The sun. [volume] (New York [N.Y.]) 1833-1916, 1877-11-22
ONE sTOCKHOLDER's SUGGESTIONS.
what the Pennsylvania n. II. 60. should DO
In the Matter of the New Jersey Lease.

To THE EDITOR OF THE SrN-Sh: In the
matter of the lease OF the United Railroad and
Canal Companies Of New Jersey 10 the Pcnnsyl-
yania Railroad Company. there IRE sundry mis-
apprehensiuns and Misrepresentation which
call for correction.
The defects If the lease Of 1871 arc cured Ivy
the validating ratiiying. and confirming statute
of New Jersey approved March n. 1873. The
right of the only remaining coniplainanie in IN"
chanccry suit. the Brothers Longstrect. saved
and excepted in the New Jersey statute NJ
vested right in a pending suit. is TO compcn-
station for the stock lat its fair market valued
which il iakon from them Ms dissenting stock
hol1pre by the lcsscr under necessary judicial
Interpretation and construction OF the Now jrr-
Soy statute: hcritiisr that statute. IN urwr 10
vaidulc, rntiiy. and confirm INC l,asr ny uh-
nvoidable Implication and iniondment, uc
gatNs to the lessee the powcrui eminent domain
ihnt II, of taking the stock ol INV ling sio' K
holders for the public uses If the lease. nlwn
nal INK COMPENSATION AMI unying VIC IlN"n'
COSTS ~ suit. The Brothers lnlGsifrtt N''Nr
sold their rln'k anl assigned inc control pl
ihcir suit 10 Mr. y. Carnegie Tor prl'r- prom,
hly slj.unO or murc-in rNc.-s u INC mif.ct
vulue Of their stock and Of their taxable costs.
II il alleged that Mr.. Carnegie rurci "a, rom
no speculative or Interested motive, hut SIMPLY
remove ali cloud from tho lease Consequently
Ia offered his purchase at cost to the united
comrnios oi New Jer-'y. who respectfully l'-
clincd his Offer for the twoiold reason that they
PENNSYLVANIA Railroad Company Tor by years.
and that said company were bound by the hliSc
TO settle the BongstTrct claim and sut. Mr.
Carnegie does not now offer his purchase to the
lrnuSvlNnnia Railroad Company because. ~ ~
alleged. he has discover that the Brothers
Iuurstreot accepted, on Jan. ~. 1872 scnu-
unmunl dividend. and. on Auri 10. 1872, a quar-.
terly dividend, from th" FonnSylvanie Railroad
COMPANY. and thus nhand med the suit render
ing It's control vnlucless. n" therefore proposes
to sue the Brothers Lungstret to recover inc
money paid 10y him Until this fresh contrO-
IL Il at pF l M
the original suit in Chancery Of the Brothers
Longstreei. which clouds title under the lease,
remains unndIustcd. There IL no sufficient rea-
son for this. on for n delay on the part OF tho
| Pcunsylvenia linllrOad Company to protect the
innocent stoc kholiers who are the ncil.iurics
under the lease. and thoir, own 22ooO or moro
| shares of stock acquired by the terms OF the
| lease. and to quiet title 10y taking an early as
signmcnt from Mr.. Carnegie OF his purchase
| from the Mossrs, LOngstreet, and 10y sooutin-
| uing. immediately and publicly. tho NeAatiuus
Mr.. Carnegie cannot rcscind his contract Of
! sal sund purchase with the Lonsstrccts. because
| they lid not ostop themselves in equity by ne
ceutinE before the enactment Of tho Nalidhiing.
ratiiy wing. and confirming statute OF New Jersey.
| and during the pcndcnty oi their bill % com
| plant in Chanrrryl return or revenue on tho
| stock. from corporation in til" actual ocou-
paney and rontrolu ~ all the M ans and property
| partly reprcst nted 10y their stock. and stigma
i,2id in their bill rs an INTRUDER and wrong,
| door. taking unlawtuly rev nue.. pronts ana
| income. aud liahle 10 account ip them inr mesne
profits. and ~ "a trustee or ulnithcO. u Is con-
| coded that n they had accepted after the enact
| munt " the New Jersey statute. they would
| have estoppcd themselves ana abandoned their
suit, and lost all other rights n.longing 20 q on
! IL diss' ntiug stockholders. Mr.. Carnegie had
| notice of all this as is manifest from his pay
| ment OF the sum Of sli.OsO, Tor the dividends
due t. the Lpngstre"t- and lying UNCLAIMED
| In the treasury Of the PENNSYLVANIA Railroad
| Company. That sum L. the precise amount o
I've and onc-half years dividends. while, be-
| ginning with the scmi-'inuual iiNid, nj duo nno
paid on lanurry 10. 1872. and terminating witt
the dividend du" October 10. 1871. thcre hay,
h""n six and one-duarter years dlvid 'nis II
all Il. rlar'd and payable on tho 2J0 shares o.
the l.ongstrrrt stock. II ~ therefore certain
that there was no misrepresentation " facts. II
respect 60 their acceptance OF three gnart.rl'
dividends prior To- the enactment of the New
Jersey statute. 10y the Messrs. Longstrcet l.
Mr.. Carnegie. Neither was there any miShp
prchcnsln 81 the true law 81 the case. ~ hn
been shown. on the part OF MIR. Carnegie.
The nfrren'rs are that the Pennsylvania
Railroad Company are under moral. If not
legal. obligation e. relieve immediately Nh
Carnegie OF his embarrassing purchase. nnnl
testify made ly him in the interest of the com
puny il not at their instance. and. by an oliein
! liscoutnugu,c OF the suit. permit tie TO X &
| rise To- t6B IN the So K Exchange Iat. which i
it@ true I'm nciai status when relieved OF tl
di~quiouIl" nnd apprehension which now Il"
| urr~- "a tn M. y S4O,kHOlD4E.
pun.AplLrHIA. Nov %.