The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1877-07-15
Eleven Suits Against The Lake Shore and
Michigan Southern Railway Company.
IMPORTANT DECISION BY JUDGE BARRETT
The Election of Trustees Of the Windsor
Hotel Company.
Appointment OF Foreign Ad-
ninistratOrS.

An elaborate opinion was handed In by Judge Bar
rclt yesterday in which judgment was given IN the
eleven suits brought by George s Boardman aud
others against the Lake Shore and Michigan Southern
Railway Company. tried by Lin In the Speciu Term OF
tho Supreme Court months ago. and the facts
OF which fully reported in the HERALD during tho
trial Mr. Boardman holds tweniythree shares Of the
guaranteed ten per cent stock OF the Michigan South
orn Railroad Company. and all tho other plaintiffs
hold certificates Tor more or less stock-some
by original purchass and some by transfer.
These suits have been in litigation Tor the last ten
years, and the question IN dispute whether, after
tho consolidation OF the Michigan Southern with the
present deondSrres company, which assumed all the
former companys liabilities, the defendants were
bound to iulni the the certificates Of stock
issued in 1851 10 pay dividends on such preferred
the statute Of Limitations, acquiesconcc IN the non
iachcs.
In deciding the Judge Barrett says that IN the
Of Prouty one Of tho present plaptis, the Con-
cra Term has decided The validity Of the guaranteed
stock. the liability Of the consolidated corporation and
the general right VI the stockholders TO arrears OF
dvIdeLos and interest thereon from tho time when
they should have paid, which leaves only for dis.
cussion sulcisncy oil the proofs OF tho rights OF
each plaintiff Taking up the various points Ia their
order, no holds that The defendants arc acorpoaon de
factO and dc lure. Tho plaintiffs. he further holds,
that they held stock issued by the
Old company 1866 that the certificates OF transfer Of
the original ono and merely substitution OF share
holders that the plaintiffs are all holders Of guaran-
teed ten cont stock Of 1857 and that the holding
OF transfer certificates does give right to previous
dividends, but " subsequent dividends even from
profits previously madc In tins case he says the word
s'd idend'' dues mean technical dividend issuabe
1T the Judgment OF tho Managers but specific pay
which tho company bound 10 pay out Of its net
earnings tor which they become liable on making
net earnings, even though they do not make
profits He holds moreover. that these are
not actions TO compel declaration OF divi-
dends, but compel tho company 10 fulfil its
contract to pay them. he also decides that there Is
bar by the statute OF limitations, the original con-
tracing company bong foreign corporation aud the
suit having been commenced within Blk years since
tho consolidation. Ho overru!es the objection as to
estoppc but says, howtver, that with regard TO GER.
tlcate transfers alter tho obligations 10 pay matured,
tho acceptance OF future dividends by The holders Of
certificates without putting IN claim tor arrears
tends to stamp the understanding with which tho
transfer was mado nnd Indicates very decidedly their
own conception OF what had passed 10 them. In con-
clus,on he gives judgment for arrears with interest,
in often OF the plaintiffs but businesses the suit
the OF the executor Oi Mr.. V0iSIn, whose
tlfcate is dated July. 1870.