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

membered tnat it was no light thing for man situ-
ated as Mr.. Matt0eks was to endorse paper to the
extent OF $500 o. as he has done in the past two
by the terms of these contracts all the
properly which he then held or should thereafter
wards acquire to stand for the ectlon OF the
| parties making these advances. This agreement
specified that not only the property whchwas In his
hands to secure him for his endorsements the
May notes, but all other property, including the
stock OF the new corporation should be held by him
irr the protection Of the parties who were making
me advances Tor the purposes OF the business. Now
that was the situation which Mr.. Mattocks COM
meneed the management of this business. The
scheme included the organization of this corpora
ton and the gradual transfer to 1t Of the assets of
| the old company as the new company acquired
means to liberate Mr.. Mattocks from his liabilities
and to purchase the assets which he had obtained
through sales on executions issued against the
property.
place until some time In May, and as 1t appears
here by the testimony offered by tho comp ainantS,
the business itself did rot fairly get under way
until some time in July. Previous 70 that time Mr..
Mattocks had made contracts with the farmers,
after great difficulty to plant corn for the season Of
oo2, and lad concluded arrangements with Mr.
Thurber for funds which especially provide that
so far as Mr.. Thurber concerned, It SHAH DO
understood that the liability incurred is that OF Mr.
Mattocs personally and that If he should see t TO
transfer to the eorpol alton the benent OF those
funds that all the stock of the corporation should
stand in Mr. NIattocks shauds charged with trust
to secure the payment of these advances.
There are two provisions in these contracts and
they are all to be read together relating to the
issue of stock. Ia order to appease somewhat this
feeling of tense dissatisfaction which existed on
out of their pay for corn furnished these factories
it proposed that certain amount OF stock
might be issued dollar for dollar in satisfaction OF
the farmers claims against tho old company; and
after that stock, which announced to the world
should be preferred stock for the protection Of the
farmers had stood at par in open market for three
consecutive months, then, and not till then, was
any stock to be issued even to trustee Tor MI.
John winslow Jones' benefit and he bound himself
by all the terms which an honorable man can use,
in black and white 70 in wise int erfere with the
management of this business, it was well under
business must result in the entire desti uction OF
confidence on the part of the farmers in its manage
ment. After this corporation was finally organized
it came forward to obtain the benefits of the
tracts which Mr.. Mattocks had entered into person.
ally with Mr.. Thurber and TO obtain the use Of
these factories which it was intended the funds Of
Mr.. Thurber should be used to iberate from the
membranes which existed thereon and In order
TO accomplish this result it necessary 10 make
some arrangement by which the English hquidatorf
who had been appointed in England to wind up the
affairs of the insolvent corporation, should quit
claim ic Mr. Mattocks all their interest ia the assets
of the old company subject to the mortgage, and at
Mr. Jones request special agent selected by bin,
William X. Neal of this city, was sent to England
to conducd negotiations and obtain quitclaim Of
all their interes in the corporate properly, incud
ing its book accounts and assets of every descrip
ton in the spring of 1882. Mr.. Neal went over to
England and after about two months labor, finally
perfected an arrangement.
An arrangement was also made with Mr.. Putnam,
who was acting for these bnDdhOders and held
session OF the property OF the old compsnS BY re-
toeks allowed to go into possession Of the fac
tories and opera the same tor the season Of 1882
but this result was only obtained by Mr. Mattocks
assuming further personal liabilities, which he was
under no obligation to incur.
This arrangement was made before the new COM
pany was organized. When it got under way 1t
came forward and ws1ed to obtain from Mr.. Mat
tocks the benefit OF these contracts. Mr.. Mattocks
said rightly to this company, 'If you wish me TO
turn over to you the advantages which have de-
rived through these contracts with Mr.. Thurber,
you must recognize and assume the obligations
which Mr.. Thur6er imposes upon me-" And &C
cordngly, on the 29th Of august 1882, the Wins
low Packing Co. did by vote assume and ratify the
contract which has been introduced In this case OF
April 8, 1882. And after having assumed that, and
after having put upon record the ratification and as
sumption of that contract, they received from Mr..
Thurber the advances which he made to them for
the business of 1882.
AS a re ut OF the business a debt of s45. 900
remained at the end of the year. growing out OF the
advances made to iberate the assets When the
next year came around and Mr.. Thurber saw that
this company was indebted to him TO the extent OF
$4o, 900, hs said to Mr.. Mattocks, 81 not will
ing to advance money for the next year unless can
used to reduce this debt which the company and you
owe me for advances of 1882, and
unless, so far as you and l are concerned,
Mr.. Mattocks, you shall waive for my benefit the .
right to receive from tets company your compensa-
tioD for services until your debt to me shall have
been satisfied from the earnings of this years bus
When Mr.. Mattocks returned from New York, in
the spring of 1SS3,he informed the company that
Mr. Thurber was willing TO advance again the neces
sary funds for carrying the business, but insisted
that if the company wished to use the liberated as
a
its contract and agree that the profits Of the years
business should be used to pay the debt which IL al
ready owed him; and thereupon the Wipslow PACK &
ing Company by a vote passed on the 18th OF Feb
ruary before any of these advances were made for
1883, ratified that contract with Mr. Thurber and
authorized Mr.. Mattocks as the representative OF
the company, to obtain the advances and carry out
the terms Of the agreement.
