The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1898-06-28
AN INJUNCTION GRANTED
Against the Officers of the Bos-
ton g. Montana Company.
BUT DENIED A RECEIVER
The Plaintiff Required TO Put Up a e25.-
600 Bond-Application for a Re-
ceiver Not Warranted by
the Evidence.

JuuEC NldllCl 1t6NCA1ag AAaat an u
der granting a temporary injunction in
the case Of James Forester n John
MacGinniss against the Boston & Mon
tana Mining company and its officers
to prevent a stockholders meeting
called for the purpose of transferring
all the property of the company to a
new company incorporated under the
laws of New FORK. The application
for the appointment of a receiver was
denied because IL was not warranted
by the evidence and would do much
damage to the stockholders. The court
required the plaintiffs 10 put up a
s25, 600 bond. The courts opinion and
order in the matter in full is as fol-
lows:
From the pleadings in this case and
from the evidence, ii appears that Mr..
Forester and Mr.. MacGinnniss. the
plaintiffs, own two hundred l200)
shares of stock in the Boston & Mon
tana company. organized under the
laws of Montana, and IL also appears
that the Boston a Montana company,
organized under the laws of Montana.
has made some sort of contract or pre-
liminary arrangement under which II
intends to transfer all of its property
~ aaCNhhC - -" tha.NA 49,
laws of the state of New York.
Il have considered the authorities in
this case, n the court Is of the opin-
ion hat the arrangement and change
which IL admits IL intends to make and
transfer all of it's property to a new
company under the laws of the state
of New York. l have considered the
authorities i'm this case and believe that
the arrangement which is being at
tempted to be made by the manage
ment of the Boston & Montana com
pany is not on such terms Inc condi-
tons as are proper under the laws Of
the land; and my reasons in brief are
as follows:
'First-It is not proposed to make an
actual sale of the property of the old
Boston & Montana company, and IL IL
only proposed TO effect a kin of re-
organization, which does not. accord
ing'to pleadings and the testimony in
this case. appear to have been justified
or necessary, except for the fact that
certain stockholders of the old Boston
& Montana company find il to be in
convenient to come to the state of
Montana to vote at a stockholders
meeting.
"Second-Because the plan which is
proposed. according to the pleadings
and evidence. shows that no actual
sale for anything of value is intended
to be made, but the character of the
transaction appears TO be merely an
exchange.
"Third-Because there is nothing in
the answer or in the evidence that
shows h a the old Boston Il Montana
company is to receive any benefit what
ever from the exchange. The benefit.
If any, is not to be to the company,
but to some individual stockholders
who find II inconvenient. il seems. TO
come out West TO Montana and vote at
the elections of this company.
This court does not believe that any
right of any stockholders-even though
it might be a technical right, should be
violated merely because some other
stakeholder might. from such a viola
ton, obtain a personal benefit or be
relieved from an imaginary or real in
convenience.
THE answer and the argument which
are made by the defendants appear to
me to show that the old Montana COM
pany is to be destroyed without any
good reason in law. and that the new
or intended New York company is TO
be resuscitated or resurrected from the
ashes of the old Montana company
without any necessity whatever. 1t
appears to this court to be much like
what the New York supreme court has
said, "a burial in Montana for the sake
Of a resurrection in New York with
out any necessity for a funeral. be-
cause the Montana company has many
years yet 10 run under it's old charter,
and seems. according TO the pleadings
and the evidence. to have been in the
past and now a very prosperous COM
pany.
This court does not believe that un-
der the laws of Montana il is possible
for a corporation. which has no eX-
press power by its charter. to sell its
property for the stock of another com
pany. If any stakeholder or stockholders
should object.
THE defendants agree that the bust
ness which the Boston & Montana com
pany can ngage in is about as IL is
described in the plaintiffs complaint.
and it appears to this court that the
authorities and powers the New
York company has are far in excess OF
those which the old Montana company
could exercise.
This court is of the opinion that un-
der the charter of the New York com
pany almost any kind of business
could be engaged in, and undo the
articles of Incorporation of the Mon
tana corporation. l think that the pow
ers are very much limited and that the
company could only engage in the min
ing business, or in such business as
might be considered as being reason
ably necessary to run a mining bust
ness: and IL is believed by this court,
therefore. that IL this plan which the
defendants desire to carry out IS al
lowed to be carried out. some fur
Their obligations or responsibilities will
be imposed upon anybody who goes
into the new corporation by taking
stock in IL.
The defendants have said that this
suit by Forester and MacGinniss Is