New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1884-04-16

Company, the borrowing OF , nloney Would be ustd-
ahe oniv T it could be MADE o,,d tbe
that BY md no aS SsqsT was T tSePby successfully
sveT1Sd But 10 fact the sum OF SoOOVVO nm sx
put OF the evil dy but n ssv. than the procuring OF
ne ind snent in the Peoples suit and aso ~ oT sea
IN the superior Court ne pns and the manner ia
Which dividends were declared, were an sVen ~
20 use ene the lessor companies into ratying the
e1ger agreement. but these facts are nv " ''
sufficient to establish an original frsnouleh' in'0""
POWER or THE METROPOLITAN DIRECTORS
,ayan Rrpnt considering the question whether the
Mstropoitan directors had the power TO modify inc os
lleases and ipare agreement May 20, ls79WlthouI
the ocuasnt of the stockholders says that he is niue oeu
in his decision by any Of the authorities IN the ot@e OF
Federal courts Justice Blatchford sustained 'ne &c
,obs~ agreements on the ground that they were
only compromise and adjustment OF claims WHEN od
two lessor cOmOanles held against the ii,st
that boards Of directors can exercise the pO"eI W
ment But Judge Van Brunt holds that lle 'e4ev are
are NOT susceptible OF any such limitation dseS GI
rather agreements radically lO1ilS nte5 IN ease
iber rad under the terms OF the agreement OF May ~
1879 and no other ana me o rey3 it is urged
That the stockholders had, 1y appie1alus "a
lease FOR 800 years. set5leu '1io ~ Inc There
was nothing practically left for tine directors 70 40 *
t 10 ATTEND 10 The collection and distribution OF the
- UoUJ II he i'm excess OF their powers 10 accept
t ~ easing entered into that agreement The fadty
M ny vi e ~ Coirf slys arises from overlooking
the fact that II the shareholders had inc I-H W
mine the terms and conditions upon which thei po
Sas IN ne parted WITH such terms and conulioS 10
the consideration Of their assent dl =, In, haze
away without destroying thelr a. . r,aEe tempo-
been within the power OF .the directors 10 mar te,
rary ABRAMS cments for relief from III Z ~ f6e
could not make radical changes IN 'Ir -. e baen con
lease A. 10 which the stockholders hdd ue1t!
suited The result of the october asIe.ue1V ~ ne
was a permanent AMI radical cldu-e III Wy 49, hon
lease m the directors could not maze new ~,
selves. clearly they could MOI IauvaS lIy o,f OF the
lease I'm effect make new lease nv L., ,S me
cd lease substantial covenants ulon tne phi u b'6
holders 20 assent 10 leasing 81 ther piolJ
HAVING exclusive authority 10 act within lheh speio
but they are also go respects merely 1Ie
orincinas-havug fixed the terms and conditions 3Ion
which they parted nth their property Wn'l mn
clnalsl In clse of failure 10 comply WIN lH' til9
upon which the property had been lftlcu WIZ -
Is IN not the prfucpat n the agent should eNttes lh,
POWER of election. % w0nd Dee Nl0cF ulsyt., ,.''7
from merely accepting smaller Tor larger N'"e ""0'
rHE POWERS OF Az AGENI.
r,ase Van Brupt then takes up tie claim that the
director, OF the New-York and The Metropolitan com
panies mad the right make the agreement. oil l9''
without the assent ~ the shareholders Tie hod7 JN't
IN all cases In which the question ha, been discussed
The dircctorg % corporation have "ceh h''l "a W J
arc such ~ conferred uy tho charter oil lh'
alton, and III other powers remain pr , -, l,,.,',e,t
be- exercised or AZ edr ser h Ay'lDl 49, ,;.l ti,.
t,,r-s te -nar, holders. oharcho der~ chuo tpei gre
sffr 80 p 4 N
corporation But that che directors com en'I "a, lo
ar, a., @ 1irs is eyprr--y held by che Cuiiod Satc-
Suprcwe Court u thc ease ot the l.lli"it 'gHpINlN
inr..s ol capital stock without tHc consent oI lAt
snar,ho'ders WAS ho.d 10 Do void alilon-h iL'
tir.,,t. fntf aiI tuc corporate lDWtr 1 I4' ' '''
should be- vested m the board Tie director, H',t '.
