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

no TlgnJ 10 ICRl5ldb6 concerning bu6
laws or enactments of interstate com
merce, but she has a right to regulate her
internal commerce. If it is interstate
commerce the state cannot regulate it one
foot in her own border"
I'VE do say" said Mr.. Patterson,
chat If the constitution prohibits corpo-
rations from uniting to defeat cOmpeti-
tion it will have some effect upon
trunk lines. The question of jurisdiction
is disposed of, and now, in answer to the
only question left, we say that the Rich
mond Terminal Company should not be
allowed to retain this illegal control of
the Central railroad
THE TERMINAL STOCK CAN VOTE.
At the conclusion of MIR. Patterson's ar
Rument the mind of the court was at
son:
las you have brought the question up
here before us, it is our duty to decide it
and render final decree in all cases, es-
specially as you are ready for final de-
cree 1t is my regret that my brother
Speer and I differ on this question. We
will decide it and if you wish to 20 fur
ther and take it to a higher court l will
certify to a division of opinion so that you
can go up and have a speedy decision.
My brother Speer will briefly state
his views on that question. l will briefly
thereafter state my views, and judg
ment viii be rendered in accordance
with them. The Judgment of the circuit
justic will stand, but | will certify to a
division of opinion for you"
JUDGE sPEEK MAINTAINED HIS STAND.
In stating his views Judge Speer said:
with very great Difference to the
views of my learned brother, am never
theless constrained to briefly express my
l., l., -, !
The bill of Mrs. ROwena Clarke was
not only meritorious in its equity, but
Indispensable to the preservation of the
Central railroad. The entire properties
were in unlawful control under the guise
of a pretended lease to the Georgia Pa
ciiic Railroad Company, and the Rich,
mond and Danville Railroad Company
without even the semblance of authority,
written or verbal, had taken possession
of many millions of property of stock
holders in the Central railroad and Bank
ing Company, had been operating it for
many months, had been collecting and di-
verting to their own use all of its reven-
ues, and were making remarkable
progress in reducing it to a condition
where it would be without value to its
true owners, without the means of pay
ing either it's operating expenses or its
fixed charges, and where it would be the
prey of the first combination of creditors
to bring it to the block.
DEBTS WERE LEFT UNPAID.
''Those liens of highest dignity, the
wages of labor, were left unpaid, the or
binary tools for the maintenance of the
roadbed were wanting 1t was neither
safe for the transportation of freight or
passengers. But if this were not
true, It, with all its income, was in
the possession of trespassers who
had not even the semblance of title
for their authorized control, and vet this
magnificent property had been aCcumu-
lated and perfected as the result of many
years of careful self-denial and anxious
investment by it's stockholders, and the
hope, the arcanum. There was never a
clearer case submitted to the discretion
of a court of equity, demanding the exer
else of its powers to recover through its
receiver the valuable properties of a trust
which had been abandoned by its lawful
guardian to lawleSs hands, who had
neither legal right to its control nor any
motive for its preservation.
THE PROPERTY ABANDONED.
''The conclusive demonstration of this is
seen in the fact that the moment that
this unlawful custody was challenged by
the action of the court, it was immedi-
ately abandoned. More than forty mil
lions perhaps of property was abandoned
by these wrong doors with the stroke of a
pen, and they have since then asserted
no right to the Gus tody which was thus
interrupted. Such men do not surrender
such values with such opportunities
The property of a corporation, like all
trusts, is a legitimate subject under
proper circumstances for reception and
protection by court of equity.
The properties having been recovered
by the order of this court, il then became
the duty of the court to protect them
The same influences which had caused
their jeopardy were yet in existence, and
that baleful influence was a voting trust
of ~ 600 shares of stock by the exercise
Of which the fairest and Oldest railroad
properties in the south had in a short
period been reduced from a condition Of
absolute sOlvenCy to one of irremediable
bankruptcy and ruin. The circuit court
of this district, the Hon. Don A. Pardee,
the warehouse company under authority,
under the powers of it's charter, buy that
stock from the Georgia Central. Was
that a Georgia cOntract2 Was that a
Georgia agreementl Was that contract
for the purpose of affecting competition
in Georgia. 1t was not q contract by
Georgia law, Georgia law could not deal
with it. The power of those two corpora
tiOns were all that any court can look to
and say whether it was a valid contract
between them. The authorities that
have been read lead to confusion. They
misapprehend the application and bear
ing upon this question.
A WRONG PROPOSITION.
1.-THE powers of corporation. are de-
rived from the sovereign that creates
them. When they come into another
jurisdiction and make contracts,
their contracts are governed by the iuris-
diction of the state and upon the laws of
the state in which they make their con-
tracts. That is all 18th and 14th Peters
ever decided, and that is ali that
has ever been decided by tho supreme
court of the United States. running from
the case of the Augusta bank down to the
present day. 1t is, therefore wrong
proposition to say that the contracts of
the individuals that acquired this stock.
the contract by which they put it into the
Georgia company, created by the laws of
North Carolina, and subsequently, ac-
quired by the Terminal company IN
der its charter powers in its contract
with the North Carolina corporation are
illegal. 1t was so acquired 1t was held
by them-IOintly or severally is immater-
ial. They issued bonds upon 1t as securi-
ty, put it in the hands of the Central
Trust company as trustee for the bonds,
which it was pledged to secure-neEotia-
Bile securities that passed into the country
and from hand to hand and car
ried full equity with them. And now we
are told that these bOndholders, the
circuit Judge presiding, and controlling by