Green-Mountain freeman. [volume] (Montpelier, Vt.) 1844-1884, 1875-05-19
Railroad Decision.

complete the contract with the Central
Vermont for the sale of their road. The
vote was about in the proportion of three to
two Mr.. F. A. Brooks led the opposition
to the completion of the negotiations.
Some of the stockholders who sided with
him, applied to Chancellor Barrett for an
Injunction against the stockholders of the
Vermont & Canada, to prevent their exc
cutting the papers for the sale of the road.
| At the hearing, last week, Mr.. Brooks
represented those asking for the Injunction,
while C. w. Willard appeared for the MT
| iority of the directors, and argued against
the granting of the injunction. Chancel-
| lor Barrett has rendered his decision reflls-
ing the Injunction. The following is the
Chancellor's opinion.
have no doubt as to the province of the
Court to interpo>e by injunction in this
case, if the provisions objected to in the
agreement of April, Doth ult., would de-
prive the orators of any equitable right, or
would prevent or seriously embarrass or
impede them in the assertion and enforce
ment of their 1egtl rights. There are no
facts before the court bearing on this mo-
ton except what are shown by the docu
ments Incorporated in or applied to the
bill and answer.
The established and asserted ground
and occasion for asking for the injunction
is the clause in said agreement for the
withholding of interest and dividends on
such stock rs shall not be exchanged Tor
the bonds Of tie Central Vermont. II
that provision is Lawful, and would be Civ
en- effect to by the proper courts, then OF
course the contamination OF the contract
with that provision in it ought not to be
interfered with by Injunction Ii 1t Is not
| lawful, and would not be maintained by
! the courts, then it is nuTatOry. and parties
sought to be reached and effected by 1t
| will suffer no deprivation or dlmunltlon OF
| legal or equitable rights us stockholders
| in the Vermont Il Canada X. H. Company
| Assuming it to be unlawful, then the pro
pretty of granting the injunction depends
| On the question. whether it is necessary. In
order to prevent injurious embarrassment
or impediment in the assertion and retllZ
alton, by the orators, of their respective
RIGHTS.
| 1t is not shown. nor is it claimed, that
whatever bonds. or money on bonds. shall
be received bv the Vermont u Canada
COMPANY, will be unsafe in the hands of
| that comptnv This bIli is not brought
on that or any like ground. On the con
trary. it * to be inferred from all the doe
lment>. that with. or without the obnoN
| iou> provision the bonds for S3,OOo.oOp.
md the payments tlllt shall ne made
hercon. will be safe there. and will b"
held subject to the rights of every party
and person entitled. The security for the
pavlnent of the bonds is the same. whether
that clause be. or hc not. in the agreement
on which the conveyance is TO be made to
the Central Vermont Il. Il. Company.
These things being %, it is not obvious
why the injunction i needed for the pro
'cction of tie riyh> of any ~tockholocr.
He will be entitled To share the aval> OF
he transaction in proportion to his stock.
and will be entitled to his personal privi-
| lerc> and immuuitie> conferred on him by
virtue of hi> ownership of stock. And
his remedy for the denial and withholding
If such right will be in no whit impaired
OF embarrassed bv such provision in the
agreement. If the refusal to pay divi-
lends or interest would rive such occ:t-
sion for multiplicity of individual suits at
! law IL would render it proper for several.
standing in common right. To DIN in 4 sin
Gle bill in chancery. that provision in no
manner curtals OF varies the right or the
remedy in that respect. If the relation Of
the Vermont X Canada corporation. re-
ceivng the bonds and the money paid on
thcni he one of tr1tt. in such sense and to
such effect a TO he only the subject for
uIYittble coyniZlncc. with reference to the
RIGHT Of the stakeholder to share in the
bonds and availS, the rights of the stock
| holders to proceed Individually or Jointly
are in no degree affected by that provision
in the agreement. The same rule and re;l-
son that enables the orators to Join in
bringing the present bill Will enable one.
OF many. to bring a bill whenever the
withholding of the stockholders shares OF
interest or dividends by the Vermont x
Canada Company shall give occasion.
have thus far considered the matter in
its legal qualities and aspects only. 1t
may be proper to make IN additional >ug-
ge~tinn. in View Of what was represented
on both sides. and concurreA in on the ar
yumcnI. and what has become matter of
public history through the newspapers. |
and in files and records of the Court of
Chanccrv for Franklin County ut aitIiri. |
The result reached hv the vote of the
stockholders on the 2,'tll of April last. is in !
contamination OF negotiations and l.'rsla- |
ton that have been going on for some
more than two years. with 4 view to
relieving the vast property and Interests |
involved from strife. and scandal. and liti- |
CATION. not profitable. to say the least to |
the stockholders OF the Vermont X Canada
company. nor To ANY class of hondhollrr> |
relying on the property and its admins
tration for money on their bonds and
with the main view of putting the proper
" into corporate control AMI management.
n such way and on 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
he likely to thwart and render fruitless thu,
efforts that have thus been made In this
view. the OCCASION and the subject demand
a strong case of need for an Injunction
for the protection of personal rights. in
order 10 warrant Il chancellor in granting
It, 1t Is well understood that the use of
the summary process. in advance of the
litigation that i to settle the question of
disputed rights. is within the discretion of
the chanrcIlor.-not Il whimsical or ca
PRECIOUS. hardly Il personal discretion
bnt Il discretion to he exercised in view of.
and according to. certain defined princi-
pies and established rules and u>agcs
see nothing in the legal ,ttus and re.
latlonS of the subject and of the parties
that gives cause and occasion for grant
inc the Injunction. see nothing in the
case which, from prudential con~ilera-
inns. OF Grating upon the Legitimate discrc-
ton of the Chancellor. requires it to de
granted. Many things that counsel con
cur in informing the Court of would seem
to render the granting of it likely to
Jeopardl2e momcntous interests. without
substantially serving any. Coniectural
possibilities of faithleSSne>s to the purpo>e
protested by the re, ital>. and indicated by
the provisions of the Acknowledgement
tlons that parties may or will take advtn-
'age OF their liduriary position to defl'aud
OF lnlurc their beneticiarieS. in violation
OF the purposes and provisions of the con
tracts. conveyanccs and arrangements.
under which they hold their positions
cannot, OF course. have much weight. I'M
less rendered imminent of realization by
l.