control of the business OF the c'h..l'' - w ,,o
,u,r f effect or4uic aud fundamental changes ITO ,u'
sor,rtou without ir4 consent Could J'N more iiuat-
mental change Dee masle than thi corr ,ii'l Il"
.frlH4 rrf l.II ID FL a
y. @ , IN t,,, and ebar - b. ir- to off
5e,, rsrf flr tbe u.e of -ucu road Judge Van Brni
,f.t-7e- tho LEGISLATION this stat" ani others 'I-
frrnc h power % make leases upon directors a~ being
Ii intended 10 enable directors to power
that tle corporation could Dot tN.ii cN,'l. ti.
arcnts. and no.d- tnat acts making oi-+-i' o.. iu4n
mental changes IN tAc character of hisu',e OBJ to'
aiI0n cannot 'e performed 'ltAeI pl IA' ui.t' 10y !.
or the shareholders alone bdi tAai jhe ''h q" 5000" n
necessary.
ruE OCTOBER AGREEMENTS voIDABLF.
Jure Van Brnut then takes mp thc questions Were me
arresneuia voiabo ai rho onIon ~ the W, "i'i'"H
C,rpang because three of i- director, we're also dioo
OILS of tlc Manhattan Company or h''Il-. n. '.I'''"h
Director. hold stock ia She Manhattan Company H
,,r.t u. borne n mind ho says That F." The a OF lig
October agreement. The Interest. ", I.' W f ''
ths NlotropoIfau 1onpaulr- were ani.S''-'i. 30 ."
not be denied that NhrIe agent o trustee ha lti
poual interest opposed to tlat OFT il' .''' pr. " -
cgsn f fh,ra ae ao actual ld lr damage ln' cirl
have mad. un distinction ln Ihl- rI' '-I'' '.I n
.rt kins. az -1utrs.ct- TIE uni"u'.cd iue p '" in
fi -i.te b. that every contract entered i1n .N
with hi- corporation may 'f 1''".' H 'i' roy '
within reasonable time. irie-ptc Fr "' ,A' 3.
conIr.t it-eIr Il can sec n' dIlr'.H'e .i Igli'.'
say. Judge Van rriut nc' N,'n i,, , ,' p, .,,.
coufrartiuR with hi- corporation tlu 'i' ' Ni' @ .
, .rIrti8n contracting vith thrm-c. e- 1- directors
temptations 90 breach of trust ar' 'Ar -'.'. ri. ven,
tulr peuieut action exists. 4',. ..,,.t
De- considered 300 determining ihc ifh. p. ga ' p,
q contract The pr.-"u'r gi 'h. .l .,,t. "a
=. fhe .sIsteuoc 10 a dozen. There ISL u' proof
ma Tee -har,hoidcrs pf te metropolitan '"u int ua
H. rnaic between the metropolitan aud ihe Manhattan
Companies uy which virtually new t'-' 50 p" '
On iny Z" 'Ve ,, M ,-r,. and ,,.Id t...s by sAcu
4 nayc tler. .or- been lrl to fhc conc u-I7u
M nj ,o pow rtp mod. g.. tue lease of N,s
Agreement. Nbout the assent OF tho .t"'Ah"d,I~ ad
isf ay. n they h,i such poser thc presence of orcc
-, i te u tr,toilfin 6oIn who were also directors
Sf tnr ti.u company a tBe tine Of tne 'h"pu"h "i
thc October agreements, gave c.t.'r conns ~, .-.'
able uu,. although the C.hiiit.- iD"t At'' .''"
p.rr.atI, valid 80 law. The Metropolitan company ',i
FANNY ia r,pu1te these agreements WITHIN reason
su.e t4.-. alnz con.inc4c.d ti, a'.,.n WIN. m
rIuDfrtt, ID ee-f new board OBJ. dr"r In. $40" 'oul
ts6. a.uou in tl' matter The pt.n,.u lh. ' o. N
entitled to judgement chrtlh- +l' .'' l,' 3" q
action lro.u the October 'e 'uenis upon mdNIlk so
Tr.ttutlsn s Suggested "a former portion ~ ''
opinion
t.ttst-l vw,fI -IuLEr-soNI COMMENTS.
Tho announcement of the decision caused attic excite
,neut u Wall street. Whore 30 has been runored or 2
week OF moro that BE- would Dee favorable o. Tie l'tio
taHfan Company. There Yas unu-U ai activity 10 the
elevated railroad sto,k, yesterday. boa tlr total uu-in.
IN all. of chem ras net large. The price OF metropolitan
further advanced 90 I05 closing At lOi a while That OF
Manhattan odd stock further declined t0 i-I2 There
wrr, DID transaction. in Manhattan common which va"
guoted % 81 % 35. but first preferred Ne"-lor@
FIevaisn rose . per cent 20 %. The changes in tA'
stocks were % continuation 10 general OF the recent
movement, which at no time however has been al