The times. [volume] (Richmond, Va.) 1890-1903, 1895-07-31
AGAINST MIR. FISHER.
DECISION or JTDGE SfHONTON or
THE 4. =. CIRCUIT COURT
In the Case of Harvey ct ais. Against the
Richmond and Manchester and tho
Electric Companies.


and tie Baltimore Trust and Guarantee
Company VS. the Richmond Railway and
Electric Company and the Richmond and
Manchester Railway Company. which was
argued before him some months ago.
Harvey and others. according to the
! hiN Med In the case. own all the hrst
and second mortgage bonds OF the Rich
mon1 and Manchester Railway Company
| and the Trust and Guarantee Company IS
trustee under the two mortgages 10y
which these lends are secured. In tie
| opinion. which Is very long. the Richmond
ana Manchester Railway Company is
designated as the Manchester company
and the Richmond Railway and Electric
| company as the Electric company. The
former company executed two mortgages
occurring IT'S bonds. aggrcgaung Stv,1lt
ne itlltfS or tifSc bonds desiring TO
make some arrangement with the Electric
company whereby the value OF their Sc
curites would be increased ami the conf
petition between the two enterprises se-
moved, formed "a committee representing
both bondholdors and stockholders 10
conduct negotiations with Mr.. George T..
! Fisher. OF the Electric company.
Tie committee supposed that they were
dealing with Mr. Fisher as the reprcsef-
ta'iVe Of the Electric company. and
agreed with him on satisfactory terms,
bat when Tho formal memorandum was
presented 10 Mr. Fisher be refused 20
execute II until his name hal ncen Sub
siitutod for that Of the Electric COM
pany. he assuring them that he would
get a meeting Of the Board OF Directors
ana that they would adopt and ratiiy the
contract.
signed February 18th. 1873. and the Eiec-
trio cOmpauy's directors met the same
day and took action.
TIE CONTRACT.
The contract, the details OF which have
already been printed, Is quoted IL iuii IN
Judge SimontCns decision.
The paper is signed by q. =. Fisher
William a. Marburg. Charles GoldsDor-
Ough. and John r. Semmes.
ln1er the agreement the Electric COM
pany was 20 guarantee the payment OF
The principal and interest OF the bonded
Indebtedness OF the Manchester CONF any
amounting 10 $+y3.oVJ. There is no cyi-
dcnce, the opinion says, of any action
on the part Of the Manchester company
or OF any one but these complainahts
interested in II. certainly 10 corporate
action looking 20 any issue OF new uOiida
or 10 any arrangement, contract, or uu-
derstandng with the Electric company
This memorandum with Fisher is the
FIRST and only evidence OF such conltiH-
plated action.
The pres mhle 10 the resolutions adopted
by the Electric cOmpanys directory sets
forth thar the Manchester company was
about 10 issue 10000 in per cent. Boii
bonds and that the company was TO
pay all OF its outstanding floating debts
before the contract went into effect IL
was upon the assumption that the Elec-
tric company agreed 70 guarantee me
Manchester bonds.
The lease was for ninety-nine years, re-
movable forever. IL is further shown
that the complainants have paid the
floating debts Of the Manchester COM
pany: that the bonds have been called
in ready for cancellation. that the ma
jorlty Of stock has been delivered 10 the
Atlantic Trust Company for nnal settle
ment. that releases of the mortgages nave
been prepared ready for execution wien
the new bonds are ready for delivery
that the $1,000 of new bonds nave h'ch
engraved. and are on deposit, ready Tor
execution by the Manchester company
and FOR guarantee by the Electric CONE
pauy. and that the bondholders Lave sun
mf:tcd "a draft Of the deed OF trust TO
the Atlantic Trust com. any inien4nd I'd
secure this new issue OF bonds and guar
aufee. which has been approved Dy lHe
solicitor Of the trust company
Having done these things. the nonl-
holders demand that the covenant oi ,he
Electric company Doe fulhlled, aFefihs
that the new bonds have not heen exc
cuted by the Manchester COMPANY
that the deed of trust 10 secure
them has not been executed, thar
the guarantee OF the ElectIiI
company has not been executed. ana
that this company has not PAID any
nancy for the use. occupar--i, ana en-
ioymcnt Of the Manchester company to-
ward nquidating any OF us bonds, no,
has Il kept I'm proper repair the lth7,u
property. The result the 'ouIl says io
that the hOndhOlders Of me MaIlfH'st,t
company have delivered themselves i"'o
the hands of the Electric company
THE COURTS OPINION.
The Court reviews the case at great
length. holds that the contract made 10y
the hondholders with George T.. Fisher
was not made with him personally. nut
as the representative Of the Electric
company; declares IL 10 DE manifest that
throughout the cOmplalnnats heHDNcn
thew were dealing with the Electric COM
pany. and that the Electric company ny
It's action ratifying the acts Of flshef
and deriving the whole henent thefeliohi
have confirmed this nelel' cites MANY
authorities to bear out this proposition,
and saws. THE cOmplainants nave put
the property in the hands OF the hieclil'
company for whose Denent fisher was
acting. and IL has been accepted they
have DEPOSITED the majority OF the stock
with the Atlantic Trust Company, they
have procured the surrender Of all the
IN 1rtgage bonds 10 a common agent ready
for cancellation. This attitude they were
co.npellcd TO assume under their contract, |
and this attitude they must MAINTAIN
IA order TO compel the fulhllment OF the |
contract II they depart from II IN any
particular they lose the right TO demand |
the performance of the contract, so 1T !
they reiake possession OF the slolA anu
control OF the Manchester company. they /
at once abandon the cause, ana open zap !
a new ground Of refusal But IS not the /
Electric company responsible for the nom /
action OF the Manchester company. Vt ~ /
iu porseesion Of the whole property or thla 1
company. and I'm receipt OF all IT'S income /
and profits by virtue OF a lease, the splc /
consideration OF which is that II should /
guarantee the interest OF the complain
ants Good faith, one could almost say /
common honesty. require that ~ should |
make some effort 10 fulfill its onhsato"' /
and when the evidence discloses ihh1 /
Fisher H. the president Of the Manchester /
comuany: that he is the general manager
of the Electric company through "ipSe
copnfvanrc 10 occupies its present CONF
n,audfua u0sitiOn. that he was auie TO
assure the cOmplainants When lhty treat
ed with him that ne couN secure an
early meeting Of the Board OF directors
and ohtain q ratification or MS contract,
- - tbfs assurance was made good. !
ma ne is still in their counsels ana the
chief manager of their defence When the
record shows that the cohtroilihs MAORI
~ OF the Board of directors OF ne Man
chester company is composed OF oHiciais Of
~. t,ioctric COMPANY. when 10 is difficult |
=. discovor any reason why the Mdnches-
tcr company does not execute the bonds.
exceDf that the failure 10 execute them
-, excuse for the present the payment |
80 money by the Electric company. ana /
- AZ. see the Manchester company |
bera content to adopt and echo the an-
suer OF the Electric company. ana 10 /
ioin in every ground OF defence. IN many
~ which defenccs 10 can have no posslnl, |
conccrn. the conclusion cannot be avoided
that the Electric company dominates th' /
Manchester company and that h Is re-
sponsible for the present situation.
Tur coNcIrsfoS