Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1873-06-27

ed the granting of the petition.
Mr.. Stafford said that Bradley Barlow.
who was one of the commissioners to receive
subscriptions to the stock of the Central
Vermont, did not act as such in fixing the
price at which the Vermont Central bonds
should be taken in payment, and claimed
therefore that the acts of the other commits
sioners were void.
Mr.. Phelps said Mr. Barlow's name was
signed to their report, which was conclu-
siSe evidence that he did act as such COM
missioner, and, as it was proposed to put
Mr.. Barlow on the stand, that parol testi-
mony was inadmissible to contradict the
record.
Mr. Hard contended that the record was
only prild fdcie evidence of the facts. They
were not obliged to make any record The
actual facts can be proven by one or both
classes of evidence.
Mr.. Underwood said that if the act Of
the commissioners was judicial the record
of it is conclusive But it is not judicial
act Nobody had any right to hearing
about it. The commissioners were bound
only by the statute No bondholder, if he
did not like the price, was obliged to sub
scribe But if the acts of the commission
ers are open to proof by parol, still they
proceeded legally, for chapter % Of the
General Statutes provides that majority
may act.
The discussion was prolonged, Mr.
Phelps contending that the action Of the
commissioners was unoblectiOnable and that
even if not, yet the Vt. Il Canada have no
right to object to the corporate existence of
the Central Vermont, because that i 4
question which can be raised only by an
action in behalf of the people. lie cited
Judge Redfield to that effect.
The Chancellor decided to have Mr.. Bar
low testify, but did not wish to be under
stood as then deciding whether or no; this
act was ministerial or judicial. or whether
legal or not.
HON. BRADLEY BARLOW
testified that he was not present and did
not act with the other commissioners when
the books were opened and the stock sub
scribed, and that he had nothing to do with
fixing the price at which the bonds were I,
be received in payment. He had written
the other commissioners letter stating his
objections to then proceeding to organic.
owing to the insuffciency of the notice. and
the night before their meeting he talked
with them to that effect. Tie declined
to act and did not act up to the time of the
closing of the books. lie signed his name
TO their report at their req uest after he uu-
derstood that they had closed the books, be-
cause he did not wish to make any tactiou-
opposition. lie was of the opinion that h.
signed that evening-possi6ly not till the
next morning. The certificate was drawn
up and taken to him, he thought by Gov
Stewart. At that time he offered to makea
subscription to the stock himself, but wa,
told that the books were closed.
lie opposed the proceeding beforehand be-
cause the notice was inadequate. After
they had gone on and acted did not sup
m ar yV.uIH
any difference. | stated to Mr.. Park that
had taken position with the commission
ers that did not feel at liberty To recele
from. Had not talked with any parties
from Boston about it. | authorized GOV.
Smith to sign my name to the call for the
meeting any time when he wanted to call it.
Was notified of the meeting and was at the
Weldon House at the time oft
In reply to the Chancellor Mr. Barlow
said that when he signed the report Of the
Commissioners he read it, or al least some
portion of it. Thought he understood that
the subscription price was 40 per cent Of
one class OF bonds and 10 per cent. of an
other.
Hon. F. \. Brooks of Boston. explained
the petition of the Vermont and Canad4
company as one of doubt, with reference to
the use of this road by the Central Vermont
whether new receivers, if appointed. would
recognize the right of the Vermont ami
Canada or not ,as secured to it by the lease.
and until their rights were fully recognized
they should oppose the petition.
a discussion was had with reference n
the filing of accounts as per petition filed.
and the matter postponed until the decision
Of the question.
y petition to allow the Vermont and "a
NADIA to sue Receivers in court of law and
nj -ol-o
Nle>>rs. Underwood. Stafford, Hard and b
F. Fifeld. The Court asked the parties T.
'tate specially what suit they wanted :,
'rlng. Brooks replied that they wished.,
ring eJectment to recover their road of Re
eIyers. Inc petition was - amended. ami
he Chancellor (Hon. Homer t. Royce) an
bounced that he would give his decision
n Saturday next at one o'clock
THE DECISION.
The decision of the court upon the pet
ION of receivers and managers and Cen
raj Vermont Company to have that com
any appointed receivers, was given Satur-
ay forenoon. The Chancellor then took
P the objections and gave his reasons io-
he order substantially As follows:
WITH reference to the organization Of
ne Central Vermont Company objection
made that it was not properly organized
'e are of the opinion that the Requirement
the Statute for the commissioners 10 fix
he price of bonds was not mandatory but
a for the benefit of the securitv-holder-
no might ask it. No one seems 10 have
'ked 1t, but one bond-holder subscribed
nd he with full knowledge that the price
as fixed by two of the commissioners
'nsequentIy he Is not in position To OBJ.
CT. neither the fixing the price OF
'nds was ministerial or judicial act /,
II material under that view. The price
,ed by commissioners l. not an arbitrary
ie upon the directors: they are AZ liberty
Tx any price. The objection 10 the or
IMITATION is not well taken.
The objection that the Central Vermont
'mpany Is a stranger 10 the cau>emight be-
good one We're the petition signed BY the
mpany alone, bat this petition has ais,
e signatures OF the receivers and mana
=, VINO are not strangers to the cauSe,and
nee we are not Inclined to dismiss the'peti-
We think the objection that the Central
rmont Company ought not to be appoint-
because 1t Is corporation, i As 4
neral rule valid objection. There are
precedentS. but this i an exceptional
e All the proceedings in this ca,
sht not to be taken as precedents. The
gencIes of the case require that we MAKE
exception, and a. the legislature have
MATED WHOM the Chancellor Hay anpoint
a particular case, the doubt which
sht otherwise have, Is removed.
u the prOpriety of this change we con-
er 1t unnecessary TO detail a history of
cause; everybody ha, expressed a desire
get this property out of the rut. This
poration now come forward and propo,,.
AXE II out, and pay all debts and de
nd>- Now 1t seems that if thi, can he
le. 1t Is proper to be done.
\ great deal of complaint has been made
The present management. but the cause
can Judge as well as another. Petltinn.
&c been brought for removal of receivers.
no one has ever nominated or named
IT successors until nov. This i the first
lance That any one with pecuniary ability
ever ohered to take this property ana
mage 1t. We therefore decide that the
yer oil the petition should be granted and
re the following order.
he order is quite lengthy. and it pas-s.
property over to the Central Vermont
npany, providing that receivers ami
lagers shall settle and pass their ar-
nts making uOn. d. \. Smallev al
'ilhstOn a special master 10 hear and re-
upon all claims and demands arain~r
present receivers. and appoints the
tral Company and managers. reouirinr
N 10 pay all the debts and liabilities and
manage and operate the railways suhiee.
he orders ofthe court.
he amount of the bonds to DO given by
new company Was not fixed in the order.
;r discussion by counsel the Chancell5r
the amount at s 200, 900. conditioned
faithful performance of duties As re-
ers and mana gers.
ne order was not signed, but was Left
counsel to make suggestions apon the
or points
ne order does not give the new rsee.,-,s
err to take lease of the sullivan Nv
don Northern and Montreal and Yer
Junction railroads: that part of the
or nE ihl Iantiti-.u. r