The daily morning journal and courier. [volume] (New Haven, Conn.) 1894-1907, 1895-08-14
WHISKEH Trust WINs

New York, Aug. 1S-Justice o'Brien,
In the supreme court to-day handed
down decision denying the application
for an injunction restraining the sale
of seventeen distilleries of the old Whis-
key Trust, which was scheduled to take
place tomorrow, and the sale will be
held as contemplated.
The decision was rendered in the ac-
tlon brought by Frederic w. Anness
and George M. Pynchan, who own 49,
900 shares of stock of the Distilling and
Cattle Feeding company, commonly
known as the Whiskey Trust, to en-
join the reorganization committee from
purchasing the several distilleries of
the trust, which under a decree of the
courts of Illinois are to be sold at auc-
ton in Chicago on August IA. Samuel
Untermeyer and Louis Marshall appear
ed for the plaintiffs, and the reorgani-
cation committee was represented by
Nathan Blur of this city and Judge
Thomas A. Moran of Chicago, who drew
the complaint upon which the old or
ganization was declared Illegal by the
supreme court of Illinois.
Justice O'Brien's opinion is in part
as follows:
st will be impossible, within lifetime
allowed for a decision, to decide the
complicated facts and discuss the many
interesting questions of law involved.
1t is perhaps unnecessary, as those in
interest have long since become familiar
through the courts with the history of
the Distilling and Cattle Feeding COM
pany.
81 will content myself, therefore, with
briefly stating my views on the present
motion, which seeks to obtain an in
junction during the tendency of this
action.
1.-THE plaintiffs are holders of 1920
shares of the company, and these to-
gether with an assessment Of 81 per
share, making $6O,SO0, have been depos-
tied with the Manhattan Trust COM
pany pursuant to plan of reorganiza-
ton.
"This suit, among other things, is
brought to have such plan declared IL
legal and void, and to secure return
of the stock and money deposited 1t Is
claimed that the reorganization agree
ment is invalid because 1t involves:
"First-The preparation Of the mon
opoly Of the Distillng, and Cattle Feed
ing which has been adjudged
contrary to public policy.
"Second-The, unlawfulness Of $685.,
600, 900 of stock upon the basis of prop
erty which is not worth to exceed $10,-
600, 600, and
"Third-The unlawful issue of 81, OoO,-
900 premium stock.
"Fourth-The creation of an Illegal
voting trust.
IF the agreement was susceptible of
but one construction and that the one
given to it by plaintiffs, then there
would be force in the contention that
the plan proposed is Illegal, 1t must
be remembered, however, that the
agreement does not bind the committee
to any fixed plan, but wide discretion
lis given to do what in their Judgment
they deem for the best interests of the
stockholders, and their powers are lin
tied only in particulars unnecessary to
mention, which do not effect the ques-
ton Of legality.
cit cannot be assumed in advance Of
the action of the committee that it will
proceed unlawfully. The effect of an
| injunction at the present time would
| be to prevent the purchase by the COM
mittee of property for which, by per-
mission of the United States circuit
| court, they have been allowed to bid.
| whatever other Objectionable feat
ure there may be in the plan, this right
| conferred on the committee to purchase
| and which has been sanctioned by the
| United States court, is unobjectionable.
| 1t is, moreover important to the stock
holders that the property should not be
| sacrificed, and If, after purchasing,
| the committee should attempt to reor-
! ganize the former monopoly, the courts
will not hesitate to again intervene
and prevent it.
There are unquestionably features
| in the agreement which look like an
investing of the committee with power
to rehabilitate the old company.
1.-THE questions relating to the issue
of the preferred stock and the common
stock for such a large amount are
doubtful.
Apart, however, from the legality
or illegality of the organization agree
ment, the question presents itself
whether or not the plaintiffs have not
the right to withdraw.
ut has been shown that the commit
tee is solvent and responsible, having
more than million dollars on hand and
therefore, in position to respond tc
any damage that plaintiffs may suffer
eff, against their protest, the commit
tee now proceed, the plaintiffs, if sue
cessful, would be entitled to a return OF
the stock or it's value, together with the
cash deposited.
1.-The committee is at present able tc
respond to such judgment, and il
cannot be assumed that they will rur
the risk of personal liability by fail
IRE to retain, until the termination Of
this suit, a sufficient amount to cover
the plaintiffs claim.
Motion for preliminary injunction
accordingly denied with costs to abide
|