The Portland daily press., 1892-05-02
KNOX g. LINCOLN LEASE.
Supreme Court Decides That 1t VIII Hold
Good.

The Knox & Lincoln railroad, as is
well known, is now operated by the
Maine Central railroad under 900 years
lease. The Knox & Lincoln was origi-
nally built largely through the efforts
and credit Of the towns and cities along
its line. And these towns held for
years great portion of it's stock. The
road was not taken by the Maine Central
directly from the towns and cities; but
through the agency of a syndicate which
acquired it and turned it over. Some of
the interested parties protested, Waldo
boro leading the way.
Saturday Judge Walton announced
the decision of the court in the case
of the Inhabitants of Waldoboro against
the Knox & Lincoln railroad and various
towns, that the railroad company might
be enjoined from selling, leasing, assign
ing or in any way transferring the road
or its franchises which is that the bill be
dismissed with costs. We give the opin-
ion in full. Heath & Tuell of
of Augusta were solicitors for the plain
tiff, and Judge Putnam and N. & Fl. B.
Cleaves for the Knox & Lincoln railroad.
Walton, 1--WE think the injunctions prayed
for in this case cannot be granted We think
that, under the circumstances, it was the right
of the towns and cities holding majority of
the stock of the Knox y Lincoln railroad, they be-
ing also majority in interest under the mortga-
geS of the road, to determine whether or not the
road should be sold or leased. No sale or lease
OF railroad can be made in this state without
the consent of the legislature. Or. S. c. 81, sec.
54.) But when such consent is obtained, and
there Is no provision in the charter of the road,
nor In any public statute, nor in any bylaw of
o e IN
whether or not the sale or lease shall be made.
We are now speaking OF sales and leases only.
we are ho o. " 1y ae sfac
holders against their wills to enter into new or
different enterprises, or to become members of
another corporation The cases are very num-
erous IN which it has been held that such con-
tracts, or contracts of sale or lease which en-
brace such stpulat;ions,t cannot be
small such mpinorities may Syi' BE- But when
proposed sale or lease is not embarrassed by
any such stipulations, the law seems to be per
majority in interest to determine whether or
not the sale or lease shall be made.
Thus, in Laumany. Railroad, 80 Pa. St. AZ,
the plaintiffs; counsel o the court held that
dissenting stakeholder could not be compelled
against his will, to accept stock in another rail-
but the COURT held distinctly that whether or
not the road might be sold, was a question
which II was the right of majority of the
In Durfee V. Old Colony Railroads. Allen, $50,
the question was fully considered, and the
court held that every member of corporation
ber, implicitly agrees to be bound by the will of
the majority, unless the charter, or some
public statute, or bylaw of the corporation,
al, DIR ADd 70
effect Treadwell V. Salisbury Man Co., Z Gray.
And we think the same principle applies to
joint mortgage. Such bonds are often held by
to the best mode Of rendering
IS the right Of the majority in interest to deter
mine. The court so held In Shaw VS.. Railroad,
100 U. S. sos. The court there said that, to al
overwhelming majority of those associated with
them in the benfts of the common security,
would be to ignore entirely the relations which
bear to each other; and that, if differences of
opinion exist among them, the voice OF the ma
1or1ty ought to govern:
tanned by the plainest dictates of natural JUS
tice. When there are differences of opinion,
aggregate bodies of men must act by MAORI
ties, or they cannot act at all. 1t is true that
this doctrine subjects minorities to the will of
majorities; but it is equally true that the con-
trary doctrine subjects majorities to the will of
minorities; and since one side or the other
must yield, it seems to US to be more in harmo-
ny with the principles of natural justice that it
should be the minority.
In this case, the plaintiff town holds only
about one wentieth of the bonded debt of the
Knox & Lincoln railroad, and a much less pro-
portion of its stock The defendant towns and
cities hold the balance. The latter all voted to
sell the road: The plaintiff town (Waldoboro)
declined. We think it was the right of the ma
jority, and especially of so large majority, to
control.
The court will at all times protecta minority
OF the stockholders of a corporation against a
fraudulent. collusiye, or oppressive exercise of
power by the majority. And if in this case, the
anything fraudulent, collusive, or oppressive,
the relief prayed for would be granted, But
nothing of the kind is discoVerable. Nothing is
the expediency of accepting an offer to. pur-
chase or lease the railroad and its franchises
and take an assignment of the mortgages upon
it. Upon such question, we think it was the
right of the majority in interest to decide.
Bill dismissed with costs.
Peters c. J. Virgin, Emery, Foster and Has
kell, JJ., concurred.
U, S. CIRCUIT COURT.