New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1881-02-04
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UrsTICE BARRETTs DECISION.


JUSTICE BARRETT'S DECISION.
TAe text of the decision of Justice Barrett
On ,Ne sut ot Rims Hatch against the telegraph COM
panies which handed down yesterday, is suostan'
tiaiy as follows:
The plaintiff flies his bill as a stakeholder OF
As American Union Telegraph Company to restrain the
ooaammaion Of agreement for the sale OF the entire
assets and property of this corporation TO the Western
Uuicn Telegraph Company. This relief is claimed
ppsa several grounds. In the first place
1t y averred that the American Union Tele-
krsph Company created. and its stock subscribed
Tor, with a the establishment and maintenance
S independent telegraph company which should have
6os its principal object healthy competition with other
Telegraph companies hen enjoying practical monopoly
of busnes the lowering OF rates and the consequent
uaerng OF the public interests The palntn charges
that this inherent he says Ill the very
structure OF the company is to be nulned by the pro-
posed action.
One difficulty with this position and the only one which
dwet upon is the entire absence OF any bind
hng compact upon the subject What was In the mind OF
Ahe original promoters Of the enterprise can have but
little bearing upon the practical question presented
hor consideration, namely the legality OF the pro-
posed scheme. The statute laws, 1870 chap ooe)
hinder which this inchoate agreement OF sale mas peeh
made was In existence at the time OF the organization
Of the American Union Telegraph Company That COM
any therefore Incorporated with all the rights and
powers con tered by such enactment that H. unless
something is shown than mere condition of mind
upon part of the promoters, corporaors and sub
scnbers.
Now. whatever may have been the purposes and OBJ
eefs OF the promoters corporators with whatever
understanding intent the original subscribers
10 the stock may have come forward. not
word expressive OF such purpose oD'
ject uudersl standing or intent, in any wise limit
Ing the powers of the corporation. Its directors ana
stockholders under the law was embodied In the cert
cate Of Nor there any contract OF re-
cti0nb he w
Perpetrators shareholders between all or any OF
She latter classes. Further, even the fact that the
upon which this act Is founded were acquired by
tho pla tin original subscriber, and not by subse
nuent purchase Is left to vague inference The alega
tons TO intent and purpose are equally inden-
mite Tie defendants upon the other hand show that
the entire capital stock of the company was originally
Issued and paid for by three subscribers OF whom the
plaintiff not They also show that no restrictive
the corporation, its directors and shaeh0ders IRON
takDg advantage OF the provisions OF the act 10 WDch
We have referred.
THE REAL QUESTION.
The real question: we apprehend is whether the agree
nent in question Is within this statute. II all depends
upon that, for need scarcely say that without some
such drec, legislative authority this transaction would
smply amount to gross breach OF trust, aud would be
utterly evil Tle decision here quotes the statuej
We read the decision continues. and reread this
act with determination 10 acquire complete and abso-
lutte conviction before admitting that 1t conferred the
extraordinary power claimed for It, Bat alter much
scrutiny and reflection. find impossible TO resist ITS
plan, uuamblguU comprehensive, acmbraciaR Ian
guage. The draughtsnan was indeed expert. lie mas
not left oophoe for construction; moth ng upon which
to base Limitation, 10 apply even that somewhat
unsatisfactory and ucuatlng not DANGEROUS method OF
interpreation-a personal impression OF which the Leg
1ssture ought TO- and therefore Ilust, baYe Intended
Tie legislative intent cannot very well be severed
froiu such legislative language, can the power be
denied without ignoring simple words expressive OF
single, pointed, well-understOod ldca-iu fact without
substantially eliminating part or me aci ltseII
We agree with the which MI. Justice Van Brun,
took of this act i'll Benedict against tue Western Union
May, 1879 The following onsriyaons OF tnat learned
and able Judge are pertinent " what aIiaugenlenis
two telegraph companies could MAKE III reference to tue
conduct of Their business winch would not De
projected and come within the scope or meaning
OF the foregoing act am oally at loss 10 hi'ine
They may consolidate; they NAV construct maiidin
and use lines OF Telegraph not mentioned IN their Orgl'
nal eItheae OF incorporation; ihey may jointly CON
struc lease and Use sucn lines; they may lease.
