Richmond dispatch. [volume] (Richmond, Va.) 1884-1903, 1898-09-14
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of the court, to be suspended or modi-
fed or TO be enforced If these ends
could be subserved in any other way.
With regard TO the objection TO the bill
for want of equity. Judge Simonton holds
that Il is not well taken. The jurisdc-
ton of the court has been sustained be-
cause It seeks to recover a certificate Of
stock charged TO have been fraudulently
surrendered by Louis McLane for can
collation.. The bill prays that this can
collation. be declared Illegal; that the
cancelled certificate be restored. the
rights OF complainant therein recognized
and established the substituted certh-
cate declared null and void. All these
modes Of relief are within the peculiar
power Of a court Of equity, and cannot be
had in court Of law.
OBJECTION TO VALUE NOT VALID.
The objection as TO the value of the
matter in dispute is also Judge Slmonton,
saws. not well taken. and after reviewing
the transaction he sums up: 1.-THE pos
session and control of this certificate,
therefore. involves the title to 153 shares,
par value. sl5,300."
The demurrers. for want OF parties,
raise grave questions. says Judge Simon
ton. and In reference TO the pooling
agreement referred 10 in the bill, he says:
Now this agreement was made by each
son. each for himself and his personal
representatives. The consideration was
for our mutual protection 1t was to be
binding on each one, unless three-fourths
OF the stock I'm the pool consented to re-
lease the person. Every signer, therefore,
has direct. personal, immediate interest
I'm the validity and construction of this
agreement. Every one who has observed
its covenants from it's date has the right.
II f. be valid, TO enforce and maintain
II. And under the familiar rule I'm equity
that all persons I'm interest must be par
ties 10 the suit, each signer OF the paper
must be a party i'm person or by repre-
sentation. AS they must, In the nature
OF things be numerous. they can be repre-
sented tfe one or more persons in the
same plight and interest as themselves.
They are not parties in person 10 this
suit"
THE PRINCIPAL CONTENTION.
II is contended that inasmuch as Messrs.
McLane. Watts & Hoffman are among
the signers of this pooling agreement,
they can and do represent the others,
whose names appear to 1t. But the pool
ing agreement is attacked and sought
TO he invalidated because of the wicked
and fraudulent purpose underlying 1t.
| More than this, it is charged that the
sole purpose of the stockholders who went
tages of a pending offer of 1925 per share
for their stock, and that owing to the
| fraudulent practice of these persons they
| were inveigled into putting into their
J hands an absolute lease OF power for
| five years 1t is said that Messrs Watts
McLane. and Robinson are committee
to represent thee spool, but their agency
| is limited and qualified.
| 1t is said, however, that the complain
xvhn N
| and that such information has been re-
| fused 10 him by Mr.. McLane. 1t does
not seem clear that he had right to
| demand or that McLane was bound to
| furnish him this information. There Is
no priority whatever between them. He
| denies absolutely the validity of McLane's
| connection with the pool, the legal eX-
| lstence Of the agreement, its obligation
upon Cook or himself. He makes the
most grave charges against Mr.. McLane,
| and seeks this information 10 establish
his charges. Mr.. McLane objects TO the
| absence OF these parties. not from any
| supposed connection with himself in
| interC ST.
THEIR INTERESTS HOSTILE.
On the contrary, the bill itself shows
| that the interest of McLane Watts, and
| Hoffman is not only at variance with, IL
| is hostile to and destructive Of the inter-
est Of these unknown signers. II COM
| plainant wishes 10 make the persons in
| the pool parties. either individually or by
] representation. he must do as all litigants
| do-make enquiry and discover them. The
persons I'm the pool, or Some representa-
| tives of them. are necessary parties TO
| this suit. and this demurrer is sustained
| This conclusion necessarily modifes the
| restraining order, so far as IL relates TO
| the voting the stock in the pool.
DEMURRER NOT WELL TAKEN.
The demurrer because OF the absence
of the parties who are alleged to have
sold their stock 10 the Raleigh and Gas
ton Railroad Company, is not well taken.
| The transaction revokes all authority
heretofore existing from the vendor, and
the restraining order in this respect must
! be continued.
The next ground Of demurrer Is that the
bill Is multifarious. This objection is re-
scented by Mr. Hoffman and by the Sea-
board and Roanoke Railroad Company
They both Of them dsclaim any connec-
| ton with the pooling agreement, and deny
| the right Of the complainant 10 draw
! them into the controversy. This suit has
| been sustained because ii seeks TO obtain
| possession of and 10 remove a cloud on
| the title OF a piece Of personal property
within this district. incidentally to the
/ removing Of the cloud on the title comes
I'D the question as TO the validity OF the
pooling agreement under. which Cook, the
vendor of the complainant, agreed not to
sell his stock. and under which he invest
ed Messrs Watts. McLane and Robin
son with its voting power, in case or his
absence To afford the complainant the
attainment OF his object the president OF
the company must direct the return Of
! the cancelled certificate, and must issue
| the new certificate. and the decree must
| go 10 him also He being the president,
| he is a proper and necessary party 10
| the suit. The demurrer on this ground
| is overruled.
NO BAR TO a FEDERAL SUIT
The opinion then goes into the inyesti-
| CATION of the plea Of tendency set up by
| tine defendant. Louis McLane. and Judge
! Simonton holds that the tendency OF
suit In a State court is not necessarily a
bar TO a suit in the Federal Court be-
| tween the same parties. The Court or
| ders that the complainant have leave, II
| he be so advised to amend his complaint
| so as to make the signers of he pooling
agreement or some representative or rep
resentatives OF them parties to the suit,
| and further that the proceedings in this
cause I'm this court be stayed until the
! proceedings in the Circuit Court OF the
| United States for the District or Mary
land. between these parties. be deter
mined in any way.