The Rutland daily globe. [volume] (Rutland, Vt.) 1873-1877, 1875-05-18
VERMONT & CANADA RAILROAD
Chancellor Barretts Opinion.
Joseph Wilson and Others

May IL, 1870, before Barrett, chancellor,
on bill and answer
have 10 doubt as TO the province of
the court to interposc by injunction In this
case, If the provision objected to in the
agreement of April Goth ult., would de-
priye the orators of any equitable right, or
would prevent or seriously embarrass or
impede them in the assertion and enforce
ment of their legal rights. There are no
facts before the court bearing on this mo-
ton except what are shown by the docu-
ments incorporated in or appended to the
bill and answer.
The established aud asserted ground and
occasion for asking for the injunction is
the clause in said agreement for the with
holding Of interest and dividends on such
stock as shall not he exchanged for the
bonds of the Central Vermont. If that pro-
vision is lawful, and would be gwen effect
to by the proper courts, then of course
the contamination of the contract
with that provision in il ought not
to be interfered with by the injunc-
ton. If it is not lawful, and would not
be maintained by the courts, then 1t is nu-
gatory, and parties sought to be reached
and affected by it will suffer no deprivation
Or dimnution of legal or equitable rights
as stockholders in the Vermont and Canada
railroad company. Assuming it to be un-
lawful, then the propriety of granting the
injunction depends on the question, wheth-
er it is necessary, In order to prevent inju-
rious embarrassment or impeachment in the
assertion and realization, by the orators, of
their respective rights.
1t is not shown, nor Is ii claimed, that
whatever bonds, or money on bonds, shall
be received By the Vermont and Canada
company, will he unsafe in the hands of
that company This hill is not brought on
that or any like ground. On the contrary,
1t is to be inferred from all the documents,
that, with, or without, the obnoxious pro-
vision, the bonds for $1,000, 900, and the
payments that shall be made thereon, will
be safe there. and will be held subject to
the rights of every party and person en-
titled. The security for the payment of
the bonds is the same, whether that clause
be, or be not, in the agreement on which
the conveyance is to be made 10 the Cen
trail Vermont railroad company.
These things being SO, it is not obvious
why the injunction rs needed for the pro-
lection of the rights of any strckhol or
He will be entitled To- share the avail
the transaction in proportion oh -,.ck,
and will be entitled IL h ~ nj priv
leges and immunitic- c'i|,rcd on him by
virtue of his ownersh p TT the stock. And
his remedy for the denial or vi hh'''ing
of such right will be in no whit impaiieu
or embarrassed by such provision in the
agreement. If the refusal to pay divi-
dents or interest would give such occasion
for multiplicity of individual suits at law
as would render IL proper for several,
standing in common right. TO join in
single bill in chancery, that provision in
no manner curtails or varies the right or
the remedy in that respect. If the relation
of the Vermont Il Canada corporation, re.
ceiving the bonds and the money paid on
them, be one of trust, in such sense and to
such effect as to be only subject for equt-
able cognizance, with reference to the right
of the stakeholder to share in the bonds
and avails, the rights of stockholders to
proceed individually or jointly are IN no
degree affected by that provision in the
agreement. The same rule and reason
that enables the orators to JON in bringing
the present bill will enable one, or many,
to bring bill whenever the Withholding
| of the st0ci holders shares of interest or
| dividends by the Vermont and Canada
company shall give occasion.
have thus far considered the matter in
its legal qualities and aspects only. 1t may
hoITTn 'rrS"of- What was represented on
both sides, and concurred in on the arg,l-
ment, and what has become matter of pub
lie history through the newspapers, and in
the files and records of the court of chan
Gerry for Franklin county, nj audiri. The
result reached by the vote of the siockhold-
ers on the Goth of April last is the consuma-
ton of negotiations and legislation that
have been going on Tor some more than
tive years, with view to relieving the vast
property and interests involved from strife.
and scandal, and litigation, not profitable,
to say the least, TO the stockholders of the
Vermont and Canada company, nor to any
class of bondholders relying on the proper
ty and its administration for money on their
bonds, and with the main view of putting
the property into corporate control and
management, in such way and or
such terms as the combined wisdom
OF all concerned should deem best
for the interests of all. | am given
to understand in the hearing that the
granting of the injunction would be likely
to thwart and render fruitless the efforts
that have thus been made. In this view.
the occasion and the subject demand n
strong case of need for an Injunction for
the protection of personal rights, in order
to warrant chancellor in granting it. 1t
is well understood that the use of this sum-
mary process, in advance of the litigation
that Is to settle the question of disputed
rights, is within the discretion of the chan
cellor,-noi a whimsical or capricious,
hardly pc sOnal, discretion but a dis
cretlOn to be exercised in view of, and &C.
cording to. certain defined principles and
established rules and usages.
see nothing in the legal status and re-
lations of the subject and of the parties
that gives cause and occasion for granting
the I'M junction. see nothing IN the case
which, from prudential considerations, oper-
ating upon the legitimate discretion of the
chancellor, requires ii to be granted Many
things that counsel concur in informing the
court OF would seem to render the granting
of 1t likely to jeopardize momentous inter
ests, without substantially serving any.
Conjectural possibilities of fathlessness TO
the purposes professed by the recitals, and
Indicated by the provisions of the docu-
neutrality-suspicious. that parties may or will
take advantage OF their tlduciary position
to defraud or injure their benefciaries, in
violation OF the purposes and provisions of
the contracts, conveyances and arrange
mcnts, under which they held their posi-
tions-cannot, of course, have much
weight, unless rendered imminent of real
ization by the established facts in the case.
In order to he the ground of judicial ac-
ton, the law requires that fraud and bad
faith should be reasonably established as
matter of fact, or of commanding proba-
bility, by legitimate evidence.
The result Is that the motion is denied,
with costs TO the defendants, to be taxed at
the termination of the suit.
JAMES BARRETT, Chancellor.