The Jersey City news. (Jersey City [N.J.]) 1889-1906, 1895-10-12

I
it at the same time exacts from them
duties. which also tend 10 the public
welfare.
1.-The whole scheme of the laws OF
their organization is to equip and con-
trcl them as instruments for the plnllc
good Such corporations hold their
powers, not merely in trust for the Pc
cuniary profit of their stockholders, put
also in trust for the public veal lale
impress for public good is stamped upon
their very being, and it becomes duty,
which, though not prescribed IN express
language of the law, is to be lmpMeu
from the nature of every power con-
ferred. Whenl therefore, it appears
that such a corporation, asll1nlnd1ul ol
this plain duty, acts prejudie1ally 10 the
public, in order to make undue gains
and profits for its stockholders, 1t uses
its powers in a manner not contern-
plated by the law which colfers them'
The use becomes abuse and Is qailta-
mount to excess of power"
A FLIMSY DEVICE.
The Chancellor then lays down the law
of 1885. which prohibits the leasing OF
roads in this State to foreign corpora
zion He declares that the Port Read
ing .ncorporated in this State, was
nothing but an attempt upon the part
of the Philadelphia and Reading to evade
that law. He says:-"No one can for a
moment believe that the Central Rail
road Company of New Jersey would
commit its extensive railroad with lts
depots. stations, terminals, rolling stod1,
ferries and forty auxiliary roads, IN sIi
renresenting assets valued at nearF
$40 GOO 900. to the keeping of so 1rrespoh-
sible a lessee and depend upon 1t alone
for the security of that property and the
payment of a rental, which, for single
wear. will exceed the value of the lessee $
entire property. The mere statement OF
such a proposition exhibits business
absurdity." He dismisses the subject
with these words of an English Judge
"a more fiimsy device, when the particu-
lars are once known, It is impossible TO
imagine. 1t may succeed for time in
battling persons who may have an in
terest in preventing it's being done and
has succeeded, but it was a mere crafty
contrivance to evade the requis-tion of
the law on the subject of joint stock
companies
On the argument in replying to the
Attorney General the defense raised the
point that the law of 1885 was uncon-
stitutional The Chancellor reviews that
contention at length and conciudes;-
1.-The law of 1885, then, is const tutional
and is applicable to the lease now ques-
toned. And it follows that the lease
was made, not only without legal sane
ton, but in defiance of an expressly pro-
hibitory statute
The Chancellor then proceeds to con-
slider whether the Attorney General
could invoke the power of the Court of
Chancery to restrain further operations
under the lease and says
PECULIAR FEATURES
There are peculiar features in the
transaction now considered that evince
public danger much more serious than
appears in thei mere transfer of corpor-
ate duties to performance by a foreign
corporation. The real lessor and lessee
here are extensive producers and car
riers of anthracite coal. They constitute
two of the six great anthracite coal car
riers from the coal regions of Pennsyl-
vania to this and adjoining states. 1t is
disclosed that the real lessee has secured
a lease of the Lehigh Valley Railroad
Company, and that thereby, and by the
lease in question, it controls three of the
six great coal carriers referred to, sand
also, that the alliance thus formed, now
controls, through the instrumentality of
coal companies, the capital stock of
which these combined carriers own,
more than one-half of all the anthracite
coal fields in Pennsylvania. Moreover as
an indication of the tendency of the
combination. the Attorney-General pre-
sents a report by the lessor defendant to
its stockholders, in which it congIatu-
lates them upon an alliance which, with
the cooperation of other large coal pro-
ducing companies, will insure them
greater uniformity in prices of coal
and the avoidance of needless and ex-
pensive competition between producers
He urges that, in substance, this report
declares the reaching out to monopoly
which will work inestimable disaster to
the people of this State. And as fur
ther evidence that monopoly is in view
ne points also to an admission by the
president OF the Philadelphia and Read
ing Raslroad Company. that the lease
complained of will possibly facilitate the
cooperation of other coal producers, and
m Itself, undoubtedly affect prices OF
coal in some localities.
The proofs show that there are locai-
ties II this State which formerly had the
advantage of competition between these
allied roads. but are now subject to the
monopoly which this lease affords.
THE SECOND STEP.
TT is true cooperation of the remaining
GOAL roads, which is necessary to COM
olete monopoly, has not yet been secured
nv this lease only one competitor is si-
fenced and only a little more than one
half of the entire coal region is controll-
ed It is only the second step in the di-
rection of monopoly, the first being the
lease of the Lehigh Valley Railroad. 1t
IS to be remembered. however, that the
Attorney General may have his injunc-
ton when the ultra vires'' act tends to
or is of nature to produce public in
Jury. He is not required to wait until all
the monopoly possible is created, or un-
til all the injury possible is in process
Of infection. The present situation may
be Justly regarded as Vice Chancellor
kindersley considered that which was
presented to him in Attorney General VS..
Great Northern r. r. Co. supra, where
the ultra wires act was a mere dealing
n coal by railway company He COM
ments upon it as follows: Mr. Rolt ar
sued well, but there is no danger of mo-
nopoly, because, even if you were ITO sup
pose that this company got the entire
command of all the coal which comes
down that line from the inland districts
and the northern part of England, that