Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1886-08-17
WASHINGrON- Aup LIZ

Rogers against Attorney General Garland.
Senator Harris and others for settlement OF
the affairs of the Pan Electric Telephone Co.
Mr.. Garland, IN his answer, denies in detail
every material statement in the bill and calls
attention to the ''scandalous and impertinen nj
matter in the bill,' and says he must decline
to answer such portions unless the court
directs him TO do so. In concluding his
answer the attorney general says that being
invited by one or more OF his co-defendants
to become interested IN aiding TO develop
certain inventions of the CON plainant, he did
on or about February 18th of 1888, attend a
meeting of parties interested at the residence
of the complainant in this city, and
except this he attended only two
other meetings and that il i. exceedingly
probable that there are many details of thi.
business whereof he is wholly uniformed,
and as to all such matters he would RELY with
more confiden nee upon the books and records
OF the company than on his own knowledge ;
that as far as he is aware all the agreements
OF the parties, as between themselves relative
! to this business, were reduced to writing and
are fully and completely set out in the con-
tract dated March l3. 1888, which on his be-
half was executed by his attorney, in fact,
1shsm G. Harris"
| The attorney general further AYERS s'that
he has paid the sum of money therein agreed
| by him to be paid and in addition thereto.
some further sums or assessments made, and
all that were made by parties to the contract
named, and in pursuance thereof and for
purpose. therein Get out, and he entered into
no other agreements of any kind in the prem
ses with the complainant or anyone else and
he further says that he was impressed by the
apparent usefulness of the inventions and
had great confidence in the validity of the
patents and believed that their validity would
be judicially sustained in any litigation insti-
| tuted for the purpose, and that IN that event
they would become very valuable it honestly
| managed on business principles; that until
their legal validity was thus judicially estab-
lished it was by himself and his company de-
PENDANTS deemed unwise and improper to issue
the stock of the company which had been
duly and legally chartered and to which the
&C mpany said patents had been legally as
signed in pursuance of the agreement; that
the written contract herein, before referred
to, the original whereof will be duly exhibit
ed on the trial of this case, was intended and
does carefully guard against such premature
and improvident issue of scrip for stock by
providing that all of the stock should be held
Jointly. He submits that said contract does
not constitute a partnership, but it is an
the obtaining of the charter for specific
purpose and for the management of certain
interests thereof, when chartered and organ
lied hereunder, and he submits to the court,
here, proper legal construction of said con-
tract; that under and in pursuance of SAID
contract the Pan Electric Telephone Co
issued certificates showing that different par
ties in the interest were entitled to a certain
number shares of capital stock of the Pan
Electric Co., of the par value of 500 each,
as soon as the valdidity of the patents is de-
termined in any litigation instituted for that
purpose. But this certificate is not trans
ferrable except with the consent of the presi-
dent and secretary of the company endorsed
hereon.
Further, says the complainant, instead of
devoting himself to the perfection of the in
vention, as by his contract he is bound to do,
he sold the interests in his stock, as admitted
10 his bill of complaint, and in sundry other
instances besides those therein admitted in
the patent violation of said contract. The
complainant, finding he could not persuade
the defendants to accede to his wishes in the
matter of the premature issue of stock,
procured many false and malicious statements
TO be published in the public press of the
country, both as to the defendants and as to
the business of this company.
He also AYERS ''that the utter disregard of
the complainant for his obligations, as mani
tested by his violation of his contract as well
as his general conduct herein set out renders
him wholly an unreliable person with whom
to have any business relations whatever, and
this defendant having become fully satisfied
by the gross misconduct of the complainant,
that the business of the company could not
be properly and desirably managed, had de-
cided in February last to give away his stock
in the Pan Electric Telephone Co., and be
freed of all and every association with the
said complainant, and had prepared to con-
summate this purpose when the investigation
of the company was instituted by the House
of Representatives, and he deemed it proper
to continue in statu quo until that was con-
cluded, and such investigation having been
concluded the defendant now unites in the
desire of the complainant to close out and
wind up the business of said company, and
whether the court, after consideration of the
contract, shall regard, and treat this associa-
tion as partnership and corporation, there
should, under said contract, be a full account
ing between each member and the company
including the proceeds of any and all stock
or interest sold in violation of said contract,
and ample provision made for the payment of
any liabilities of said company, and if neces-
sary to secure the dissolution and winding
up of such organization. He asks that his
answer may be deemed and considered a
cross bill asking for such relief and this de-
fenjant waving and renouncing the benefits
and advantages to which he may be entitled
Of such accounting, and all the right and ben
eft of such company, brings into court here
a certificate for his interest in said company
and while he is ready and willing to stand by
and form such decree as the court shall
deem right and equitable in the premises, he
asks that after the settlement of all liabilities
of said company by the application thereto of
scrip issued by said company, if necessary,
any portion that may remain Of the scrip of
this defendant so brought into court in any
interest of this defendant therein may be
cancelled and returned and surrendered to
the Fan Electric Telephone Co., or otherwise
disposed of as the court shall direct, to the
end that this defendant may be absolutely rid
of the complsinant's said stock and all inter
est therein, or in said company, and for the
purpose of procuring, by judgment of the
court in this proceeding, final and complete
adjustment and settlement of all matters be-
tween this defer dant and complainant and
said company, and the termination of all re-
lations between this defendant and either the
complainant or said company.
This defendant is willing and hereby offers
to account for all pecunisry benefits and
money he has received from said company or
by reason of his interest therein, and to
bring said moneys into court when thereunto
pAouirod and THE Hafordo f.rf ana~ap.