Daily globe. [volume] (St. Paul, Minn.) 1878-1884, 1880-06-30


to say if these parties are entitled to
any relief in regard to this transaction
it ls by some such bill as that, and not by a
proceeding to go under the foundation of this
suit by being made parties to it, and then
seeking to controvert matters which were error
in the proceedings. If there has been such
fraud practiced upon these parties by their
trustees "a would justify any relief Ia connec-
tion with that suit, it must be by such q bill
as that, whereby they come in and set up their
own interest and show how they were cheated
and defrauded. Butt must say, think have
a fright to say, perhaps it may be of value in
further litigation, (although l would not be
bound by it in the supreme court) that l have
not seen such evidences of fraud in this pro-
ceeding as to justify the court to set aside this
sale.
1t seems to me that here was a case of
mutual interest by bondholders and others at
hazard whose purpose and object was to have
that road sold to satisfy the bonds. All of
them must have desired that the road should
be sold to satisfy their debts.
have already myself decided on plea in
the original suit concerning the re-
mOval of the first trustees and the substitution
of others, that that was rightfully done. Of
course l think so now. The road ought to
have been sold. 1t was the duty of the trustees
to procure its sale as soon possible. They
did with great energy and perseverance pro-
coed in this court, and finally obtained, after
years of litigation, sale of that property for
the purpose of paying these debts. A sale was
had; and it is said that reason why it
should be set aside was that it was sold for an
inadequate sum. It was sold
for a sum above what the court fixed,
as chancery practice calls it, as an "up.set
price,"
Of course the court, in fixing an upset price,
intended to say that it was better that it should
IN ut al and
the court had taken the necessary means to
get all the information on the subject possible,
as the case stood at that time. 1t is wrong to
suppose that the same court will now set aside
the sale which brings million and half of
dollars because of the objection that now, in the
light of a year or two after that, in the i'm
proved circumstances and the prosperous
times, in the value attaching to that road,
growing out of the connections newly made,
we are now to consider the thing as of the
present time, in relation to its value at the
time the sale was made This is one of those
constant everyday events of people who have
let things slip out of their hands, coming back
afterwards to endeavor to secure the value
| which they failed to recognize or secure at the
time.
Nothing hindered these bondholders from
bidding. 1t is said that there was million and
half dollars among them. They could have
bid as we'll as the other bondholders. The
trustees did not feel disposed to fight them;
| they left them to protect themselves.
must say also in regard to the trustees that
I don't see, although by the decree they had
the power, and perhaps conditional instruc.
ton that they should purchase that property
if they thought it was selling for totally mad
quase price-but We can not say that they did
not exercise their best Judgment about that
when they let it go. We do know that there
were large expenses to be paid; that there was
large sum OF money in cash to be paid be.
fore it could be bought by the trustees aud
paid for in the bonds of the corporation. We
know that there were million of dol
lars of debentures and other interests
that had toJ be provided for before the road
could be purchased by the bonds, and we do
not know of any adequate means that the
trustees had to raise the cash and the amount
of these debentures.
must say, in regard to the argument urged
here more than once by Mr.. Gilman, that these
| trustees should have sold the land for that pur.
pose does not strike me as being an argument
of very great weight. They could not have
sold land in time to raise that money in any
ordinary mode in any satisfactory mode, in
any mode that would not have been liable tc
greater objections, as great, to let the road
be bought in by a majority Of the bondholders
l, myself, do not see any fraud committed by
| these trustees.
|
bondholders commenced proceedings long age
under the foreclosure proceedings, to organ izt
! themselves into a body of men by committee
for the purpose of buying the road. In regard
to that it is to be said that they excluded no
bOdy-nOne of the bondholders-from coming il
on the same terms as themselves. They in
| vited every one to come ID with them. These
| petitioners, representing million and a half
who now hold these bonds, stood out aud de-
clired to come into that arrangement, and tool
no steps to protect themselves or the property
What right have they. when these parties spent
money, time and trouble to have this road sold
to claim all the advantages which diligence anc
labor, and money expended land especially the
money for these debentures, in the idea thai
they were trying to get the road into the hands
of receiver and of keeping it up), what RICH
| have they to come in now and say: eve avail
ourselves of your labor, money and time
for the simple reason that you undertook to ge
this road sold for the purpose OF paying your
selves as well as us?"
Because these men co-operated and put them
selves into condition to buy the road, it does
not seem to me that they were therefore acting
in any fraudulent manner. They deprived thes,
petitioners of none of their rights. They were
at liberty to oio the syndicate, as it was called
they were at liberty to bid; they were at liberty
to come in and make themselves parties. They
did nothing of the kind. Were these bond
noiOefs, VINO purchased Inc ROAD, 60 De put into
! the condition of single man, who owned twelve
million out of fifteen million of bonds, car
see no reason why they should not take steps tt
have the road sold, and buy the road as CHEAP
as they could get it, provided they cheated o.
numbered nobody in the matter.
This branch of the subject was not necessary
| to be decided here and the parties may take al
appeal from Judge Nelson's decision. only
make these remarks for the consideration Of
| counsel.
The present petition is overruled.