Delaware gazette and state journal., 1896-05-07

officers OF The board into discradlt with
tue brewing company's customers and
TO have encouraged some of the EN-
playes to ds9bey the proper orders OF
their supsriors
1t IL Further alleged that the Trust
company through it's representatives,
has insisted upon holding stockholders
meetings, one closely succeeding the
other at which there has been great
disorder because of attempted viola
tons, 10y the Trust cumpany's represen-
tativos, of the Brewing company's by
laws for the apparent purpose Of SO dis
crediting, disgusting, AMI outraging
tho officers or the majority of the direc-
tors that they would retire from the
board and from tho management of the
company and allow the Trust company
10 work it's will.
Section Ii of tho bill is as follows:
THAT under the domineering and die
tatorial methods of tho said defendant
Trust company, it 10 practical i'm
possibility for self.respecting men
TO continue to direct the business and
affairs of the said brewing company,
and it is only because of the great no
cuniary interest your orator, John q.
Hartmann, has in the said brewing
company that he has not long ago re-
tired from taking part in its man.
agement
1t is alleged that the business OF the
brewing company will be greatly in
jured or destroyed unless the Trust
company withdraws or is dismissed
from its fiduciary relations and control
of the stock. IL allowed to continue
unhindered, utter ruin must necessarily
result. The Trust company is criti
cised for the declaration that it would
vote the stock held by it without con.
sulting with the beneiiciaries for whom
the stock was held. 1t is averred that
the Trust company procured the resig
nations of the general manager and the
bookkeeper Of the brewing company in
order TO Interfere with the operations
of the company as greatly as possible,
The officers of another corporation are
held to be unfit and incompetent to
manage the busincB5 Of such corpora
tion as this brewing company. The
Trust company, by violating and at.
tempting to annul the by laws of tho
brewing company, is alleged to b&ve
4 discredited the company with its Gus.
| toners throughout the city. If allowed
to continue such acts will of necessity,
50 it is alleged, bring tho company into
the hands of receiver.
The orator pray for tho removal Of
the Trust company as trustee, that it he
restrained from interfering with the
management of the brewing company
by the board of directors, and from
interfering with the business of tho
company; that it be restrained from
voting stock to change, dismiss or add
to the present directors of the company,
or to annul, abrogate, repeal, change or
amend the bylaws, unless it shall first
consult with the beneficiaries of the
trusts and ascertaining thcir wishes,
vote such stock accordingly.
THE TRUST CoMPANY's ANSWER.
Tho Trust company filed its answer
in the court of chancery yesterday. Ii
is voluminous document covering
over 10 type written pages. The Trust
company SAYS that none Of the heirs. at
law of John Hartmann, nor anv person
or persons whatsoever Interested in the
distribution of his estate under his
will at any time questioned the validit,
of said will, or offered any oppositioI
whatsoever to the probate of the samt
or to the granting of letters tesla.
mentary thereon TO tho Trust company.
The Trust company admits that tie
directors Of said brewing company
are five in number: viz: John q.
Hartmann, who is president: Charles
Fehrenbach, who is vice president. j.
George Fehrenbach, who is secretary
and treasurer; Charles a. Schaefor and
John $. Rossell, and says that at the
time Of the deathnf Joan Hartmann in
1870 the four first named persons were,
and had been for some time pfioi
thereto, directors of said rnmnanv,
That after the death of John Hartmann
an examination WAS made into thu
affairs of the brewing company whici
showed great financial embarrassment
; and condition approaching in
solvency. That the Trust company.
holding the majority Of tue stock o
the brewing company. consented I,
!, continue AS directors JOHN q. Hart
maGn and Charles n. -Chaefer, NJ
representatives Of the Hartmann family.
J lSchaeier being the father III laW b
|. llarnuannJ, and Charles Fohrraharl
ana J, George Fehrcnbaeh aa rerrr
sentatyrs Of the lohrenbach family,
Te1Cryng for itself only one director
> Jchn 5. itussa!l. That this arrange
! ment WA a@reei to upon tho condition
mat The brewing company autAdgiIi
the appointment Of an officer to h,
: known as general manager, " Who wa,
to be chosen annually 10y the stock
holders ana shnull have full charge ant
cualfol over tic business of tho com
pany' and that at tbe annual meetin.
! Of l.'D a by law creating the Office o
| general mNDE9rr was aiuptOd by tbt
+ votes uf all the stpciihnldets,
| II appears from The Trnst company
answer tnat tho brewing company con
! tinuetl 10 be m hamtd through III
t general manager until short time ago
+ In Dcepmbrr last controversy arus
| among the directors in regard to a con
4 tract for lnait mntir with Mr.. Schaefef
+ j. George tenrrnUuch, who has no
attended the mrelinga og ihn board "a
8 about three wears PRIOR 10 said con
o troverfN attended this meeting. and Il
, subsp4Gant Meeting Was elected sacre
q tAry and treasurer Of tho company I
: take tic place Of George II. BanmQnn
K removed, hv his own vote llehron
Il bach 4 and those Of John g. Hartman,
g and Charles ~. aehaufor, in onppai
@ tiDn Of lbs votes of Charles Fehrnn
! bach HHl John s. Eussell Sarion
trouble in tho management of th
q iUMIs company nuw bcgan. Th
time appointed for Mr Baunann's re
Il tlremrnt was February lat On thi
) date as the answer states, Charles {
y Kurt general manager having a
" suitable person uurter Lia rmpluynnr
/ aud direction whom hc could sainmo
m to bis assistance in the diHuhaTgo ,
Il his duties rs general manager, an
N being FULLY authorized and rlApaworr
@. ty the hy-law creating the Office {
"a general mnuagrr q emplny ana al.