The morning call., 1894-01-31
BUTLER REPLIES.
What He Has to Say
About the JOOStS.
TERrIS OF THEIR CONTRACTS.
inducements Held Out to Him
to Advance Money.
TERrIS OF THEIR CONTRACTS
AN AGREEMENT DULY RATIFIED.
Affidavit in Answer to Allegations
of Defendants in the Railroad
Injunction Suit.

c. &. Butler has filed with the County
Clerk an affidavit in reply to the allega-
tioDs made by Behrend and Fabian JooSt
IN their answer to the injunction suit
brought by Butler in the San Francisco
and San Mateo Railroad Company.
The plaintiffs, c. c. Butler and M. n.
Turrill, sued for an injunction to restrain
the directors OF the company from levying
an assessment of 81 90 per share to pay for
some alleged improvements, but which the
plaintiffs claimed was really done to freeze
them out of the concern so hat the Joosts
might have the whole capital stock to
themselves. The Joosts made reply, de-
nying these allie cations and affirming that
the Improvements in question were actual
ly necessary.
Mr. Butler in his affidavit states in reply
that he never had any dealings with the
San Francisco and San Mateo Company
or with the Sunnyside Construction Company
prior to October 80. 1891, and that it is not
true that tn the month OF September. or at any
time. the Sunnyside Construction Company ap-
plied to him for loan OF 100000, or any
sum. The fact was. that few days before
October 16, 1891, the Joosts applied 10 him TO
leud the 100000 to the SunDySide ConStruc-
lion Company. He learned at the time from
Behrend and Fabian JO0sI, with whom he had
had no previous acquaintance or dealings, that
the said SunDySide Construction Company was
then engaged III the work OF constructing and
equippine the road OF the said railroad COM
pany. and money was needed to enable the con-
strHcti0n company 10 carry out Its contract.
AS an inducement TO him 10 lend the
money Mr. Butler asserts that the Joosts
offered 10 transfer 5000 shares OF the capi-
tai stock of the railway company and $500
shares of the ). S. Company as a bonus. and
for security the S. S. Company would give its
notes indorsed by the Joosts, ana would de-
pOsit as d pledge first mortgage bonds of the
railroad company 10 the amOunt OF S400, 600.
with interest coupons attached. Butler. not
being satisfied with the security. as lie was ad-
vised that the amount might prove insufficient
10 enable the Sunnyside Company to complete
the contract the Joosts then agreed that II
such an event took place they, The said
Behrend ana Fabian Joost. would obtain for
the ,. ). Company any amount over the S2OO.-
600 which might be required to fully complete,
equip ana put in operation the railroad.
Butler consented TO make the loan, and an
agreement to that effect was drawn up between
the parties on October 80 1891. which was
ratified and adopted by the board of directors
of the Sunnysids Construction Company on
November 4, 1891, and also by the unanimous
vote OF the stockholders at a meeting held
November 8. Butler states that he did not un-
necessarily proloDg the completion OF the loan,
and t is not true that lie asked 10 have 'prac-
teal control" of the railway company.
at is absolutely untrue that from the time
made the said loan and until the 9Th day of
March, 1893. or at any time, made threats,
repeated OF otherwise, 10 wreck the said rail-
road If L was thwarIed, or that / ever had any
design 10 alone manage or control the affairs of
the functions of the board OF directors thereof.
or that l ever had the sole and exclusive man.
agement and control of both said corporations,
the said construction company and the said
railway company, or either of Them, or that the
plaintiff NJ. ii. Turrill was selected by me as n
director of the said railroad company or placed
on the executive committee thereof 10 enable
me TO more completely control the said railroad
company for any OF the purposes alleged in the
said answer, or any other purpose except for
the benefit of said company and the stock
holders thereof. or that said Iurrill has at all
times or at any time Obeyed my directions re-
gardless OF his official duty and the interests
of said corporation" Butler further denies
that he alone determined the policy OF the com
pany, received or disbursed moneys hired en-
plOyes, or refused to listen 10 the advice OF the
other directors.
On the contrary it is alleged that THE JooSts,
together with their partners, confederaJes
and allies, have themselves exercised the
supreme control and have refused 10 receive
suggestions from the plaintiffs. any such
suggestions being always outvoted ny the
Joosts and their friends, who held the majority
of the stock" All other allegations MADE by
the Joosts in their answer are Severally and
specifically denied.
In conclusion the af1iant states that be had
adhered 10 his part OF the contract, but that
the Joosts have not TO theirs. and he thinks that
it would be well for all the stockholders that
BehreDd J0OSt, Fabian JoOst and j. A. Miller
affairs.
The order to show cause why the Injunction
should not issue, as well as the demurrer of
the defendants 10 Tie complaint. has been set
for hearing before Judge Seawel ON Feb
ruary s.