New-York tribune., 1881-10-28
RAILWAY NEWS.
ELEVATED ROAD MATTERS.
LITIGATION NOT FNDED SUITS BEGUN AND
THREATENED,

LITIGATION NOT FNDED - SUITS BEGUN AND
THREATENED.
The sudden closing, without notice, OF the
transfer books OF the elevated railroad companies on
Wednesday is likely to lead TO another legal conflict
Joseph W. Rurnham. OF the Stock Exchange
firm OF HOtchkiss, Burnham Co., yesterday
sent written protest through his counsel to the officers
OF the metropolitan Company In this letter he de-
manded the right TO make certain transfers OF Stock
which had been refused him on Wednesday
ut the company's Office. No further pro-
ceedings have been taken by him, but it is under
stood that If the officers refuse to grant his demand he
Will begin suit to test the legality OF the recent agree
ment between committees Of the three companies. Mr.
Burnham had received reply his letter last evening
The first steps in action taken late yesterday
afternoon Several persons have Joined in Dill IN
equity against the three elevated companies Tor the
purpose Of setting aside the agreement made last satur
day The grounds OF the complaint said to be
coluson and fraud In the arrangement between
the directors and the failure TO ratification OF
me modification of the leases from the stOckl0detS.
Joseph W. Burnham and Jacob Berry were said TO De
among the cOmplanants.
The elevated railway companies have procured the
ton whether the agreement made by the directors Of the
three companies required the ratification Of the stock
necessary. David Dudley Field and Edward X.
Bacon. OF counsel tor the New-fork company
based their opinion the circumstance that the Gen
eral Railroad Act provided Tor tue appOlhe-
ment OF board Of directors 10 I" man, man
nothing IN the special acts passed subsequent TO the
passage OF the General Railroad Act Orthe charter Of the
Metropolitan Company takes away this power. 70 this,
Alexander and Green give their concurrence Judge
COmsiOck, also OF counsel for the NewYork Company,
writes much longer opinion. He assumes mat
the leases are valid for the practical purpose OF modify
ng their from the facts that Of the parties
have disdiirncd them invalid, and the Attonev-Gen-
era In the suit Of the people against the lessee company
has not raised the question. The validity as
srmed, he argues that shareholders can take
part In the government OratiOns except In the
choice election Of the managing body and he Cites as
analogy the limited rights OF voter In public or pol
ica corporations He quotes TIE language OF the COnrt
OF Appeals prepared by L.msef some twenty
In the case Of HOyt against IhompSoHS
executors, In which this view of the powers of board
OF directors taken. Wager Swayne cOncurs III this
opinion.
Lawrence and Wachner tell the story Of the original
rpartitc agreement and leases again. and also the
modification laying stress uvOn the point
that " The public safety and convenience
mperatvcy required that the railways o the Metro
pOiitan and NewIork companies should be operated I'm
der single management. They assert that the law Il
well settled that the board Of directors "a the
agent Of tine corporation and not OF the
stockholders, aud that in the absence or
limitations restrictions in the charters or c1nstang
instruments possesses the powers OF the corpora
on, except the power TO make organic or fundamental
changes No statutory other limitation upon the
general powers OF the directors Of ctuer OF the three
companies found. The agreement was simply
rcadiuscnt Of the busines relations between the cor
pJraons which the directors had absO Lutte control
and discretion.