The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1894-11-05
In the Santa Fe Injunction Case
Made Today.
Temporary Injunction is Denied
by Judge Foster.
SWEEPING DECISION.
Cumulative Plan Of Voting
Knocked Out.
Pr0tectives Defeated and the
Old Crowd All Right.

Judge C. @. Foster this morning de-
MED the temporary injunction to restrain
the stockholders Of the Santa Fe railroad
from casting their votes on the non
cumulative plan.
The decision is one of the most sweep
ing opinions on record. It decides not
only that the cumulative system Of vot-
ing does not apply ID an election of
directors for the Santa Fe, but that the
company has a charter and is operating
under the grant Of incorporation issued
by the territorial legislature in 1859.
The Protective committee il over
whelmingIy defeated on every point
This destroys the last hope Of the
Protective com mittee.
The Protective committee may appeal
from Judge Fosters decision to the
United States circuit court Of appeals,
which j. composed Of United States Cir
cult Judges Caldwell, San horn and
Thayer, but they cannot be reached in
time to prevent the election. AIessrs.
WOllman and Summerfield, who are at
torneys for the Protective committee, say
that the case viii come up on Il final
hearing in the United States circuit
court here il June but Mr.. Ware who is
the attorney for the directors, laughs at
the idea that there will be any further
hearing
General Tracy who j. the principal at
torney for the Protective committee has
returned to New 4ork and was not pres
ent to hear the decision. Henry WOll-
man Of Kansas City and NJ. Summerfield
Of Lawrence represented the Protective
committee today and BIr Woilman took
an exception to the decision.
Judge Fosters decision was very ex-
haustive and covered every point at is
sue III WAS only partially written and
there were numerous citations.
.'The compiaInants bring a BILL he
said, praying that the defendants may
be enj0ined from interfering with Ger
tain alleged rights. They charge that
the defendant stockholders having in
control a majority OF the stock have COM
blned together TO prevent the plaintiffs
from casting their vote according to the
statutes Of the state or by the cumulative
plan Of voting.
Now in determining this question its
importance must be apparent This
great railroad system is now in charge Of
the court and the powers of the directors
Il unimportant- but sooner or later the
property viii be turned over to its own
era
"The plaintiffs claim that the original
charter has been modified by subsequent
legislation They also claim that con-
gress has absolute power over the terri
tory and that congress admitted that
power when the territory was admitted
a state.
Judge Foster quoted numerous au-
thorities 20 disprove the position assum-
ed by the plaintiff He read from the
original charter of the company the pro
vision which says that every share Of
stock shall be entitled to one vote, in
person or by proxy, in the election of
"This clearly means he continued.
shat the vote shall be cast on the nom
cumulative plan- and it has been repeat
eely 50 held by courts. It is a vested
property right, and no power is reserved
in the charter to any legislative or other
power unless it would be found in some
other act of the territory.
"lt Il written Of our first parents that
they were tempted and fell. but with the
temptation they had the admonition that
IN the day that they had eaten Of the
forbidden fruit they would surely die.
NO such warning was given with the
temptations and benefits offered by these
euactments. They appear to have been
gifts as freely to be had as divine salvation
Charters Of corporations are usually ex
gratia. and yet they have their c0mpen-
satlon- These new states we're desirous
OF enlistlng capital in the building OF
railroads and thus develop their re-
sources and Increase their taxable
wealth.
IT i strenuously insisted BY the plain
tins counsel that the action Of the de-
-
visions Of the act of 1887, giving them
the authority to issue stock conformablv
with the act aud the issuance OF the
stock under the act, invested the stock
with all the attributes of the stock Of
other corporations and it to all the laws
Of the state including the cumulative
system Of voting.
This Is the strongest point made by
the plaintiffs and still il rests only upon
an implication ana this court Is asked to
divest a corporation of Al admitted vested
right upon the strength of an imDlica-
ton. This is not favored by the law
Judge Foster then quoted numerous
authorities sustaining his position
80 Tar as it was the intention Of the
act Of 1887 TO repeal any vested rights.
such a purpose is expressly denied Ii
appears g have been the intention Of
tne act 70 permit the railroad company
to increase their capital stock under any
rights then existing under their charter
mere are no terms or conditions imposed
winch indicate any intention on the part
of the state % abrogate any right or
powers already enjoyed BY these corpor-
aslons- At was competent for the legis-
lature, # II saw tit, to make gift to a
railroad corporation without any reser-
walton.
tor the reasons above given there i
no Justification in law for the Injunction
asked fora ead il is therefore denied