Wheeling register. [volume] (Wheeling, W. Va.) 1878-1935, 1893-01-05


1925, 600 of stock, shall be first paid TO w.
Uptegraff and Immediately upon the re-
ceipt Of such money, the said w. d. Upte-
graf shall forward same TO the Treasurer
of the Wheeling Bridge Company.
"3. The said w. d. Uptegraff shall hold
in trust the said $l25,000 of stock Of the
Wheeling Bridge Company for the follow
ing named parties to the amounts set oppo-
site their names, viz
W. D. 0O0
john NJ Sweeney...........-... xo,UOO
- Hubbard ............--....... z9UOO
q. W. q y W ~
Gustav Kaufman. .....-....,-. 800. Zo,UOO
''Or in the event of its becoming neces-
sary 10 dispose OF a portion OF this stock TO
raise the sum Of Sl50.000 for the construc-
ton of the pneumatic caissons, as men,
toned in Art of this agreement, then the
said W. d. Uptegraff shall hold that part
Of the stock remaining after said disposal,
as trust for the parties to this agreement,
share and share alike.
~. The said w. j. Uptegraff shall at all
stockholders meetings of the Wheeling
Bridge Company, vote this trust stock as
he may be directed by the parties thereto.
"5. The said w. ID. UptegraH
shall hold this stock. IS trust for
term Of six months litter the
acceptance Of the bridge structure by the
Wheeling Bridge Company as completed
BY the contractors should it be deemed to
the advantage of the parties hereto that the
period of the continuance OF the trust as
above mentioned, be shortened, then the
said w. D. Uptegraf shall, upon direction
of two-thirds vote Of the trust stock,
transfer or cause to be transferred upon
the stock books of the Wheeling Bridge
Company, the stock so held by him in
trust, to the parties hereto, share and share
alike"
THE BILL
then continues:
plaintiff is reliably informed and
therefore AYERS that Immediately before
February "a, 1890, it was arranged
among the five defendants mentioned in
Exhibit L that said Ferris should go
from Pittsburgh to Wheeling, attend
a meeting of the Board OF Directors,
complain about the slowness with which
the subscriptions were taken, and start
a mock quarrel with Sweeney and Upte-
graft in regard to the delays in carry
ing out the building Of the bridges and
the Company's affairs generally; and
that finally, apparently in anger,
Ferris should agree to take
the balance of the 100000 stock which
had not been subscribed by other per-
sons provided that a contract be entered
into by the Board of Directors, for the
Company at once with Ferris and Kauf-
mann, for the construction OF the
bridges. All this
WAS DONE AND CARRIED OUT
February "a, 1890, and Ferris, for the
firm Of Ferris & Kaufman, composed Of
said Ferris and said Kaufman, sub
scribed for sufficient additional stock to
make their total subscriptions for stock
Sl64, 600 par value of the stock, and the
Board agreed to give Ferris & Kauf-
mann the contract for the whole
work, as hereinbefore mentioned.
The full Board Of Directors
were at the meeting, In
.,.THdiaS.~ 4ahp Mcclure and'the defend
ants ScbmnlbSc6" Sweeney, Hubbard,
Uptegraff, and Hughes. Al Of the~Dt-
rectors, and also the said George w. q.
Ferris, and J. Z. Hughes, the then Sec
rotary Of the Company, were present
at said Board during the consideration
of the question as to whether the offer
of Ferris and Kaufman should be ac-
cepted, and all Of the Directors partici-
pated in the discussion of said question.
The defendant Uptegraff, at said meet
ing, moved to accept the offer Aforesaid
as set forth by the minutes OF the
Board and copied below In this
bill. All the Directors voted
affirmatiVely on this motion by
Mr.. Uptegraff, but neither the said
Hubbard, Sweeney nor Uptegraf In any
way or manner intimated or disclosed
to the Board that they were secret
partners, as plaintiff alleges was the
fact, with Ferris & Kaufman in making
the offer and to the proposed contract
The said Uptegraff acted as agent for
himself, and the said Hubbard, Swee-
ney, Ferris and Kaufman,
coNCEALING FROM THE BOARD
that any of them were Interested in
said offer aud contract, and the said Up
tegraff, Hubbard and Sweeney constl-
tuting a majority of the Board of Di-
rectors."
The bill then quotes the records OF
the Board relating to the offer and con-
tract, in full, and then proceeds TO set
forth that 1.-The contract was according
ly drawn up by the defendant,
w. P. Hubbard, counsel for the
Company, although he was, as plaintiff
has alleged, secret party to said con-
tract, and on March s, 1890, it was
signed by Ferris and Kaufman and
John Mcclure, as President OF this Gem
many. in its behalf. This contract pro-
yided, among other things, that the
said S452, 600 would be paid he con-
tractors, $3.50, 600 in cash and stock at
par, 5000, 600 in bonds secured by mort
gage on plaintiffs bridges. On June ?,
1890, a meeting of said Board OF Direct
ors was held at the Office of w. 2. Hub
bard and the minutes thereof are correct
and true and are reported herein as fol-
lows"
The minutes are then set forth at
large, and the bill then proceeds to al
lege that after holding the draft for an
agreement. as shown in exhibit No. l,
for a considerable time, Messrs. Hub
bard, Sweeney and Uptegraf made sug-
gestions for changes in such agreement,
the changes so suggested being in PEN
Gil on the original, in the handwriting
OF Mr.. Hubbard Later, 'a6out the -
day of June, $780," copy OF this agree
ment was duly signed and sealed. This
statement, as signed and sealed by
Ferris & Kaufman, showed that II
they would not have sufficient money
on hand at the completion Of the work
to pay the full amount OF the assess
ments, that the deficiency should be
raised either 6y the sale OF stock to
cover the amount of the deficiency, or
by a cash assessment, levied on the