St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1889-12-18
Mr.. HILL Wins AGAIN
Application for Writ Of Quo
Warranto Against the Great
Northern Dismissed.
Attorney General Clapp De-
cides That the Big Com
bine Is Legal.
Unfounded Claim That the
Company Had an Excess
Of Authorized Stock. n
Exhaustive Summary Of the
Powers Granted by the State
to the Hill Roads. no

Attorney General Clapp yesterday re-
fused the application OF Messrs. Hall
and Fitzpatrick for a writ of quo war
ranto against the Great Northern Rail-
way. company, represented by Messrs.
j. j. Hill and Ii. ID. Minot respectively,
presidents of the Manitoba and Eastern
Minnesota railroads. The attorney re-
views the case in this light:
This application is based upon complaint
that the Great Northern Railway company is
usurping and unlawfully exercising fran
chiSes pertaining to railroad company.
Frommn examination the following facts APP
pear TO be established: In 1856 the terri
torial Legislature Incorporated the Minnie
apolis d st. Cloud Railway company with an
authorized capital of S3'', 0oooo. SAID
company was authorized 10 construct certain
lines of railroad and To lease lines III the ter
riiory. When the state constitution was
adopted in 1857, it contained provision
prohibiting the legislature from creating any
corporation by special act, except municipal
corporations. In 1865 the legislature
passed an act amending the act of 1855,
under which the Mime apolis d st: Cloud
Railway company was Incorporated, but as
it will be seen the amendment OF 1863 has
no application to the sui ject under oonsid-
Grafton. and the question of its validity need
not be discussed In 1869 the legislature
passed an act authorizing the Minneapolis &
St Cloud Railway company to change It's
name by resolution of its board OF directors,
to be adopted and filed in the Office OF the
secretary OF stale. Ii is only necessary 10
consider the validity of the act OF 1869 SO
far as IT authorized a change OF name, and
that such authorization was legitimate ex-
ercise Of legislative authority admits OF no
argument. st. Paul +. M. co. VS.. Allis,
"a Mimi, 80.
The Minneapolis e. St Cloud Railway COM
pauy has continued to maintain its corporate
existence since 1856. In October. 1889. the
board of directors of the Minneapolis d ST.
Cloud Railway company adopted Il resolu~
ton changing the name of the company to
the Great Northern Railway Company OF
Minnesota, which resolution was filed III the
office of the secretary or state: IL appears,
therefore, that the Minneapolis d ST. CLOUD
Railway company was Incorporated prior 10
the adoption of the state constitutions; that
whatever may be said of the act of 1863; the
company exists. ana is in possession OF the
rights conferred by The act OF The terrltorlaf
legislature, independent of the act
as provided by The act of 1869, and
while fully mindful of the important matter
under consideration, it would be use:essto
institute proceedings based upon the claim
of unlawful ASSUMPTION of corporate iran
chi>es upon these facts 1t has been urged,
however, that the company now proposes to
$40 600. QUO of stock. when by its original
act of incorporation, it was only authorlzea
10 issue 81 ,0lu,0O0 and that, independent
of its rights to increase It's capital STOCK, IT.
should be required to pay into the state treasf
ury the fee provided by the act of The leSls--
lature of 1880 to be paid upon corporation
amending its articles providing for an IN.
crease of capital stock. The state should
carefully guard against any violation OF us
revenue laws and in every case OF donPt
should insist upon the protection OF lis
revenues by an appeal to the courts, Ntas
true that the company, by circular letter,
claims the right to issue stock TO the amount
of SIC, 900, 600, and it is urged that said cir
cular contemplates an ultimate issue OF that
amount although the company insist that
the reference to $40, 90 00is rather In me
nature of q restriction. The company claim
the right l understand, to issue additional
stock under q general act of the last leglsla-.
ture. In view of the facts subsequently re
ferred to, it would be of no advantage at this
time TO consider either what it con-
templated in this particular by the CIR;
cu!ar. or the legal right of the COM
pany to issue such stock; those questions
will have to be disposed of only in the event
of an attempted Issue OF such addluonai
stock. An examination OF the facts disciose
that the com pany under the old name of the
Minneapolis d st. Cloud railway issued stock
of which $500. 0nO is now outstanding. That
under the new name it has issued only So
UeO. 600, while So, 90 oOO has been issued
on accounts of the Minnesota Eastern. 1t
will be seen. therefore, that taking into ac-
count the $1,000, 900 issued on account OF
the Minnesota Eastern there is alto
gether less than S26n00,o0n issued I'M
der g charter which authorizes an
issue of S3I,000.h0O. In all matters
touching the revenues ofthe state where any
doubt has existed, we have always resolved
such doubt in favor of the state. leaving the
determination thereof to the courts, but as
this matter stands at the present time there IS
no foundation whatever for the claim. IL
plainly appears that no grounds exist for fill
ing an information. and the present claim
that the company has issued stock in excess
of the amount authorized by its charter is
unfounded.
1t will be remembered. that Attorney
General Clapp recently refused a SINH
lor application made. by other paruess
against the Eastern Minnesota Railroad
company. That. application was based
on plea almost identical to that against
the Great Northern. They are said to
have originated among New York stock
holders in the Manitoba and Eastern
Minnesota, who are opposed to j. j..
HIPS Great Northern amalgamatiOD.