, by which II will defect the trade of the
western States from Philadelphia to New York,
have entered into this contract, an averment iden-
tical in terms with the corporation bill. II goes
say that by of this contract the charter
of the Atlantic and Great Western Railroad Com
pany has become imperiled and, finally, that the
Atlantic and Great Western Railroad Company,
being the proprietor of six feet gauge road, cam
not make a connection with the Philadelphia and
Erie or a road connecting with the Oatawissa,
where the roads are all of four feet eight-and.a
half-inch gauge. 1t is, my friend Mr.. OuyIer
said, the same bill; but unfortunately for their
argument, Mr.. Scott cannot occupy the same po-
sition as the Pennsylvania Railroad or Philadel-
phia and Erie Railroad in this controversy
i would like TO ask my friends, when they in the
outset of this case called the attention of the ATTAIN
tic and Great Western Railroad Company to the fact
that they were going to argue that that company
had no right 10 act as corporation, whether they
made that assertion as the counsel OF the Pennsyl-
yunia Railroad Company or as the counsel of
Andrew Scott Such position would be little
anomalous, a little extraordinary in gentlemen re-
presenting, they say, a stockholdeT, not in the
old company because the moment 1t was suggest
ed that it was the old company they brought forth
certificates TO prove that he had the right TO be in
the company. 1t is certainly extraordinary
that a stockholder in the consolidated company
should come into this Court and ask it TO say
this company has no existence. Now, is IL as the
counsel of the Pennsylvania Railroad Company,
the counsel of Mr.. Scott that they make the
argumenu No doubt there will be a plausible
gument to show that the two positions are per-
fectly consistent but hardly think that party
really interested in the Atlantic and Great Western
Railway Company would get up here and gravely
contend that the company had no existence what
ever as consolidated company.
Then they use an argument still more extraordi-
nary. They say that the Atlantic and Great
Western Company, in order to be a great through
lire in opposition to the Philadelphia and Erie,
VIII defect trade from this city. Now, / would
like to know, feel curious to know, how IL is
stockholder in the Atlantic and Great Western
Consolidated Company is to be in iured by the
ming of great through rival line detecting trade
from the Philadelphia aud Erie and Pennsylvania
Railroads or from this cityl l always had sup
posed looking TO the language of the decisions of
the Courts both in England and this country, that
the claim OF stockholder, and the sole claim that
could give him a right to be heard in Court,
a right to get as high dividends as possible. sup
posed that by the establishment of a continuous
line of road by which the traffic wonld be im-
proved on that road of which he is a part, and by
which greater dividends could be put in his
pocket, he would be benefited and not injured. L
leave the counsel to explain how this would be
injurious to the interests OF Andrew Scott! They
VIII find it difficult to answer. would like it to
be shown by the counsel of Andrew Scott if by
Il connection between this four tee' eight and Il
half inch gauge road and this six feet gauge road,
all this traffic could De brought over his road,
and the result put into his pocket in the shape of
dividends, how he would be injuredl l shall,
therefore, and without much fear OF successful con-
tradicton, affirm that Mr.. Andrew Scotts bill is
a sham; that it is simply auxiliary to the bill of
the Pennsylvania Railroads; that he cannot have
any independent status in this Court l am per-
fectly that it is the right of stockholder,
when he comes INTO Court bona fde asserting that
a corporation in which he owns stock has on foot a
scheme that is ultra UtreS, and AYERS that he may
he injured thereby to have the matter indicated.
But contend that the moment the Court sees that
he is not upon this independent footing, and that
his bill is filed by him in aid of a rival company,
hls mouth is closed and the Court will not listen
10 him.
will take the very latest decisions of the highest
courts of judicature, and ! say, If your Honor
thinks, i do not believe you can fail to
think, that this man has greater interest or diff
terent interest IN a rival company than he has in
the Atlantic and Great Western Railway Com
pany, in which he claims to be a stockholder, then
the law is settled against his bill. From the incon-
sistent averments of this BILL as compared with
the averments of the Pennsylvania Railroad Com
pany, your Honor's decision will be .0rmed. And
the moment you are convinced that this man,
owning thirty or twelve shares in the Atlantic and
Great Western Railway Oompany-I don't know
which, for in his affidavit he says he has twel We
shares, and in his printed bill thirty shares-but
whether having greater or less number of shares,
that he has a greater Ut different interest in a
rival company, the moment you are convinced of
this, submit he cannot have hearing here.
intend to refer to few decisions in support of
this position. But first l will notice, in rapid
way the decisions cited on the other side. My col
leagues and l have looked into them all, and we
agree that they do not sustain the positions set up
by the plaintiffs. The first was River Dam NavI-
CATION Company VS.. the North Midland Rail way
Company English Railway Gases, page IA.
1t has nothing to do with the case of stockholders
bill. 1t was bill filed by the River Navigation
Company to prevent trespass alleged to be caused
by the other party. The next citation is Walford
on Railways. 1t is in court now, and it sustains
the general position, undoubtedly, but is inappli-
cable 10 the present case.
The next is Bagshaw VS.. Eastern Railway
Company, English Railway Gases, page ll0, to
the same effect The next case is Ware vs. Grand
Junction Water Works, Russ. and Myln., page
46l and 1t is rather in our favor, certainly not
against us, because the Injunction was not granted
at the suit of a shareholder, who filed bill to pre-
vent the company from applying for an act OF
10 inn nnfr
Chancellor there says: 81 can nothing in the
nature of a corporate body of this description tc
prevent that BODY from so dealing with ltself and
asking for such an extension or variation or It's
The two cases of Munt VS.. Shrewsbury and
Chester Railway Company, 3 Law and Eq. Rep.
p. 144, and Coleman VS.. Eastern Counties Railway
Company, Eng. Railway cases, p. $780, seem tc
sustain the right of a stockholder TO file such
bill but these cases are at varianc with later cases
in the same Courts, and more thoroughly consid.
cred, one of them, decided by the late Lord Chan
cellor in Court of the last resort. The same re-
mark may be applid TO Beaman VS.. Rufford, 6 Law
and Eq. Rep, p lC6. n,
Company VS.. Indiana and Belletonte Railroad
Company, McLean's Rep, p. 450 is altogether
different These two companies entered into {
contract by which they agreed TO have continu
Gus line formed by each company, by means o.
roads of exactly the same gauge. One OF the com
panies departed from the agreement and tried tC
prevent this being done, and II was ruled that the
true construction OF the contract prevented such
change of gauge. You will hnd that is the sol'
point decided. l speak now from having read thu
case last night On the construction of charters
and acts OF Assembly our learned opponents haV'
cited a number of cases. The Charles Rive
Bridge Company case in II Peters, doesInot com
within mile OF this case
There was old bridge over the Charles river
and another company obtained a charter TO build
bridge over the same river. The old company
thought there could be but one bridge over tn
nd ed S IN eqSy 70
was argued before the Supreme Court of the United