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

resolution was the payment OF the debts
of the company. How, then, can it be
claimed that directors who had thus
resolved, in obeeience to the instructions
of tho stockholders, We're at liberty to
! participate in Il scheme, the object and
effect of which was to divest the COM
pany of all its property aud franchises
without the payment OF its debts? How
can they be permitted to join Hands
with those who sought to obtain that
property at the lowest price, whose in
terest it was to have no other bidder
1 than themselves at the sale, and whose
action tended to defeat the avowed
object of the resolution passed by the
directors, as we'll as to make worthless
the security which 1t was their duty to
protect and render in the highest possi-
BILE degree fruitful:
Having thus noticed the relation in
which these defendants stood towards
| the company. its shareholders, and its
bondholders, and some ofth duties and
disabilities attendant u pom that relation,
we are prepared to inquire how those
duties We're performed. 1t is proved
that IL combination was formed as early
as November Is, 1865, by some OF these
directors to become the purchasers OF
the property and franchises of the COM
| pany exclusively for tho benefit ofthose
whom they might consent to associate
| with them. a written agreement to
| that effect was made and signed by
John Ray, VIM. =. Parham and w. j.
| @. Baker, both Ray and Baker being
then directors. BY the agreement
John Il. Labelling was appointed the
agent OF the parties to make the pur-
chase in their name. This was very
shortly after the resolution of the board
Of directors, to which we have called
attention was adopted. The agreement
was repugnnnt to that resolution, which
contemplated no disposition of the pro-
pcrty which did not provide for the
payment of the debts OF the company,
none that might be for the exclusive
advantage ofsome directors. The agree
ment was made after WadIcy, the Presi-
dent, bad left the State and gone TO
Georgia, where most of the bondholders
resided, with II view,if possible, to effect
such an arrangement as the resolution
Of October nth recommended. There
is no direct evidence that at this time
these parties were in direct combination
with Gordon to obtain the property for
themselves by a hurried sale, conducted
with the least possible opportunity for
notice of his pro- eding to those stock
holders and bonu holders resident at a
distance, who had the greatest interest.
But that such a confederacy subsequent
Iy existed we think ought to be inferred
from what SUBSEQUENTLY occurred. In
deed, many facts point to such n COM
bination and can be accounted for only
by it.
On the 10th of January, 1866, Lude-
ling, Baker and John Ray entered into |
another agreement with Gordon,
Stubbs and Waddell (Stubbs being then
fISr <Nf In ,1,:x
after reciting that proceedings had been !
instituted to sell the railroad, with the
property thereto attached and apper-
tanning, they agreed sevcraIIy to de-
posit with Ludeling Il sum of money to
be used for the purpose of forwarding |
the interests of the company ii. c., the |
associated parties) relatively to the
railroad and property bought, and that
the parties to the agreement should be
interested in the stock, shares and
property OF the. com pany in the proper.
ton of the amount of money put in by
each, regardless of what the property
might hnvecost. Ludeling was dcsigna
ted to bid for the property, and, should
he buy, was required to take the title in
the names of the contracting parties and
such Others as might he necessary to pre-
serve the existence of the Vicksburg,
Shreveport aud Texas Railroad Compa-
ny. No one was permitted to sell out his
interest within six months after the
purchase without the consent OF n
majority of the other joint owners or
co-partners, and after that time, namely,
the expiration Of the six months, the
refusal was given to the company.
phis agreement was ako signed about
February l, 1866, by Robert Ray,
another director, as ho has testified.
Thus these directors became nvowcdiy /
confederates with Gordon to purchase
the property aud to purchase II for
their own benefit. Thus they took n
position in which IL became their in
tcrcst that the property should be
sold at n low price that there should
be as little competition as possible,
and that no efforts should be made to
stay the sale, or give any more notice
than n formal compliance with the
law required. Thus their interests !
were brought into direct antagonism |
with the interests of the stockholders
and bondholders. Thus they combin-
ed to defeat the accomplishment of
tho arrangement proposed by the
I..k - IL 49,