Under that new arrangement OF 1888, the busi-
ness of the company has been carried on this year,
and had it not been for the intermeddling which
Mr. Jones has attempted to set foot by these pro-
there DrQbQDillCV
= pany, through Mr. Mattocks, would be able to dis
= pose of its product to advantage, and that proat
Now, in the face Of these facts, which we're sub
stantialy known TO all parties here concerned, and
without one scntilla of evidence to justify the i'm
John Winslow Jones has brought this bill and
get control of the affairs of this company, in viola
ton of his agreements and in violation of every
feeling which should actuate man who is under
great obligations to another for services rendered in
the past he has attacked the integrity of honor
able member of this bar and has scattered broad
cast accusations. the denial of which will never
reach many persons who have accepted them as
true. BY perversion of figures and partial state
ments Of sccounts he has attempted TO make it ap
pear that there has been a Misrepresentation of
funds the part of Mr.. Mattocks, wi,houtsthe
slightest basis in fact, to rest such charge upon
and that ground he has asked the court that Mr.
Mattocks be deposed from his trust, and that the
property which is pledged to him and stands charg
ed with trust in favor of Thurber & Co.. of New
York, who have advanced their money in the faith
of the action of the company be taken out OF his
possession and placed in the hands of receiver,
and that an injunction be put upon the officers Of
the company restraining them from any disposition
of the product of this years packing to carry out
I the agreements and contracts which have been en-
J tered into in good faith.
Now submit to the court that without offering
any evidence in own behalf the stands here
without the shadow of proof to support any alega-
tion of the bill which justies either the appoint
ment of a receiver, the issuing of injunction,
or in ia the auditing of the accounts between
Mr.. Mattocks and the parties who interested in
this trust. This bill from beginning 70 end has
ignored the fact that the assets are in Mr.. Mat
tocks hands as security for the advances made by
Mr. Ihurber il has treated this property from begin
ming to end as if was interested n it but the
Winsow Packing Company, and It has charged
breach of trust on the part # Mr.. Matocks in the
expectation that thereby transfer Of the assets
could be effected to this paper company called the
| Winslow Packing Company.
This is an application for receiver and for an
injunction; ana had it not been that in attempting
TO lay basis for that motion before the cour the
cemplainants had thrown wi e open to the would
the accounts and business of this company should
| not have deemed it necessary in making our
response to have gone so fully into an explanation
of the situation of affairs which has led up this
| controversy. We will satisfy your Honor that in
stead of this being an application of stockholders
in the interest," of this company, feariug that tho
| corporate funds are jeopardized by the present
management. that the only man Underneath this
whole proceeding is the man who stands equitably
1 estopped from laying finger on any of the funds
or the books of this company so far as .s manage
| ment is concerned. We will show your Honor
that up to the time when Mr. Mattocks
refused request of Mr.. Jones that he should re-
| company, only few weeks ago, there nothing
heard from Mr. Jones as regards Mr.. Matiocks but
words of prai and appreciation. We will show
your Honor further that the only way that Mr.
Jones obtained another TO 90 on this bill was
under promise that If he became president of this
company he would pay a bill that was owing from
the old company to the party who stands associated
with him In this proceeding; that Mr.. f. ID. Ellis
who hides behind Mr. Jones and does not appear in
this court room, was induced to part with seven
| shares OF stock October B, 1883 enable Mr..
Jones to set on foot these proceedings and through
which he thought Mr.. Mattocks loving his reputa.
ton in this community an honorable man. and
not caring to have his integrity impeached in the
reckless manner ia which he knew Mr.. Jones was
capable of doing, would yield and come down from
his position president of this company and install
Mr. Jones in his place. The only motive and object
of this proceeding is in way to obtain control
by Mr.. Jones of the affairs of this company now
that thereis prospect that its business win be
profitable.
If there is any well settled principles of law It is
that court Of equity will not exercise its discre-
| tionary power tosappont receiver of a solvent
comoany unless it is clearly shown that a fraud is
being practiced by the officers of the company upon
its creditors and stockholders that there is waste
and mismanagement of its assets, and L ask your
honor where, In tho evidence that has been intro
duced This scintilla of proof is to bo found
to sustain such charge to justify the deposition
| of Mr. MattOcks from the Office which he now holds
/ In fbi lna of