New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1883-03-28
THE COURTS.
THE LEASE OF THE MUTUAL UNION.


AGAINST THE WESTERN UNION COMPANY.
Judge Freedman Yesterday, in the Superior
Court Chambers. rendered decision on the motion 10
continue the temporary injunction recently granteu Id
favor OF Josiah c. Reih shareholder OF the western
Union Telegraph Company, restraining 1t ana the Mu
ta Union Telegraph Company from taking any steps TO
make an agreement by which the former company was
TO obtain by lease the lines OF the latter company and
from carrying any such agreement into effect Judge
Freedman holds that temporary Injunction should be
continued until the determination OF the suit or until
the requisite number OF shareholders OF the Western
Union Company shall have given their consent to the
lease at o general meeting called for that purpose.
In the opinion handed down by Judge Freedman, he
saws that on hearing Of the motion the defendants
bovea by sdavis that before the temporary injunc-
ton order served the agreement had been entered
into the lease executed and delivered ana the western
Union Company put In possession OF most IL not all Oh
the lines OF the Mutual Union Company ABOUT Bill tna'
remained 10 be done was the payment by the western
Union Company of the consideration for the lease FOR
the purposes Of the motion, this is assumed to be rue'
Has then the plaintiff shown any grounds for the inter
poston Of court of equity in his behalf III han DeeH
ARMED that the lease tended to the creation OF mo
nopoy and was therefore against pubic pOhcy Ihere
would be some force In the argument II inc question
was 10 be decided upon the general principles OF PM
losonov or OF the law. In this state tine Legs
laure had defined In clear terms what public pohcy III
rospeot To telegraph companies shall be. Power was
ven TO any company by the act Of 1870 to acquire ny
lease the property and lines OF any other company
Jud9es Barrett and Van Brunt had ALREADY gwen d
iudca' construction TO this act, according TO WHICH IL
seemed that there hardly any kind OF an agreement
I'm regard TO the conduct of their business which tbe
telegraph companies could not make There was no
ground for departing from the construction given "
the act by those judges.
Did then the lease made call for the Intervention
OF the Court Judge Freedman refers al leh8tn 10
the terms of lease. In regard to the argument lnaC
the consolidation Of telegraph companies Is promDeu
by the law OF Pennsylvania he says that II Is great
ouestou whether such laws could be enforced against
connones Organized under the laws o. this State. 1t
would not however be necessary to decide that 9ues
ton as the contracting parties had entered INTO inc
agreement with the laws OF Pcnnsy IN plain vie"
aud with reference TO them Was then there any thhg
I'm the manner in which and the circumstances uhoer
which theease was entered into which gave the plain
ua a standing in court The plaintiff had complained
Of the unlawful consolidation Of the Western Union
with the Atlantic and Pacific and the American Union
companies As q matter Of fact, the courts had never
decided that the consolidation itself was Illegal But
this consolidation had nothing 10 do ith the lease IN
ouestiou SO In regard 10 the alleged egailty or inc
stock and bonds of the Mutual Union Company. Hthe
charge were true II would be immateria Neither me
Western MON Company It's shareholders could dis
pue the validity of the stock nnd bonus OF u COMPANY
after II had bought that COMPANY pIOlelg. ~ a.
the ul1utf had failed 20 show want OF lover IN ine
contracting parties 10 make the lease. me 0ojSSoU
raised involved only matters oil DISCRETION anu no @
could dictate the business UOlcy to be- pursued "
corporation nor prevent compctcnt p aIH m M
ing bnd bargain Ihefe VIZ 10 ., a. ,i ie,se
that there been any element OF fraud ~ tue les
Have then finally the forms Of law been conpneea
with The statute required tlat tle Nl'e Sl,ou. , -
ratified by -1fthH vote Of the Board OF ScloS'
ana the consent OF threehfths Of the shareholders IN
Interest Given hy vote I'm writing ut general meet
ing of the shareholders called for the purpose was
admitted that the requisite vote OF the Board OF Dec
tors OF the Western Union Conn any had oee9 bi
and that thrccnfts Of the shareholders Ia interest a
general meeting The defendants commended that tne
Intention the Legislature was To make consent IN
writing eauivnent vote at general meeting But
according to the settled rules Of construction OF satleS
the intention of the Lawmakers must De hrsi
from the words used by them Judge freedman tneIi
examines critically the language OF the statute ara ar
rives nj the conclusion that tho IeSlsine a., d h
taken Intended that the consent or Tue snare
, W. the NOR, TO he adopted because It led 10
po sh-url conclusion IL might he supported by
substantial It was general rune o corpora
ton law all business requiring the assent OF SNARE
holders should be done at general neetnS ~ SGp
be assumed that the eatnre intended 20 apolis
sich Intention The importance ~ the statutory re
ouiremrnt I'm the present became more parent
when the following circumstances were cohSur'd lHe
defendants said that chihs OF the Shafehouet III
interest given their assent To the lease Dut they %
nshcd no ,t AMI no disclosure OF haiheS i 70 ne
execution lease transfers or numbers o! shares oi
~ became irnportnnt to ascertain whether the alleged
shareholders signed the consent were az the time
The most suitable occasion TO determine who are the
shareholders OF company l. at meeting called i3r ,
h oppion with the declaration that In his opinion IL g
true Interpretation of the statute coresonded win us
grammatical construction. and that lhe hure OF tue
Western Union Company 70 Obtain the consent OF te
requisite number OF is shareholders NJ general meet
inc called for that purpose constituted defect but the
ONLY defect the proceedings Tor the requirement OF
tbe Ilnes NJ the Mutual Union Company. The plaintiff
was entitled have the injunction continued
during the penency ~ the action but leave should be
given 10 The Western Union Company To convoke gen.
sr meeting Of its shareholders for the purpose OF pro-
curing the OF tho lease according To the
ments OF the statute any tire upon tdue PROOF thht
the consent Of shareholders required nv law nus
been obtained the defendants might move To have tho
Injunction dissolved.