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

bad his right Of appeal within thirty days, 10
Court OF Common Pleas In Crawford or Erie coun-
ties BY this proceeding his stock would have been
appraised by dsintercsted parties, and redeemed
by the company, and the remedy afforded by the
act is full and complete. His case is precisely
analogous TO MIR. Motifs in this respect He could
have got par for his shares the moment he asked
for IL, but be did not choose TO take It, He cannot
therefore, succeed in his preliminary application.
The case of Mohawk Bridge Company VS. Utica
and Schenectady Railroad, Am. Railway Gases,
$40, has no relevancy TO this case at all.
So much for the authorities presented by our op.
have collected on his vital POINT % which will will ess
tablish whether we are right or not in the view we
take of Mr.. Scott's bill. They all interesting,
and bear directly on the facts of this case.
The first case shall cite is that of Flooks VS..
Southwestern Railway Company, LIST Smale and
Giffard, 1862 decided in 1853 by V. G. Stuart, and
reported also IN 10 Law and Equity Rep, p. T. Or.
The judgment of the Court in this case contains
a very elaborate view Of the difference between
private corporations and corporations for pub
lie undertakings involving public interests and
public duties; and IL s there said that the principle
That the majority cannot bind the minority to
acts not within the common contract has not been
applied to corporations for public undertakings,
involving public interests, for which 10 Beavan,
as, is cited. This was also Lord Oottenhams judg-
ment when he was Chancellor.
But wish 10 refer you 10 that part of the in
which II is held that where al bill is filed by stock
holder in the interests of a rival company, the
Court Will not interfere. You will find this laid
down on pages l67 and i6S of the report.
The next case cite is Rogers VS.. Oxford, W OIL
verhampton and Worcester Company, De Gex 81
Jones, 662, decided in 1853 by Lords Justices
Knight Bruce and Turner assisted by Mr.. Justice
Erie. On page GA of the report you will find the
emphatic words OF Lord Justice Knight Bruce
against the duty of court of equity to assist
stockholder who is playing into the hands of a
rival company. Next is the case of Hare VS.. Lon
don and Northwestern Railway Company, John
son d Hemm, p, 5O decided by Sir w. Page Wood
in June, 1861. The main point decided is that two
com panies may agree to divide their profits, con
firminR Lord Cotonham's view on this subject. 1t
is an interesting case, and L will read little
from it,
After considering that interesting point with
which Honor is familiar, and which bPen
previously decided by Lord Cottenham, as to the
difference between the rights of private and a
public corporation, going all the decisions,
and showing how common law judges agreed with
Lord Cottenham, and how the weight of decisions
was in his favor, on pages ILL., 1l2, he considers
the position of shareholder, and shows that his
interest is TO gain the largest possible amount of
profit. He then expresses his inclination ION page
1907 TO act upon the views expressed by Lord JUS
tce Knight Bruce, in the above cited, in re-
gard TO stockhloder filing bill in the interest Of
rival company and proceeds to decide the cause.
Still later, in the case of Forrest vs. Manchester
Railway Company, 80 Bsavan, 40, the decree of
the Master of the Rolls affirmed by the Lord
Chancellor, in July, 1861 the grounds that the
plaintiff, stockhoder did not bona fde represent
The shareholders of the railway company, but was
the puppet OF the rival packet company. See note
page 4S of the report
How strongly does tins apply to Mr.. Scott's bill.
He con tends, poor, injured man, that he is dam
aged by the increase OF the traffic of the road of
| which he is astockholder, and seeks to restrain
| the completion of contract which will produce
| such aresult.
Now, here you have, as late as July, 1861, the
| decision of the late learned Lord Chancellor on
| this ground alone, that courts Will not counte-
nance any such attempt as this made here to day,
where man who does not, bona fde file his bill US
a stockholder, or who could 90 out of a com pany
without being hurt at all comes into Court with a
| statement. which on its face shows that IL is a
| sham, complaining of what Sir VIM. Page Wood
says is not ordinarily the complaint of sharehod-
ers, the probable increase OF traffic the road in
which he says he is interested. He is manifestly
! but a puppet In the hands of others who are COM
| petitors of the road
1 do not think the Court will be able to reconcile
| the statements put forth by the gentlemen on the
other side, who say TO us, "You are a company
| under the stockholders bill, and not a company
under the company's bill. 90 not think you will
be able to reconcile the statements of the two bulls,
| in which, the one hand, stockholder complains
Of what is manifesty beneficial to him, in aid of a
| complaint set up on the other hand, in the bill
filed by the companies, of in ury caused to them
! by the self same acts. do not think the wit of
| man can reconcile such inconsistencies, and it
only proves how bald and destitute of merit must
this case be when it cannot be presented in a
| court of justice with decent covering upon it,
and when its nakedness and grotesque deformities
| peep out through the il-ftting garments with
which it is attempted to conceal them. have now,
| sir, Just as am about closing my remarks, had
business firm of this city, which will hereafter
present in the shape of an affidavit.
Mr.. Biddle here read the business circular OF
| Miller & Co.
What a commentary upon the position of the
companies who set themselves up as parties COM
plainant in thus case, when we find our own clti-
| zens leaving Philadelphia to transfer their bust.
ness to New York, alleging as one of the reasons for
the change that cheaper to the west from
| New York via the Pennsylvania Railroad than
| they are from the city of Philadelphia. And YET
this is the company which comes into Court TO ask
to restrain the completion of the contract between
| the Catawissa Railroad Company and the Atlantic
| and Great Western Railway Company, under the
pretence that by means thereof trade will be de-
| tected from the city of Philadelphia.
| have now presented to the Court the united
| views of my colleagues and myself upon the vari
points raised upon the bills and afidavits, anC
| trust made it apparent that no preliminary in
| junction. as asked for, can be granted to the com
planants in either BILL and that there is not thu
| least ground TO ask the interference of Court o
| Equity in the manner in which it is sought TO bI
| obtained in the cases now before the Court.
Thanking your Honor for the attention will
which you have listened to me in a somewhat pro
tracted discussion of the case, leave it, far a.
the Philadelphia and Reading Railroad Company
ana the East Pennsylvania Railroad Company art
concerned, in your hands