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

some supreme court decisions constituting
the charters OF the Southwestern aud
Central companies % show that the
transaction under discussion was not al
lowable under them.
III the legislature had removed the
public policy and adopted another policy
he said "the courts might have held
otherwise. The evidence Is that the
Terminal Company has elected 70 stand
by their ownership in tn eEast Tennessee,
and they would be prevented by the pub
he policy of the state from having control
Of the Central, which is a parallel line to
"The lniquity to the minority stock
holders from the holding OF such majority
stock by one party in two competing cor
porations is too obvious to need argu-
meut. The minority interest is always
compelled to suffer, as under such circum-
stances they can shut out dividends from
one Of the companies
WANTED SOME LAW ON THE SUBJECT.
as there any provision in the law
wRich says because the party owns a con-
trolling interest in the East Tennessee
he shall not run it in the Central}" asked
Justice jackson.
yes, sir" Mr.. Erwin replied, at is
seen in the charter of the East Tennessee
road and the constitution of this state
Il want to see some law" said Justice
Jackson. (which prevents a party or indi-
vidual from acquiring such property"
Mr.. Erwin said he did not attack the
property right. but the exercise of CON
troll was subversive of the public policy Of
the state. That was their claim. Under
the policy of the state, this property
should be shorn OF all its exercise of con
troll
Judge Spcer suggested that it was the
public policy TO keep these two separate
and distinct, and that they should be
owned by separate parties
Mr. Erwin repeated some supreme court
authority on the last point he had made
with regard to the exercise OF control
The corporation" said Justice Jack
son, lis a creature of the sovereignty by
which it was created, and wherever it
goes, it carries its powers granted by
that sovereignty where il was crea ted.
Other states might exceed some of these
powers, but when it goes abroad it car
ries only the powers granted by that
sovereignty"
Mr.. Erwin stated that the constitution
said that no corporation had the right to
make such IA transaction for the purpose
of defeating competition.
when the Terminal Company comes
into this state,' said Mr.. Erwin. l hold
that it makes its contract with regard TO
and under the laws of the state This
contract is repugnant to the constitution
and the public policy of the state, and
therefore this company must come in here
shorn of The power of control.
THE Georgia company is not neces-
sarily party to this case, it's lost all in
terest.n
How asked Mr.. Crawford
The Terminal company owns the stock
and the Georgia company is not neces-
sary party. That stock is held by the
Central Trust company, where 1t was put
by the Terminal company which receives
the benefit from it. The stock was not put
with the Central Trust company, but By
contract they were to vote that stock as
the Terminal Directed
You're in error about that, totally"
said Mr. Crawford.
Don't let's have any interruption"
said Justice jackson. Each side will
have its turn"
IT WAS VOTES FOR THE TERMINAL.
Mr.. Erwin continued to explain the
transaction between the Terminal Co
and the Central Trust Co. He held that
such a contract had been made and he
tried to show that stock held as a trust
or as collateral security had no right to
participate ia the elections
The decision he quoted, however, was
not held applicable.
1T was a question, too, under the laws
of Georgia, Mr.. Erwin said, whether the
right to vote the stock could be given that
trustee. This stock. he claimed, had been
so pledged that the right to vote 1t was
lost.
Mr. Erwin said one party had no right
to vote majority stock. Formerly"
he said, lone party was only allowed to
vote sixty shares. 1t meant death
to the interest of the mi
nority stockholders. 1t is against
reason and on these propositions we say
that this stock ought to be enjoined.
"As soon as the Terminal company got
hold of this stock its action and the re-
suit to this property was like a cyclone
sweeping throughout the state. The
Terminal company carried the Central
into enterprises which were beneficial to
rival companies, and has carried desola-
tiOn into thousands of homes and to
thousands of families throughout this
state
MIR. CRAWFORD STRIKES FROM THE sHOUL-
DER.
Mr. Crawford suggested that the court
take up the decree, but Justice jackson
said mo, - that he was going to sit all
night If necessary to get through Mr..
Crawford then entered his argument,
saying:
''On the night of March 3, 1892, the
Central railroad had not made a single
default. In the morning the entire prop
erty was taken possession of by re-
ceiyer, under a bin brought by solicitor
who did not allege that he knew anything
about the transactions
The bill involves three separate con
trOverSies one to break a lease, one to
GUST board of directors and one to dis
franchise ~, 900 shares Of stock, said to
have elected them. The bill was brought
by citizen of South Carolina and made
the Terminal company a party to it, al
though that company did not even have
an Office or warehouse within the iuris-
dictiOn of this court.
The same is true of the Richmond and
Danville railroad. This court had no
jurisdiction whatever over the contract
or that company.
This bill claims the right to cancel a
contract between the Georgia Pacific and
the Central and that the court shall rem
der decree against the agent operating
the corporation. Every member and
shareholder in that corporation was q
citizen of the state which created it,
Now a citizen of South Carolina asks on
behalf of herself and other stockholders
of this road who live in Georgia, brings a
suit and asks this court TO take juris-
diction Of a contract between the Central
and Georgia Pacific, two Georgia citizens
This case shows that the Central
Railroad Company, after the appointment
Of its receiver, came in here and took
charge Of the litigation and prayed re-
lief on the same bills.
WITHOUT JURISDICTION.