The Rutland daily globe. [volume] (Rutland, Vt.) 1873-1877, 1876-01-24
THE CENTRAL VERMONT QUO WAR
RANT0.

Decision Of tho Supreme Court-The Pc
tition Dismissed and the Smith Board
Sustained-A Statement of the Reasons
That Governed the Court
The supreme court at st. Adams decided
the Central Vermont railroad quo narranto
case Saturday morning, giving the Smith
board a complete victory, says the st. AL
bans Messenger TO which we are indebted
for the following report.
The opinion was delivered by Judge
Redtield, and though it was not written, he
stated the reasoning of the court on the
several branches of the case. beginning
with the question of practice, he said that
as our statute is silent upon it the aulhori-
ty of the court to deal with the writ ia to
be exercised according to the usage in
England. 1t Is admitted to be well set
tied that when party is called in to how
cause, he is to appear and take his trial in
due course of law. In this connection the
court briefly reviewed the New York au-
thority cited by counsel, and then proceed
cd to glance at the merits of this case.
This petition is addressed to the discretion
of the court and that discretion is to be ex-
ercsed in relation to the parties and the
Vermont corporation is acting as a receiver
administering large trust 1t is an ex-
ecutive trust, OF daily duties, having rela-
tons that affect other roads and the public.
and the displacement and substitution Of
the officers of this trust by another set
might disarraDge these relations, affect
contracts and raise troublesome questions
as to the bond of the receiver. These con-
siderations would not weigh as against
clear intrusion of fraud and force, but
when that his doubtful they leave the dis
cretionary power of the court q wide
margin.
AS to the question of right, the first con-
| sideration is, were the votes based upon
the 1850 shares of stock lawfully cast !?
After briefly stating the history of that
| subscription he said that the court consid-
cred the equitable title to the stock TO be in
| him who paid for it, whether it was sub
| scribed in his name or not. The property
was in Park and he had right to sell it.
Was it sold If it was in fact understood
by him and by the company that the sale
was a RECESSION of the subscriptions, then it
was cancellation. This depended entirely
upon The intent of the parties. So far rs
the books show the corporation became the
owner. The doctrine laid down in the 3d
Maryland chanceiy reports is the sound
one. 1t is immaterial whether those shares
were technically stock or not they were a
thing, and 1t was capable of being sold
This question was very sensibly treated in
the 11th N. Y, by Judge Selden. If the
stock was issued by lawful authority, it
was a reissue of the original stock and car
ried with it the franchise rights possessed
by that stock.
The main question of the case then arises
and that is as to the sale of this stock to
Langdon and Mills, the occasion and the
purpose of it. There is no doubt but that
both Page and Smith were appealing to
every agency that they lawfully might 10
effect the election-the one to change the
control and the other to continue in pos
session. OF course it was competent for
either to buy stock in the market and pay
for it what he chose. 1t is argued that the
question of the intent of the parties to this
transaction is alone sufficient to determine
its character, but this is affected by other
considerations. The court think the ques-
ton is, was the sale actual or colorado,
conditional or absolute? That 10, was it a
real sale, or was there some secret under
standing that after the election II should be
treated as nulity? Ifsf was for the
mere purpose of voting, than it was a
sham and fraud. Now on this question
the relator has "gone into the enemy s
camp" as he expressed 1t to get his proof.
Mr.. Langdon testifies that he bought the
stock and paid for it and this fact does moi
seem to be controverted by balance OF
proof 1t is not for the court to imagine a
state of things not proven. The relator
has brought in this testimony and it shows
that the parties have ever since acted as
though the transaction was bona fde sale
Although the court think the controlling
motive was to vote upon the stock, yet the
sale was actual and unconditional, anc
therefore binding. Langdon bought the
stock absolutely, with no secret trust
reservation, condition or understanding.
1t is agreed that if the stock was ownet
by the corporation, since the franchise in
heres in the stock, 1t was not in the Lawful
province of one portion Of the directors t
use it to the prejudice of the others. Tha
is true, and the result is that 1t would b
in the power of those claiming to be in
iured TO apply to court Of equity to hav
that stock held in trust for the benefit o
the whole. But that is an elective right
Mr.. Langdon is not a party to this suit
there is no proof that any effort has beel
made to have him 30 hold 1t, and nearly
year having passed since his purchase, tn
doctrine of acquiescence comes into force
This is not a novel doctrine nor peculiar L
Vermont. 1t applies everywhere and eve
at the present term in some smaller cases
it has been recognized Mr.. Langdon has
right to say, "If | cant use this property
hand me back my money!" and he no
being q party, and no effort having bee
made to require him to hold the stock !