The morning times., 1897-03-07
HUTeHINS VERSUS CONN
The Facts in the Matter Of the Suit Be-
gun Yesterday.

| rescinded; and TO this action Messrs. Jack
son II. Ralston and Frederick L. Siddons,
as trustees in the sale, have been made
parties defendant with Mr. Conn
| on the date mentioned, Mr.. Conn sold
| to Mr. Hutchins 9,328 shares Of the cap.
ital stock of The Times Company, which
Mr.. Conn represented to be, and the record
showed to be, a majority of all the stock
of the company which had been issued
| up to that time, or that there was any
legal obligation to issue. For this stock
Mr. Hutchins paid 100000 10y giving to
Mr.. Conn certain real estate of that value,
and he also assumed to pay SIG, ,666.66 of
company debts for which MI Conn was
/ personally responsible, and he guaranteed
this promise by giving to Mr.. Conn trust
deed on certain q street realty In ad-
dition to the 1928 shares Of stock, Mr..
Conn gave to Mr.. Hutchins promissory
| notes issued by the company to himself
for advances to the company, amounting
| to $120, ,S96.S3, secured by a trust deed
on the property, franchises and good will
| of the corporation.
The bill further states that the charter
for the Washington Times Company was
| granted under the laws OF Virginia 10 Mr.
| Conn and five other persons, on June 1s,
1894, the capital stock being fixed at
| $4,000, in shares of $40 each. Mr.. Conn
was president OF the company, and held a
| majority of the stock. Afterwards the
capital stock was increased to $3.50 900,
Hutchins were issued to him, and the
trust deed for 81 90, $50 So was given to
him for the advances referred to above
| Mr. Conn, so the bill states, and the
| record does not state anything to the con-
trary, Informed Mr.. Hutchins that S,T1o
| shares of the capital stock were at the
time of the sale, in the treasury of the
| company. or had not beenissued; that GER
| tain cijizens held SIP shares; that certain
| merchant patrons Of the company had re-
ceived 6,135 shares Oh account Of adj
vertisement contracts; that the shares sold
| by him to Mr. Hutchins represented a ma
| 1ority of the stock of the corporation;
that 6, 1875 shares, In the hands of merchant
| patrons, ana 81 900 due the company on
| advertisement contracts We're material as
sets; that the contract by which merchant
| patrons OF The Times had obtained 8, 1875
| shares of stock was made after the i'm
| crease Of the capital stock to $3.50 ,oG0,
and that the said patrons were to De paid,
out Of said stock, 81 thereof for every
| 81 OF advertising done by them
| The bill further shows that Mr. Conn
refused to permit an expert examination
| of the books Of the company, and sub
rnitted for inspection an imperfectly kept
minute book, ana agreed TO be bound by
the statements made by him concerning
the condition, Of the stock and affairs
| Of tie corporation Relying upon the in
formation thus obtained from the min
| ute book and the statements made and
ASSURANCES given by Mr. Conn, Mr Hutch
| ins made the contract under which he
| obtained the Conn stock. But, in con
| tradiction of the statements of Mr.. Conn
Mr.. Hutchins has learned that in April,
1895, MI Conn. as president Of The
| Times corporation, entered into the stock
| agreement with the merchant patrons Of
| The Times, when the capital stock amount
| ed to $4,000 only, and not, as rep
resented, after September IL. 1895, on
| which date the capital stock was in
| also learned that the merchants to whom
the 6,135 shares OF advertisement stock
| has been issued claim that they are en-
titled under their contract to receive "a
| proportionate increase of their stock upon
| the increased capitalization that is to
| say. that they are entitled to receive
five times as much stock as Mr.. Conn
| stated they We're entitled to receive
Admitting the Justice OF this claim, under
| the facts as stated. Mr. Hutchins shows
| that there is not enough undisposed stock
| in the treasury, or unissucd, to satisfy the
| demands Of the merchant stockholders; that
| if the stock that may yet be issued should
| be issued, he would be minority stock
| holder and would, therefore, no longer be
! able to protect his property and interests
| in accordance with the agreement with
and assurances OF Mr.. Conn: that, under
| this statement, it appears there has been
an over-Issue of stock made in some way,
or that Mr.. Conn has misrepresented the
| facts in the matter OF his agreement with
| MIR Hutchins, to the great pecuniary in
| jury, not only of said Hutchins, but also
| Of the merchant patrons of The Times, with
whom the advertisement contracts were
made, and who now, in assertion of their
claim to receive an increased amount of
stock, refuse to pay many thousands of
dollars due from them to The Times Com
pany.
Upon this statement, Mr.. Hutchins prays
| the court to annul the contract made be-
| tween him and Mr.. Conn, and require said
| Conn to take back his stock and reconvey
to said Hutohins the property received by
him as consideration therefor, and also
| to deliver to said Hutchins certain notes,
etc, given by said Hutchins to said Conn
as a guarantee that said Hutchins would
discharge certain obligations of the COM
pany for which said Conn was personally