The New York herald., 1871-03-28

q. That Is enough, that you don't rememDer tell
ing nln ana am content; you said You would not
agree TO any such thingr A. did at nrsL
=. Did you finally agree 10 its A. weil told MT
or majority OF them, | suppose would have to
O. Which d,d you say. that II the directors would
agree to H. all ~ them or majority OF them, ne.
cause You have used both eXpressionsf Which ala
you say a. cont know. ,..o,,a
q. You don't know whether you sad you would
do II n they would all agree or whether yon snd
you would doit If majority OF them would agree?
O. How long had you been together before Gould
and Fisk came In hcref A. Perhaps II was hail an
hour before tney came IN after got there.
q. When you got there you lo.nd the other gen.
tlemen theres A. Yes.
Q. Were Gould ana FISK expected therethar even
ingS A. That don't know; did not know that
0. You had no animation that they were expecteds
A. had not heard from MIR, Eldrdge.
z. When they came In what was the nrst thing
they Saldp A. don't remember.
q. Do YOU know which ono Of them spoke nrsty
A. No; oon't remember.
.. The one That did speak-did not hc say, "What
are you doing here" 4. don'' rsmsnner. ,.,,
Puage usely A. don't remember.
a. Do you remember enough aoout II TO say that
was not IT. A. don't remember they said any such
O. DO you remember ANYTHING Gould and Fisk or
either OF them said In tnat interview A. don't
know that l do exactly; know thar Mr. Eldridge
got up paper, and they all signed tnis paper-tne
diEectors mat were there.
a. don't ask you about the paper got up. but
ask you II you remember anything that Gould Jr
Fisk either OF them said at that interviews A.
i don't remember.
Q. Did you not come TO New York from Jersey on
one or more occasions with lhe money which you
had in your hands, the proceeds OF the bonds that
had been sods A. did at one time; YES, sir;
brought that money to New YORK.
O. Did you bring II Oh more Than one occasionY
A. No, sir; think not
.. When you came here on that occasion did yon
see Mr.. vanderbltS A. Not Wien | brought the
money. saw HIM AZ different umes hut he never
knew that brought that money.
q. When you did see MIN did You not converse
l ~. l,tr,. tho ant hail
remember.
Q. Dbl he not ask you what had become Of the
money! A. don't remember that ne aid
z. And you made no statement about II? A.
don't remember that he ever talked with me about
tue money; don't remember that he did; ttlnk
dd say ought TO take the money aud deposit IL in
trust company: think he SAID that once; whether
that was before or after don't remember
q. Where was thai. IN one OF your interviews
with himf A. | saw him several times
| q. What did you say in answer 10 that sugges-
lionY A. / told MIN could not do 1t.
Z. What did he lhen say A. He said acted very
iooshly going there, and ali this; tnat about
| all luat passed between him and me.
| COMMODORE vANDERBiLT's ABSENCE EXPLAINED
Mr. Beach said he mad expected 10 recall Comrno-
some declarations made by Mr. Fisk and Mr.. Gond
| but he had been suffering for week under a rhe-
+, marc aTection and sends me word this morning,
! although he informed ne last night that he would
eadeavor 10 pe here that he cannot attend. III
/ sequence OF his illness; but am instructed not
! delay TINS case on account OF ms absence, and
therefore close the proof on the part OF The de.
! fendant.'
| Mr. Field SAID he was through with his testimony.
NOTION TO DISMISS COMPLAINT
Mr. Beach hereupon moved for u dismissal OF the
complaint He did so, he said, upon the merits.
upon the same grounds winch he had previously
made that niotion and upon the additional ground
that 1t appears from the proof That purchase OF
these shares OF stock from Commodore Vanderbilt
was a portion OF legitimate and lawful cQtApfSe
misc made on the part of those with lyl9
negotiated in the settlement OF douptful c4Hlfs e
was conclusive therefore upon the parties III TINS
actlon
1t did the proof was closed on the part OF the
parntin. He submitted findings on the part OF the
plaintiff, which he asked the Court to settle
DECISION OF THE JUDGE.
