The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1870-11-19


l think that the defendants NAV well |
Justify what has been done in the way of |
their extended line under the |
authority conferred by laws of 1867, |
chapter 254, which expressly authorizes
them to construct road from Danville
junction to the city OF Portland, ana
seems to have contemplated in some OF us
provisions that it might be located part
of the way along the line OF the fort-
land & Kenuebec Railroad, but author
ICES the construction OF such ROAD
throuoh any or either of the towns
ot New Gloucester. Gray, North Yarmouth,
Pownal. Yarmouth, Cumberland, Fal-
mouth. and Wesibrook, without limiting
them to any particular part of these
towns or to anl precise roule to be pur-
sued. l am asked to prohibit this Hail-
road Company from doing what the Legis-
lature in this AFT authorized, because it is
alleged that it involves a breach of some
contract with the Atlantic & St. Lawrence
Railroad Company and with their as
signees, the Grand Trunk Company. AS
to this, can only say that this case utter
ly Fl lis to show any such contract that is
likely to be broken. The only contract
alleged which appeats to be still subsist-
ing, seems TO contain a provision for its
termination upon six months notice, after q
time which is about expiring; and the
evidence indicates nothing like an inten-
ton on the part of the defendants to put
an end to il before it can be legally termi-
mated.
Another ground of Intervention against
the change of gauge, is the alleged ex-
istence OF certain contracts with other
railroads in the eastern section of the
State. which it is said would be unfavora-
bly, affected by the change. This ground
was not at all pressed in argument, and the
case is barren of any material upon which
to form any judgment of the strength of
this ground, unless it be the significant
fact that neitherof these roads appears
here to join in this complaint. The right
of a RAILROAD corporation to manage and
control its property and business connec-
tons, and among other things to determine
and to change its gauge, was distinctly
recognized by this court in the case of the
AndroscOg9in & Kennebec Railroad Com
pany VS.. Androscoggin Railroad Company,
50 Maine, 436. Upon the whole, the case
fails to disclose any good ground Tor in
terfering with the proposed change of
gauge or the extension of the road.
The bill further charges the individual
defendants with combining to control
these two leading and competing lines of
a
vested in themselves and with power to
impose at pleasure such burdens as rates
of fare and freights upon the business OF
the people of the State as would enure to
their individual profit and advantage, re.
CARELESS OF the rights of others. How
this course, If it were pursued, would
operate to the injury of these complainants
as stockholders in one of the corporations
which is to constitute the monopoly, Is not
readily seen; but assuming that the com
| plainants intervene from the most disin-
terested motives of philanthropy and pub
lie policy, can only say that know OF
no power vested in me to prohibit the
practical consolidation of these roads I'M
less find it prohibited in the statutes OF
the State. 1t is the law-making and not
the law-interpreting power, which must
furnish the means to protect the pubic
against the alleged evils of consolidation,
ii such protection is required.
| cannot base my interference with the
disposition that this corporation and its
managers claim to make of its affairs,
upon the somewhat rhetorical statement
in the bill OF evil results which l cannot
presume will follow. l hope and believe,
Oh the contrary, that the day will some
day come. when the managers of these
corporations will see clearly that their
true interests are identical with those OF
the public at large along these lines, and
that the greatest facilities afforded at the
lowest rates consistent with the safe man
agement OF tie business at reasonable
profit, will in the long run prove TO be the
best policy, even if selfishness is to con-
troll their operations instead of public
spirit.
Do our laws prohibit the lease of the
Portland q Kennebec Railroad to the
Maine Central?
Before proceeding to pass upon this, the
principal question presented here, let us look
and SEE precisely what the defendants under
took to do, and did in part do, prior to and at
the meeting OF the corporation ON the 31st of
May.
On the 18th of May the presidents and ma
Jority OF the legally elected directors of both
roads signea two contracts, providing for the
proposed lease, and for the issue of stock and
scrip to equallze the amounts between the par
ties, upon the assumption that the intrinsic
value OF the two roads, one of them 100 aud
rhe other Ito miles in length, was the same. 1t
IS asserted by the cOmplaiDants that this valu-
alton was radically incorrect, and the arrange
Dent ruinOusly unequal ore for the Maine
Central. Looking at the testimony here pre-
scented, find nothing to justify the assertion.
Giving, believe, due heed to the means OF
knowledge and to the value of the Judgment
OF those who have testified upon that point, my
conclusion is that the allegations in the bill of
the superior value Of the Name Central over
the other line, are not maintained and am
slow 10 believe that men of the large business
CAPACITY, and having such large interests at
stake as some of these defendants had in the
Maine Central, could be SO egregiOusly deceiv-
ed in the matter of comparative values. At all
events, in my judgment the evidence here pro-
duced preponderates against that hypothesis.
One of the contracts provides that the
stock to pe issued to the Portland & Kennebec
railroad company as part of the consideration
OF this lease, and both the contracts shall be
deposited with Hon. Joseph H. Williams to
be held by him to abide the disposition of the
suit in equity pending at the time the contracts.
were drawn and signed, in favor of the Kenne-
bee and Portland railroad company against
the Portland & Kennebec railroad COMPANY.
and to be returned to the Maine Central rail-
road company, in case the Portland & Kenne-
bee railroad company were Invested, in conse-
quence of said suit, of any part of their line; in
which case the leased property was to be res
tored to the party found entitled to its possess
SION, the lease to be cancelled, and the income
OF the property while in possession OF the les
sees divided as equity should require; and the
evidence shows that the stock and contracts
were thus placed in the hands of Mr. Williams.
This disposition would seem sufficiently to Sc
cure the interests OF the Maine Central and
the complainants, so that all the allegations in
the bill IN relation to that suit and its merits
might well be- passed by, even were it not the
fact that majority of this court have concur
red in dimsiissing that bill and holding the
foreclosure in the hands of the Portland 6sKen-
nebec railroad company perfected While
ga not concur in that decision acquiesced in
1t as determination of the cause, and can at.
tach no importance 10 the allegation that the
proposed lease is in fraud of the rights of the
Kennebec and Portland railroad COMPANY and
liable for that reason to be annulled.
The allegation that the stock insured to the
FOrtlanQ ana hon1ebeC COmDanv in nnrsu.
ance of the contract was delivered to Richard
d. Rice, in order to prevent the bona fide
stockholders Of the Maine Central railroad
company from retaining the control thereof
must consider as disproved. 1t does not an
pear that any one voted on these shares upon
the question of the ratification of the contract.
but by the stockholders of the Maine Central
on the 31st Of May, by very decided majority.
en- heavy stock vote, refused to postpone the
consideration of the question of the rati-
fcation of these contracts, and thereupOn bv a
lighter vote, but without any voices in the
negative, proceeded to ratify the contracts.
It is claimed that this ratification was illsgal
and OF no effect because Messrs. Lockwood
and Dunn threw greater number OF votes
and pretended to represent a greater number
Of shares than the largest number held by any
individual stakeholder in the corporation.
wbi Oh, it is asserted, is contrary to law The
affidavit OF Mr.. DrummOnd establishes the fact
That the practice has prevailed for manv years,
both in the Androscoggin and Kennebec and
Maine Central companies, for the use of prox-
les by any party without regard to the number
Of shares held by any one member OF the cor
poration, and my attention has not been ca led
to anything in the charter, bylaws, or the gen.
aral law OF the State, that makes such prac-
tice illegal 1t seems to me to be forced con-
struction of the by laws which would prohibit |
it, and inconvenient and, for ought can see.
nnlpss for the DrOteCtiOn of anv anbcf