Richmond dispatch. [volume] (Richmond, Va.) 1884-1903, 1898-09-30
THAT RAILWAY CASE.
JUDGE sraoNroy HANDS DOWN
OPINION IN THE RYAN SUIT.
THE INJUNCTION is MODIFIED.
Four Important Points ms to the
Pooling Agreement of seabonrd
Observation-Disclosures sim Undc-
cided--The Restraining order.

Ryan against the Seaboard and Roanoke
Railroad Company. He says:
This case has been heard often on ex-
haustive argument, and needs no further
discussion. The original bin was fled in
order TO establish rights claimed by the
complainant and certain shares Of stock
Q5S shares in the Seaboard and Roanoke
Railroad Company purchased by him from
one OF the signers Of the pooling agree
ment and charged TO have been illegally
surrendered. cancelled. and transferred TO
Louis McLane, one of the Pooling Com
mittee. To give the complainant all the
rights Of his purchase. 1t is necessary to
set aside the pooling agreement, which,
he charged. was in itself invalid. and
which he also charged was being used in
perpetuating the control Of the present
administration.
THE CHARGES WERE GRAVE.
This control, II was alleged, was abused
70 the great detriment Of the stockhold-
ers. by the president, who made large
profits Illegally through firm Of which
he was a member, and II sustained in
power other officials who made Il serve
their own selfish ends. The charge Of
malpractice and fraud made in the bill
were so grave and the immediate neces-
slty for a change In administration so
urgent that in addition 20 the rule to show
cause restraining order was issued
upon the presentation and hearing, ex-
parte. the sworn statements OF the bill
Besides this. the malpractice charged
against the president and the other off,
Gals was Of such character that the
details were known only to those engaged
or concerned in It. discoverable only af-
ter an inspection of the books
OF the corporation. A master was
therefore appointed. before whom
such an investigation could be had
1t being apparent that the scope and va
lidity Of the pooling agreement was Of
the very essence OF the case, ii was evil
dent that the persons who signed this
pooling agreement and covenanted inter-
sese should be parties TO the suit. A de-
murrer TO this effect was sustained.
Thereupon the complainant Mas filed his
amended bill. in which, after stating the
impossibilities Of ascertainng the names
Of all the persons who signed the agree
ment he made certain of the signers.
citizens Of the state Of Maryland. parties
defendant as representatives as such of
their own interests as of that Of the
other signers in like plight with them
selves. And now he asks a continuance
OF the restraining order heretofore made.
and the presentation Of the proceedings
before the special master heretofore or
dered.
To this amended bill the defendants
n. c. Hoffman and l. X. Watts--inter-
pose plea setting force the names Of
other signers Of the pooling agreement,
Who. they avow, are necessary parties,
and who are citizens of the State OF New
York, Of which State complainant is also
a citizen. Therefore, they challenge the
jurisdiction Of this court.
press of engagements and absence
from my library prevent a decision Of
these grave questions after .he considera-
ton which they demand. They are re-
served for the present, and will be dis
posed or In supplemental decree.
THE RESTRAINING ORDER.
But the present pressing necessity Is.
whether the restraining order heretofore
In force, be continued. Under this re-
strainlng order no vote can be cast, rep
resenting stock in the pool, except by
tho stakeholder present in person, the
provisions of the agreement authorizing
the vote Of the committee and the alb
Fence OF the stakeholder to the contrary,
Notwithstanding. Under the same re-
straining order certain shares, alleged TO
have been purchased from several stock
holders OF the Raleigh and CASTOR Rail
road Company. the names Of which stock
holders appear in the order, cannot be
voted. either by the members Of the
committee Of the pool. or by any other
person.
When this restraining order was
granted the emergency was pressing. An
annual meeting of the corporation was
very near at hand, at which the officials.
including the Board of Directors, We're
20 DO chosen. II not restrained from
voting upon the stock controlled by the
pool organized for an illegal and corrupt
purpose. and on the shares charged 10
have been fraudulsntly purchased by the
Raleigh and CASTOR Railroad Company.
the administration charged with so many
and such gross abuses of power, would
certainly retain control This emergency
no longer exists. That meeting has been
held and has done its work. notwithstand-
Ing the existence OF the restraining order.
The old administration was retained.
Another annual meeting is approaching.
u is true. But is was admitted at the
bar that even II the restraining order re-
main of force the only possible result
would be failure TO elect, and the con-
sequent holding over OF, the present adj
ministratIon.
SERIOUS EXERCISE OF POWER.
A restraining order in anticipation of
the hearing on motion for an injunction
is serious exercise of power. 1t should
not be granted except upon the moral
certainty OF an irreparable injury II It
be refused. 1t should not be continued
when even 1t be made to appear that such
a result Is not imminent. This condition
OF things does not now exist here. For
this reason the original order will be
modified. The inspection Of the books
and papers will also be suspended. This
case turns upon the invalidity of the pool
ing agreement. IL that agreement be
valid, the complainant in this action
under these pleadings, has no standing
I'm court. AS at present advised. ] am not
prepared 20 say that the pooling agree
ment Is. or is not, valid.
With regard TO the stock which II is
said was purchased by the Raleigh and
CASTOR Railroad Company: For the pur-
poses Of this suit, and so far as all the
parties 20 this suit are concerned The
sale OF this stock has been so far ac-
complishe0 that the vendors have parted
with their interest in II. This Is alleged
In the bill. and, pro hac. admitted by the
demurrer. OF course, the admission
binds only the parties demurrlng. 1t is
their admission for the purposes OF the
case. The restraining order. therefore,
binds all tho parties TO this case. None
or them can vote this stock. but II
can bind no one else. IL was con-
tended that the vendors of this stock
were necessary PARTIES. This was denied