New-York tribune., 1884-03-08
CONTROL OF ROCK ISLAND.
THE APPLICATION FOR A MANDAMUs.
MR. sTETsoN AND Mr.. CHoATE HEARD -AFFI-
DAvITs BY MR.. Tows AND Mr.. BOWS.


DAvITs BY Mr.. Tows AND Mr.. bows.
The motion in behalf of Harvey Kennedy
sOckhoder In the Chicago, Rock Island and Pacho
Railway Company. TO compel Francis H. TOws' the
transfer agent OF the company in this city to allow him
to have the transfer books OF the company
mp for argument yesterday before Justice Law
renee in the supreme Court. Chmbaers. Mr Kennedy
was represented by F. L. steson and Joseph H. Cnoate
appeared for the railroad company. Mr Stetson re-
viewed tho efforts OF his client 10 obtain LIST or the
stockholders Of the corporation from Mr.. Tows He said
that Mr. Kennedy. after falling IN his endeavor by
writing called on Mr. ToTs Friday. February g. he
told that he could have the books the same
a. any one Mr. Kennedy called the next day at 80 p
but was told that the clerks always used the books
between ond p and they could not be inerfered
with, but that Mr.. Kennedy could the books on Mon
day. On that day he informed by Mr.. Tows that a.
the matter In the he had been advised not to
show the books. Mr. StetsOn therefore asked that u
writ Of mandamus be issued compel Mr.. TOSs to pro-
duce the books and that II the writ not at once
granted order be issued requiring Mr. TOws TO submit
to an examination before referee relative to his ability
comply with demand made upon him. Mr. stetson
said that the laws Of Illinois mace the positive duty Of
the company to maintain in that state complete list of
all It's stockholders, under penalty Of $4,000
On the part OF the company the aIIdays OF Mr. Tows
and Of David Dows read Mr.. Tows said that the
principal office Of the company In Chicago, while
only certain financial transactions In the transfer OF
stock carried on in this ely. On February Mr.
Kennedy asked for the sOckhoders book and not for
the transfer book. There such book; but there
was stock ledger which Mr. Kennedy had right to
examine, lie not entitled to information obtained
In that way regarding the transactions OF other stock
hol icrs Mr. Kennedy did not ask permission to sec
list OF the stockholders, but he desired TO be furnished
with list for purpose Of sending circulars to the
members. Mr.. lows not required BY his duties TO
furnish anything OF the kind. He declared that during
the time Mr. Kennedy had been connected with the com
pany 1t had been prosperous and had paid per cent
dividends. Mr. TOws further declared that the applca
ton for list Of stockholders had been made in tho in
terest OF the Chicago aud Northwestern Railroad Com
pany and not In interest Of the Rock Island road 1t
was, moreover the purpose OF enabling Nr Kennedy
to solicit votes for the coming election III June III order
that company might be placed IN the control OF the
Northwestern Mr.. Kennedy had specifically spoken or
william H. Vanderbilt as one Of the persons Interested
Although Mr. Vanderbilt not a member of the
Northwestern roads Board Of Directors, he prac-
tcay control of it, while holding an interest in the
Rock Island road Two OF the Northwestern directors
the Rock Island board, and Mt NanderDit
wished 70 place two OF thcm there at the next
election IN order make the Rock Island road sub
seryient fo the interests OF its rival Mr Tows said that
January he Chicago list OF Rock Island stock
holders and ne had none here To prepare new Ilsv
would be diricult.
Mr. stct-on moved 70 suppress impertinent and
scaud3ou- that part Of the deposition relating N MT
vanderbilt Justice Lawrencc.aaid that he not IN
mat time on the motion.
David Dow-. u his deposition. declared that he was
one OF the largest individual stockholders OF the Rock
Island road that Mr. Kennedy had no reason for di,
satisfaction with the management of the road ma pm me-
opinion SIR keuuedy's action was not IN hi- own inter
est. but in tnat OF william II. Vanderbilt In l@@4 Mr.
Vanderbilt had come to Mr. Dow- with the request that
be might examine the records ot tho Executive Com
mittec OF the Rock Island road covering period oil SIX
months. Mr.. Dow- thought that the purpose was ID
evidence ~ any action hostile To the Northwest
After the reading Of the deposition Of Mr. Dow-. Mr..
Stcson renewed motion relative 10 the c0nntctoh o
ce.,ed vim b aIrnott lie declared that the acr Of
1-25 gave tho right OF inspection of the books or
domestic corporation 10 member M III the @ht was
limited period Of thirty days preceding the annual
election of Ohcers The act Of lHt2 established thc
-ht OF inspection in the case OF foreign corporation
There were decisions upholdng TINS right At any llne
Justice Sutherland In the supreme Court, ChanDcr' III
1867 had decided IN favor Of this right III the case
against the Pacific Mail Steamship Company
Mr ChOate said that mandamus OF the nature
sought could issue against the company ITSELF MT
declared that stood between Mr.. Kennedy
and Mr.. Tows private citizen acting as transfer
demand for transfer books but 10 had been for tie
stock book. whioh wholly different thing The
was n OF bound To do The Northwestern road. In which
Mr. Vanderbilt had goo 100000 invested. had FOR years
been irving 70 get advantage bitter rival.
There record Of Just 5utherands decision, and
Justice Lawrence was left entirely to hs own discretion
regarding the issuance Of mandamuA. In order To
warrant The order good faith tho part OF the lclaOr
must be shown. There was nothing going on in the
management Of the company which called Tor an
examination Of the books. The Rock Island Company
s "a foreign corporation could in this instance
under the operation of the act OF si2 which imposed
H~peclhc penalty OF p-'V lOr Iuute 10 PIOuuGe ~
books. As that act created new rght-the right OF
Inspection OF books Of foreign corporation by
member thereOfand fixed definite penalty, no other
relief than that specifically proscrbod 0Oud Oo obtained
There such thing known TO the law a.
mandamus IN case between private persons as III this
litigation between Mr.. Kennedy aud Mr. lows.
Justice Lawrence reserved MS decision. should the
mandamuA be denied. argument the motion Tor
examination Of Mr. Tows will be made on Friday next