The Ouachita telegraph. [volume] (Monroe, La.) 1865-1889, 1874-12-18

! equity to allow a single creditor tC
destroy a fund to which other creditors
had u right to look for payment, and
equally against the principles of equity
to permit him to destroy the value o
the property Of the stockholders by
discovering from the franchise property
! which Is essential to its useful exist
ence." ,.s v
! IF, now, the conduct of Gordon be
observed and compared with the rela'
ton he sustained to the other mortgage
bondholders, 1t will be apparent he was
utterly regardless of his duty. Before
bhe sued out the executory process he
conceived the scheme Of forcing Il sale
| Of the mortgsged premises, not for the
purpose Of paying the debt which was
lien upon them, but for the profit
that might be nude out OF the purchase,
| or as he represented in substance to one
whom he requested to join in his plans,
because there twas u probability of II
very decided speculation from the sale" "
And in pursuance OF this scheme, on
10th day of January, 1856, only, few
days after the executory process was
placed in the sheriff,s hands, he entered
into 81 written agreement with John II.
Ludeling, w. J.Q. Baker,F. P. Stubbs,
q. G. Waddell, and John Ray, which
had for its object the purchase of the
railroad mortgaged property. for the
agreement, with no reference to the
other bondholders. BY this agreement
he placed himself in an, antagonisttc
position to those creditors of the COM
pany whose security he was using.
Their interest was that the property
should bring Il full price, but his, under
the agreement, was that 1t should be
sold for the lowest price possible. Nor
is this all. He himself appointed one
of the two appraisers who, on the day
of sale, made at, sppraisement so obvi-
otlsly inadequate and unfair that it
forces a conviction it was made collu-
sively to enable the parties to the
agreement to obtain property ut II price
nearly nominal. The entire property
was appraised at seventy-tive Thousand
dollars. Five hundred and titty thous-
and dollars were bid for it, (though the
it was adjudicnted to Gordon and his
associates, they were offered for their
bid one nilfino dollars, as testified by
the person who made the offer, or six
hundred thousand dollars, as admitted
by Ludelihg,and the offer was rejected.
Gordon was also a party to the steps
taken by Whicl, the sheriff was induced
to reject. the bid of five hundred and
fifty thousand dollars made by Branner
g. Co., and put the property out for Il
resale. 1t is impossible to look at all
this without coming to the conclusion
that Gordon's conduct was, from begin
ming to end, q violation of the duty he
owed to the other bondholdcrs, II duty
growing out of his relation to them and
out of fhisappropriation of q security in
which they had an interest nearly two
hundred times greater than his own.
And the situation Of the other defend
ants is little, If any better. John Ray,
Joseph f. Mcclure, John y. MEG uire,
Christopher H.. Dabbs, Wesley j. @.
Baker, Robert Ray and Henry NJ, Bry
were directors of the railroad company
when the eXecutory process was sued
out, and when the sale was made Bry
was; the vice president and acting pres.
ident, in consequence OF the absence of
the president, who WAS in Georgia.
Joseph +. Mcclure was the company's
secretary and treasurer. All these par
ties were ut hand, residents in or near
Monroe. Al officers Of the company
they had the custody and charge OF the
railroad and all the property of the cor
poratfon. And they held it in very
legitimate sense as trustees. Certainly
they were the trustees Of the stock
holders, and also, to- II considerable
degree, of the bondholders, owners of
the mortgage. We do not say they
might not have purchased the property
ut a sale over which they had no control,
and made underjudlcIai process adverse
to the company. Perhaps they might.
But we do say they had no right to
join hands with Gordon. They had no
right to enter into or. participate in IL
combination,the object of which was to
divest the company of its property and
obtain 1t for themselves at u sacrifice, or
ut the lowest price possible. They had
no right to seek tl;eir own profit at the
expense Of the company y,itsstockholdcrs
or even its bondholders. Such course
was forbidden by their relation to the
company. 1t was their duty, to the
extent of their power, to secure for all
those whose interests were in their
charge the highest possible price for the
property which could be obtained for it
at the sheriffs sale. They could not
riShtfully place themselves in a position
in which their interests became adverse
to those of either the stockholders or
bondholders. And this rule was