Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1878-01-04

0 :
least no harm. would hb done, is. | regret
to say. also unrealized. The result of
TINS petition for an order of sale is, un-
fortunately, to embarrass the property, to
ADD NEW CROOKS AND TURNS
to the labyrinth of litigation in which it is
involved and place new stumbling blocks
IN tho WAY of It's extricatinn it not, in
deed, to jeOpardizi its very existence as
thing OF value. anc place in deadly peril
the interests OF all classes Of security hold
ers allke. This result. As already indicated,
l believe to be a. much surprise to the
managers and their counsel a. to me, and 1
think they are entitled to no blame what
ever IN connection with it As before re-
marked, the decision of the Vermont Su-
preme Court to dismiss the petition for an
order OF sale, etc. was no surprise to me-
But the opinion of the Court delivered in
announcement OF that decision, as very
falrly set fOrtn in an abstract in your issue
OF November =, and as siuce printed YER
batim IN pamphlet form, a copy of which
now lies before NE, was great and painful
surprise to me. rs it must be. | tr;nk. to
every member Of the profession or other
well-IniOrmei person interested. | have
walt't patiently for some ADLER pen than
mine to review it, for some wiser and older
head IN the profession to analyze it and
give Us the natural coductions. but in vain.
Since ITS full publication have seen only
superficial and limited editorial comments,
such rs are to be expected in cases of this
klrd from editors overladen with the duty
OF scanning and commenting on oil current
events. and most Of these have been laud-
atoIy OF the document and the vast amount
OF legal lore and research it evinced. |
should hesitate to take issue, alone and un
supported. with these opinions, If did not
consider, as well a. the ability of the
writers, the multiplicity of their duties,
and their cOnatquent inability to give such
a matter the requisite time and care for q
thorough review. To my mind it would be
difficult, if not impossible, to find legal
opinion 50 unnecessarily and injIriously
dlscursive az is the one before me- 1t would
be neither proper nor profitable in news
paper article to undertake technical re-
view OF this document; merely desire to
stat, brlt tiy, and in such Il way a. To appeal
u the business and Common sense rather
than the professional understanding, the
way in which parts of it which seem to Inc
entirely gratultous and unnecessary will
ahtc,-nay. have already affected - the
property disastrJusly. The opinion dis
tinctly states that the question of priorites
70 brought up that it can be decided but
instead OF stopping there. Judge Barrett
goes into snch mass of speculative and
general disquisiton upon the subject of
trust liens tnat the reader must conclude he
intends it as foreshsdowing of what
will be decided in this case when the ques-
ton comes up for adjudication IN proper
form. as it must do sooner or later. And
all This IN such vague ard indeterm:nate
way that the haplCss security-holder is ut
tarly unable to get any clear idea from it,
and 90 becomes ten times more confused
than before a. to the position of his seeuri-
ties in point of priority. | maintain that
since the Court explicitly refused 10 decide
THE QUESTION OF PRIoRITIEs,
it was in common justice bound to refrain
irum such comment as this, the unavUida-
BILE fleet OF which IL it jIrious to the par
ties. There was no call or reason for it
whatever. and the effect is plainly shown
IN the teverIsh fluctuations in the securities
which followed its publication lam fur
ther informed that parties no have been
Carrying the paper OF the management in
many Instances refuse u renes it, because,
they say. they cannot understand this de-
csion and are afraid it fleets the paper,
without knowing how la short, they are
afraid of 1t, because they consider it liable
to be affected by phras, ology too vague and
comprehensive Tor their understanding. or
any bOdy'-, FOR that matter The effect of
this is already developed in an alleged plot
to have some OF the managers paper pro-
tested and make that the ground for pc
titlOn for the appointment of receiver.
