New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1897-03-23
THE SUGAR TRUST WINS.
NO RECEIVER FOR THE wooLsoN SPICE
COMPANY.
THE COMPANY HAS RIGHT TO SELL COFFEE
AT A LOSS If 1T ACTS IN GOOD FAITH
ONE MONOPOLY IN NECESSARY OF
LIFE AS BAD AS ANOTHER


Toledo Ohio March 22-Judge Morris to-day
handed down his decision In the petition OF Ar
buckle Brothers of New-York. and Thomas j.
Kuhn Of Cleveland. for receiver lor the "oo'so''
Spice Company The temporary order restraining
the Woolson company from making rur'her ieuu.
tions in the price Of coffee is dissolved the app
cation FOR a receiver denied and the defendants oe
murrer ovorruled The Arbuckes and kuhn nieo
the petition as minority stockholders. Judge MOT
ris. in discussing their rights In the premises say
Grievances real and substantial must exist uo
interference) and before individual stockhoioer
can be heard he must show that ne mas eHhauS'."
all means within his reach to obtain wHn'h vic
CORPORATION tho relief he DESIRES" Concerning 'he
allegation of the petitioners that the Nooisoh No
panys stock purchased by Herman Sei'o
for the American Sugar Refining company ''o
Judge says: .,
at is oviden, that the Toledo stockholders so'a
under the supposition that the American sugar
Refining COMPANY was the purchaser. IN ahtcipd-
ton that coffee would be inausura'eu u"'
q search of the record in this case does not ois
close competent evidence showing single aoi's
sion on the part OF any authorized 10 SPEAK
for tho purchasers TO the effect that this Stock
was purchased in the interest Of the American
Sugar Refining Company. In fact all OF these iie"
(the siockhOldersl. with ono exception oenE ''a'
anything said on that subject py any one iep
Tesenting the purchasers
IN regard TO the contention that the "ooiSoh
companv is without a Board of Directors or n gov
ern.ng body the Court holds that the directors.
with one exception retained at least one snare oi
etock and that each has ever since held H. Inc
opinion SAYS further: Except that the desires OF
Mr. Scilcken representing the owners OF the stock
sold through him III O. Havemeyer and his associ-
ates) seem TO have been respected in determining
the price ~ which coffee should be sold ana IN
other respects and a more vigorous and aggressive
policy has been adopted I'm the conduct OF It's busl-
ness the Woolson Spice Company is now conducted
substantially as IT was before the sale. In view of
this the question whether the company is selling
its product loss is not a matter Of much
importance at this time. The matter OF the price
at which ~ ma.-seiii its coffee is strictly one per
tanning to the internal management. and so long
as they act in good faith. will be left to the dis
erection the Board of Directors. or to whom they
may think proper 10 intrust with matter of this
kind"
AS 10 claims of the plaintiffs that the real in
tent of the purchase of the stock was TO use the
Wooson Companys product to compel the Ar
buckles to keep out of the sugar refining business.
the Judge observes: This simply that the in
rention of the buyer to put roasted coffee upon
the market in such quantities and such prices as
would under the laws of trade. take from Arbucke
Brothers the business which Heretofore they had
been able to hold by of their ability 10 die
tate the lowest price which roasted coffee should
be sold 10 consumers and thus make Arbucke
Brothers either concede TO the American Sugar Re-
fining Company monopoly in the suGa: business.
or submit 10 a possible destruction of their own
monopoly of the coffee business Now. monopo-
ly OF necessity OF modern life is entitled to more
consideration than another. out how such purpose,
though entertained by the controlling stockholders
misuse Of corporate power in the sense cOntended
for by plaintiffs when the legitimate objects OF the
companys creation being accomplished the
same time is difficult TO understand. Nor DO i see
that an agreement of the minority stockholders 10
sell the product OF the corporation for time such
price to drive competitor out OF business VIII
make the corporation unlawful conspiracy
against such competitor and all parties connected
Herewith personally liable to MIN for damages for
his actual loss. enttle him TO appeal to court
of equity 10 restrain threatened injury of this kind.
A competitor for public favor in disposing of his
must bow TO that law of trade that allows
ordinary course of business such terms he
III Courts OF justice can take no notice of injuries
OF this character
In conclusion. Judge Morris says: 1.-The only stand
ng which the plaintiffs have in this is that Of
stockholders seeking the enforcement OF their right
20 have the corporation controlled 10 work
out the purposes prescribed by its charter. Any
interests that the plaintiffs Arbuckle Brothers
may have IN the embarrassing business. except
owners OF The stock in the Woolson Spice Company,
are foreign TO this controversy"
Herman Seilcken who engaged by the Sugar
trust manager of its coffee business said: THE
court did The market price of No. coffee to-day
IS 81 cents pound. and it will proba bly, go n great
deal lower. There will be no compromise with Ar
want to begin refining they welcome TO
do so. II they make any money at IL under the
Dinghy bill. they are quite welcome 10 do so"
Raiiroa6s.