The morning news. [volume] (Savannah, Ga.) 1887-1900, 1893-07-01
TERMINAL WINS ITS POINT


ruia, but IL is competent in Georgia In
ihe teeth Of the Georgia constitution ana
oe-uite the very announcement OF the SUI
rreuc court of the United States in the
case Of Ruyn VS.. Castle in IA Peters, u.
MUST OBEY THE LAWS OF GEORGIA.
.When "a foreign corporation crosses
-he boundaries Of this state il does So
with subservience 10 our laws, and what
is the law Of Georgia, 1t has no greater
privileges here than Georgia corpot.a-
ZION What then is the law of Georgia
mon this subject? Read clause of the
constitution and the construction as given
by this court in case of Hamilton VS.. 5. +.
x W. Railroad. 40 Federal Reporter
page 4l2.
This construction has been accepted
by the most eminent corporation counsel
engaged IN numerous cases, with valua-
BILE interests, in which this court has
adiudged it to exist. The attorney
general of the state has adopted
the same construction, the legisla-
ure, through its appropriate COM
mittees, has so construed it and
it is the natural construction. 1t is
the obvious construction. If there be any
other construction, then the constitution
al clause itself is utterly nugator and
the great constitutional lawyer whose pen
drafted the clause and submitted it to the
people for their approval has not under
stood the use and the effectiveness of the
language he sought to apply and the pres
eryation of the rights of the property, the
existence of fair competition, aud in the
prevention of monopoly.
THE DEsOL ALTON OF HOMES.
"The maintenance Of this principle is es-
sential to the welfare of the corporate in
terests of the state and to the great pri-
mary duty they owe to the public Its
avoidance and disregard may be seen in
the deSolation, piteous, deplorable indie
scribable, which now afflicts the peopleof
this state and the cries OF widows and or
phans which are now sounding in the cars
Of this COURT
WRECK BEFORE THE BILL WAS FILED.
At the conclusion of Judge Speer's re-
marks Justice Jackson delivered his opin-
ion and order in the case, which will
stand unless an appeal the supreme court
sees fit to reverse his decree.
No notice of an appeal has yet been Civ
en-, and in all probability Justice Jackson's
decision will stand, Justice jackson said:
This question, gentlemen, arises under
a very peculiar lawsuit, to say the least of
1t. Mrs. Clarke, with fifty shares of the
capital stock of the Central Railroad and
Banking company, files her bill in this
court on the 4th of March, 1892, in which
she seeks two distinct things. She seeks to
set aside lease made on the first of June
1891. Now upon one question of fact
which my brother relies on, that this les
see or its agent to whom it turned over
the property did, between 1891 and March
1892, wreck it, the reports of the direc-
tory, the showing of the books the state
ments of the receiver negative that fact.
The thing was wrecked before juno 1891.
That is not material,
THEY DIsoLAIMED THE LEASE.
"Upon the filing of her bill to effect the
termination of the lease and to deny to
the holder of AZ, 200 shares the right to
vote and to declare the directory then in
power which she had herself helped to
select-voted for them-upon the filing of
that bill, say, the Georgia Pa
cihc Railroad Company, the lessor
and the only party to the con
tract with the GEORGIA Central.
and as well as the Richmond and Danville
railroad company, made prompt appear
ance, and before filing answer, the latter
company by its attorney notified the
court thatit did not claim any right under
the lease whatever Then the companies
thereafter few days file their respective
answers and diSclaim the lease. entirely
- have not found in this record. and
counsel have not called to the attention of
the court any legal connection
between the Richmond and Dan
vile and THAT lease. 1t is
stated by the Georgia Pacific and by the
evidence in thiscase that the Georgia Pa
ciic in 1888, having leased it's lines to the
Richmond and Danvillo, when it perfected
a lease or thought it had perfected a valid
lease of the Central Railroad Company,
says it turned over that to the Richmond
and Danville Railroad Company. That is
all.
NO CONNECTION WITH THE DANvILLE.
"What liability, therefore; what legal
connection had the Richmond and Dan
Vile with the Georgia Central so far as
the record disclosesl Not a single thing
But that is immaterial After that dis
clalmer of the lease, which terminated
one of the questions of litigation in that
sult,and under which the receiver. was ap-
pointed, the court made an order that
what was called legal election should be
held on the 14th of May, 1892, hav-
ing previously denied the right
OF the holder of the 1920 shares
TO vote at that election, having put an
injunction upon the legal holder of that
stock from voting it, and the Central
Company from accepting the vote of that
stock. That election was held. A new
board of directors were elected by the
minority. What then, l say, what reason
then existed for the continuance of the
fecelyerShlp. There was none. The two
stockholders, Mrs. Rowena Clarke. with
fifty shares, and the Terminal Company,
calling it for short, trustee of the Termi-
nal Company, or trustee of the Georgia
Company, it does not matter which, had
private question between two stock
holders.
OUGHT TO HAVE BEEN TERMINATED
81 say, therefore, from and after the
l4th OF May, 1892, when the action of the
court, right or wrong, in originally APP
pointing the receiver, when a new direc-
tory was elected, that receivership ought
TO nave terminated, as ending that ques-
tlon II was not terminated
On the 4th of July, 1892, the Central
company came into court, acknowledging
pfacncally its insolvency and asking for
the administration of its assets Rowena
Clarke's bill, and of course under
IL inc injunction, continued here
onIy on the question as to whether 4, 200
shares in the capital stock was
entitled to vote pass also
the question as to the jurisdiction of the
court as to the regularity of the filing of
TINS bill. In respect to the Jurisdiction
VIII say that Mrs Clarke, a citizen of the
state OF South Carolina, had right to
Drlng suit in federal court against a
corporation of Georgia and against two
other corporations that were not citizens
OF Georgia, and if the latter corporations
ocSired TO raise the question of iur-
1SuiptlOn I