The Judge glanced over the findings. and then
proceeded TO announce his decision as fOtl0wS:-
With the exception OF certain portions OF section
six, nnding the facts as proved upon the trial l
suppose w0uo Justify most Of the findings OF facts;
but since the last meeting l have had occasion to
examine the matter very carefully, and have come
10 the following conciuslon:-l Thought at that
time, when motion was made for nonsu1t, that,
prlma face, the paintlfi had made out case agnsl
the defendant TO recover the sum OF 81 900; that
however, depended upon two questions-trst, the
question Of fraud and second the question OF law
as 10 the power OF the company 10 compromise and
effect a settlement After having examined very
carefully the complaint and the answer and the tes
| timony have come TO the conclusion, looking at
the allegations in the complaint on which the right
oi the plaintiff recover against the defendant Is
claimed. and find that II is charged that the defend
ant obtained stock, bonds and money amounting 70
some mi lions OF dollars belonging TO the DlaniT as
| charged therein. Another allegation is that he OBJ
tanned possession OF the bonds stock and money by
u,
control board Of directors or some OF the OIL
GERS OF the Erie Railway Company that the lear cre
aed IN the mnos OF soie OF tne .nen olncets o. 'e
legged further in the complaint that the company hau
no power To make the agreement therein set iorth,
and no power enter this compromise at all VIII,
Work, Schel and with tue defendant; tnat II was III
fraud OF the stockholders OF the company the max
ing OF such settlement and that two OF the directors
tGoud and Fisk opposed IT, In regard TO
the allegation OF fraud ! am utterly ,,,an, nn,
eveence because y appears from the testimony that
al that time present plaintiffs were engaged In
series Of expensive, long and protracted htlga-
tions. They were brought by different people. some
| Of whom controlled by the defendant. to re-
cover large sums OF money which they believed le-
unss these iHeas isasicns ss anS to use e. its pro.
wn RstaS is 'S iesltma,e e' business meeting @ Of the
board OF directors. duly convened and by majority
vote thereof-hfteen out OF seventeen-Fisk and
/ Gould voting the negative, which, oil course
makes difference, for the majority OF board Of
directors OF a corporation would have power 10 bind
dnly convened OF the directors, that
| that subject was properly brought before them
ana tney directed tnis compromise. There was
| no fraud Whatever in 1t, no undue influence, no
control exercised; nothing whatever Was done inju-
beneficial to them There can be no question regard
To the Erie Railway Company having the po wer 10
retne their own stock aud 10 levy their own bonds
on their own property whenever they
have the money to do so. They are especially
excepted by. the third section Of the general
| road companies from buying or retiring their own
| stock. The very lact that two OF the directors
FISK ana Gould-voed III the negative against this
| settlement would have no material weight that
know OHIO more weight than II eight out OF seven
teen voted the same these two men. There
| was no law TO prevent the action OF The MAJORITY
being good On looking at II III That light have
come to the conclusion that this action cannot b.
| maintained. There Is no fraud proven on the par
OF the defendant any OF his Understanding but
what he had legitimate aud proper rignt 10 do, &c
far as the settlement was concerned. The officers OF
The company nad q rlgnt To settle their utig3tons
| IL was their duty 10 do so. Ii was good settlement
! that would benefit, tnat has benefited ana, pre-
| sumo viii benefit the shareholders.
| Tle plaintiffs ut the time this suit was brought
| were governed and controlled by q new set ol OFT
| GERS who thought that the performance OF tnis
duty fney should make an effort To recover for the
| benefit Of the stockholders this large sum OF money
| they deemed improperly supstracted IRON theii
/ hands. They commenced this suit In good faith
and don't think II wouid be proper TO PUNISH then
| any more by fning them with COSTS because II
| seems TO nave been mistake, All honest mistake of
| the part OF the plaintiffs when they commenced IL