franchises OF any therein, any part thereof
paying aud RECEIVING Ia pawn therefor stock money
OF the It gsature TO CIV to telegraph eomp"ies the
duct OF their business either Jointly separaey winch
natural persons cond possibly enter into, req lrlnG III
three.ittLs or twotbd as tie may be- of the d.
reetors aud stockholders Of the corporation"
THE PLAINTIFFS RELIANCE
The learned counsel for he plaintiff rely mainly upon
the few predatory words with winch tAe act opens They
Insist that The power conferred by enactiuE clause
thus limited to cases where the company, when cha.
engcd court OF equity can establish To the salts &C
tiOn OF he court that the proposed agreentni Of lur
chase sale. If completed and executed. VIII "Prr
feet aud extend the connect Of the TELEGRAPH
pany yenIlee In this State" or promote its union
with tn. telegraph systems other States" We OF
opinion that under we'll settled rules no such effect cal
he given to these predatory words strictly speaking
w"rds Ire ieay q Iait Of tie enactiDs clause Out
veweO The light 0f preamble. when Is the Utmost
that b. clalnedOr H. le Tic see Wuat are Tue govern
IN p.canble of a bill may be referred to when the
rfip-t .fnl.h lpi
7S7 bat not 10 Ieslra IL, meaning wh,n Il Is c ar
aud uni nbiguous IS Buc. Abr $50; Jackson AIT g.
christ Is Johns 50. ZIG CULstanine dgt Wrinkle Hlll
177 Though II ulay ASSIST in constituting ambiguous
ss,pres II Cannot G 9"a"i Eignr Une & M
says here The ientlOD Is clearly expressed IN Lne
Be- OF much narrower mpor" 50 IN MAXWELL ntefpre
taon Of statutes sge 3O) II 10 said tat the preamble
Cannot either restrict OF extend tue enacng part ware
the language Of the latter plain ID not open 10
doubt either an to its meaning or It's scOpr In c.
643 was held that where " the courts nd Ia me pre-
ambe III particular clause an expression nor 20
large aud ia Its import as those used III other
parts the act 1t Their duty to give encc to the
larger IMPRESSIONS"
hcaly granted tho power III the enAetlhs paf . tne o
II I've assumed that 1t considered The x"rcse OF SUCH
ccur ~ this lime and under present crcnmsianccs TO
Law d" as settled fact that he agrcem ut Ia ques
ton tend neither to perfect nor extend The CONNECTIONS
OF the Western Union Ieeg app Company 10 TINS oale.
nor TO promote the telegraph systems of
other SIstesl We have no data and II would We con
ceiye III the very things be qute impossible
to turn sh data sufficient TO JUSTLY distinct hndng that
the exercise Of power Under tue enact
ing part this bul could not possibly promote the euds
contein lated Dy the PREDATORY .aDguage.
We come the MT thOd devised Tor the payment
OF for tie transfer aud tue distribution
Of the stock which forms such consideration FMS
seems be unobjectionable; mere matter. not Of suo
stance, but OF detail Ii inmateral, as tue legal
rights the plaintiff cOucornej whether lie receives
his due proportion of such Consj directly Um
the corporation vendor from tue depository
which has been deemed convenient To esgnaie IS
sufficient for tue Court looking 10 the plantf- prIct
that provision has been made Tor
the pay the consideration aud It's regular and
order distribution AOug the vendors stockholders
Uhe rest Is matter OF sentiment, 10 winch tie
plaintiff all other stockholders at perfect liberty
TO express their pleasure at tue meeting called 10 rally
the Upon this branch OF the they are