The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1883-11-10

willfully made against him; charges which affec ct
his integrity man, and as an officer of the Wins
This Is a bili in equity brought nominslly in the
name of John WiRslow Jones and Frederick d.
Ellis but in fact, through the instrumentality Of
Mr. Jones alone, who is the only party who appears
at this hearing. 1t charges Mr. Mattocks with a
msappropriation of the funds of the Winslow Pack
ing Company and with acts of negligence ana OF
waste in the use of its assets and Of such indety
in his trust as has led them to ask for his removal
botn as trustee of certain property which ne noius
as security for large amount OF advances made Oy
him. and also for his removal as the president OF a
corporation to which office he has been elected Dy
its stockholders, and in which position as we shall
show the court, it is desired by large majority OF
all who interested in the affairs of this corpora
ton, that he shall remain.
These allegations, far as Mr.. Jones is
concerned made of his personal knowledge
and his counsel in the opening of this case
made certain statements to what
tion of affairs so far as concerned Mr. Mattocks'
relations to this property BE stated that Mr.. Mat
tocks was trustee for the Winslow Packing Com
panY of large amount Of assets which he had, on
request refused to turn over to the company. We
have heard the evidence, but have rot yet heard
any evidence of refusal on the part OF Mr.. Mat
tock5 to turn over any property TO the WlnsloW
Packing Company. but it has appeared during this
hearing that the property which they say Mr.. Mat
tocks was bound to turn over to the Wins ow
hands, charged with certain trusts for the protee
tion of himself and Messrs. III. X. " L. b. Thurber
& Co., who had made large advances upon it.
This bill is brought by Two Of the stockholders of
this company, not offering to pay any sums OF
money that might be due Mr. Mattocks, but
charging that it was his duty to turn the prop
erty and that it was breach of trust on his part
that he had failed to do so.
Now, If your Honor pleases, in order that you
may understand the situation of the debt resting ON
this property, it will be necessary for me to in
dictate somewhat briefly what Mr.. Mattocks' real
rel liens to this property were and In order to do
So it will be necessary refer to the situation of
affairs before he first assumed charge of the
management of the company.
In the year 1880 MIR. John Winslow Jones, then
in financial difficulty growing out of his inability at
that time to NEE his engagements to the farmers Of
Maine, bethought hims elf of plan of organizing
in England corporation under what was knowd as
s'The Limited Companies Acts" and for that pur-
pose had an appraisal made of the property which
he had used in his canning business Whether it
was fair and complete appraisal or not it does not
matter at this time and with the eertihcute as to
the valuation of this property which then stood in
his own name he went to England and organized
what is known as the j. WinsOw Jones ~ Co., Lin
ited Corporation transferring to that company all
his previous assets, and placing upon the properly
a mortgage to the amount of 100000 (or &2O,O
sterling), to secure certain bonds or debentures
which have been referred to from time to time in
these proceedings. This mortgage was given, it
stated for the purpose of rasieg money to increase
the capital of this company, so that it might with
greater do its business in this country. He
turned to this country with $4,000, obtained by
means of this mortgage; $4,000 of these bonds
having been given as a bonus to what were known
the promoters of the company, $780, 900 being re-
tained in his own possession, and $4,000 being
stock in that company to the nominal amount Of
$l30,000 the balance of the stock being
disposed # in the same manner, as part
to the promoters of the company He
commenced business as managing director OF that
company in the year 1850, but the money money
of being applied to the purposes of the business of
the company, used by him in the satisfaction of
his own personal debts so that when j. Minsloh
Jones & Co., limited, commenced business instead
of commencing with Increased capital, it had only
the old capital eucumbered with a mortgage of one
hundred thousand dollars With this condition OF
affairs it went on and id business in the year 1881
and towards the after end of that year. or the com
mencement of the next year, certain new factories
were built eight in number, ont of the funds ar1s
ing from the business of the company but the title
to the lands on which they were built, instead
trust deed required, were taken in the name of
John Winslow Jones, individually The company
carried business during the years $50 and 1851,
but finally met with reveTses, stopped payment Jan.