Their it is asserted the attempt is t. be made
to secure the appointment of Ex-Governor
Page, or some one in the interest of the
Rutland road, as such receiver. Parties
interested, who understand the relations of
the Ce0tral and Rutland roads, which are
parallel lines and the character ut the par
ties referred To, will understand that such
a result would mean simple ruin TO the
Central and it, security-h holders. The Opiu-
ion further dabhea, in manner wholly
unnecessary As il seems t } mel and certain
ly ibconcluslye. with the various consent
DEGREES following the compromise decree of
1864, WHICH have served to give judicial
sanction to the agreements Ot the parties ln
relation to the making, funding and alter
ing ot loans, the taking OF leases, etc. Its
language leaves the parties and the profess
sion equally IN doubt a. to wh, ther it in
dicateS the intention Ot tbs Court to hold,
when evcntuslly called upon to decide the
question, that ali parties and privics are
or only those who gave their express a.
sent. The question was not up in this
proceeding for discussion at all, and | can
see no earthly reason or excuse for this dis
cursIve discussion If 1t, the sole effect of
which seems to be 10 add tJ all the other
II tdeECe& operating to heiog and perplex
1t, that OF the supreme Judicial tribunal OF
the State Thirdly. 1t seems to me that
the Court. in this opinion, went decidedly
out OF ~ way 10 throw dOu6t and uncer-
tanItY upon the legal status OF the 'Receiy
ers and Managers as they have generally
been called, who have been in possession OF
and operating th,s property tor nearly |
twenty years past. Without deciding what
their legal status Is, the Court decides |
land that only by strong implicatiou), that |
they are not receivers. and Contents itself !
with clubbing them Managing Agents.
W IthuuE entering iutG u discussion Of the |
question whether the Court l. rig ht in its |
opinion that these Managers arc not re-
| subiait that they and every body |
else have supposed they were receivers,
acting as cthc,rs OF the Court and under |
ItS prutsction AID control, though from |
1864 to 1872 that control was never active,
bat passive and subject To the Unanimous |
agreement OF the parties to the cause |
They the Court AID the whola world, have |
acted upon the theory aud faith that the |
- Receivers and Managers wrre exactly I
" hat that appe!ldtiHn means, aLu upon thus /
and laIrh have all their acts
with relation To tho Court. the property,
the parties and the public been based.
W Whether 1t Is intend Il IN this opinion to
Jverturn that theory cntirely. which would
INVOLVE TERgIBLE CONSEQUENCES
) al h,u |
The technical terms applicable 10 these man
ayers IN their official capaclty, | confess am
unable tu determine from the language. But
fail To- >re that the question wa> up Tor de-
'l>ipn. or could property be- decided under this
proceeding, or that ii hal any direct bearing
upon the question of whether the petition for
IN order of sale should be granted or denied.
'crtalny, as the Court decided To di>mi>, the
petition on other grounds than the official and
csal character OF the petitioners, or the form
II procedure, II was quite unnecessary tO stir
Ip the question collatcrally. The unavoidable
fleet oi Judge BarreltS complicated di>qui>i-
ion ON the rccrivcr>hip question, the rechri,t-
'ninS ul the old receivers and managers " Man
lgins Agents, etc, would appear simply To
cav uncrrt tinty III all minds ~ 10 what the
r"al status uf these officers i. il indeed they
nave any, To the manifest dctrimcnt nf these in-
crc~t> which the Court should have iclt bound,
fnut {" protect. at least To orrfrain from miur-
ng. These are the mann points of which |
wish to speak, and must not treSpas- further
On YOUR -pucr. | think | have shown enough
" support NV statement that the opinion
Indrr consideration l. "a most hIrmlully dis
ur>iyc and ONCr-icaChinS document. | am
Informed 10y professional correspondents in
'crmont the entire supreme Bench of that
state, with the exception, of course, of il
Iuthor, nov very much regret it> delivery in
ueh form, and would hc very glad 10 recall
md revise it. II that were possible. The facts
with it> preparation AMI delivery, n
lrarly ~ can ascertain them, urc these: The
preparation Of the opinion was assigned In and
undertaken hy tulcc Barrett, at the hearing in
luN. The Court met several times for con
ultutinn and reached M agreement ~ t. the
main points ut the decision. Juds" Barrett de-
ulrl 4 great amount uf Labor and research Ia
T. preparation, and finally submitted II tn hi
associates when they were IN thr,mld>t ui the ia-
lTur and perplcN Nitiu~ ut n heavy term at Mont
,,.lirl Very ,GortIN hptor, If, delivery hirT