A, 1882. never again to resume. at the time
the company stopped payment it was owing the far
mers of this State about S80OUO besides unsecured
ceeding Sl3O, 900. The result of that failure was
that the creditors of the company commenced,
attachments upon their various claims
s propsrsy Situated situated T in The eifferent lac. iac
tories took possession of 1t and held 1t by keeper
and the trustees of the English debenture holders
commenced proceedings here in equity. through
Hon. w, L. Putnam, which resulted in a receiver OF
all this property being appointed by the Supreme
Court IN this country; and the court, on the appl1
cation of these debenture holders, granted order
of sale covering all the property subject 10 that
mortgage. Iu that mortgage was provision that
the after acquired property Of the company, used
the trusts, and enure to the benefit of the deb
enturs holders, the same as the property then in
existence; conflicting claims Immediately grew up
between the creditors who attached these new fac
tories, standing lands, the title to which was in
Mr.. Jones, Individually, upon the record and the
trus tees who claimed thai Mr.. Jones held that,
property trust for the deDenture holders under,
This deed. Col g. B. Merrill, member of tins bar
appointed receiver, and Immediately attempted
to effect the sale of this property After advertise
ing it in the papers in Portland, in New York, in
Boston. and elsewhere, and he opened negotiations
with other parties who were connected with the
canned goods business, but failed in obtaining any
offer for the property unoer the mortgage deed sur
fcient to pay the amount due on the debentures
alone.
The order of the court authorized the sale of the
property, if the amount due ON the debentures
could De obtained for it; but, we shall show to
the court when offered at public sale, with all the
world as bidders, it would not bring at thai time
one hundred thousand dollars, the amount due on
the debentures Further than that, by the authori-
ty OF the court he was authorized to lease all these
factories, or any portions of the same also the la
bells aud the of the trade-marks which were all
embraced in this mortgage TO secure these debentures
but after energetic efforts to find persons willing TO
take lease of any all these factories in 1882 30
that they could be during that year. he failed in
that respect as he had failed in obtaining pur
chaser for the property. At that time AR Mat
tocks, who for many years had been counsel for
Mr.. Jones, and was probably better acquainted with
the situation of Mr. Jones' affairs and the details of
his business than any other person, and who that
time stood in the position of secured creditor OF
Mr.. Jones and of j. Minslow Jones 3 Co., Limited
for endorsements of their paper to a large amount
for which he then held as security the debentures
owned by MIR. JONES' and all his stock in the otd
company rendered valueless by its insolvency, was
appned TO by Mr. Jones after the receiver had failed
to dispose of the property, 30 devise plan by
which this large property could be operated and
relieved of the embarrassments in which It then
a w al tn aQ | saw n via lama
plan to extrieate it from It's difficulties, and reor
ganze it, if possible that the business could be
carried on, and, as we shall show your Honor, If
those factories, with the personal property con-
nected with the same, had lain idle during the year
1882, The deterioration in value would have been
such that the end of the season little or no secu-
ity would have been left for the debenture holders
or anybody else. Mr.. Mattocks at that time
lawyer in large practice at this Bar-a practice
which it was unwise for him TO lay aside
to enter into commercial operations. The
proposition that was made to him was
that he should take charge of this business,
and manage it, and that MIR. Jenes should step one
side. The reason for this arrangement lay in the
fact that MIR. Jones prior failures had resulted so
dlsasrously to the farmers of this State sep
arate occasions that IL had created feeling of in
tense hostility toward him, and rendered it impos-
sibe to obtain the necessary average of corn 10
tinue the business If he was to be connected with
It's management, and so the proposition was made
to Mr. MaLtocks that Mr.. Jones should step outside
of this business; that he should publicly announce
to the world that j. Winslow Jones had part or
its management; that Mr.. Mattocks and Col. Msr-
rill should go around and hold public meetings at
the different factories, and announce tnese facts
the farmers and ii their cooperation could not
be secured under the new management In carry
ing out this plan a name was sought for the new
corporation which would retain something of the
old trade mark and attract attention in the Market
and the title "Winslow Packing Company was
finally decided upon Mr.. Mattocks very reluctant
ly consented at the urgent request of Mr. Jones,
lay aside his law practice and give his time his eff
fUrtS and his energies to the development of this
new business. But in the situation of affairs the
very first thing to obtain the necessary capital
Mr.. John Winslow Jones had no credit left; the
banks of this State would not take his paper under
any consideration and the fact that he was known
to be connected with the business would be suth-
cient to ensure its failure. Recourse then had
to Mr.. Mattocks whose favorable reputation in this
community, and among capitalists interested in the
canning business rendered it possible TO obtain the
necessary funds and the papers that have been in
troduced in this show, by his own influence and
relations with the firm of III. X. q f. b. Thurber q
Co., who had known Mr.. Mattocks in the past by
reason of his having been counsel for them ia inn
portant business matters, he obtained on his per-
sonal responsibility alone, and not Though the
ment from them for advances that were based upon
the condition that Mr.. Mattocks himself should
take the business, and should hold all its property
of every kind in his own name trustee for their
security and the further condition that he should
become endorser individually upon all the paper
given for these advances. Under these conditions
Tuurber s. Co. finally agreed 10 advance to Mr.
Mattocks sufficient funds TO conduct the corn business
for the year 1882. Now, as part of that same ar
rangement, certain other contracts were mad
which have been introduced in this case one o
ham toA A rit xutt1