The times. [volume] (Richmond, Va.) 1890-1903, 1900-01-16
.SEABOARD AIR LINE
GETS THE DECISION.
Continued From First Page.

UElO tnE1 UCUiOlUN,
Continued From First Page.
and those acting with them, in reference
to the three railroad systems sought to
be brought into consolidation, are such
as to make said Williams and hidden
dorf and the present Representatives OF
the majority Of the stockholders in tbs
said Seaboard and Roanoke Railroad
Company improper persons to act in thai,
capacity; that their duty, as officers OF
the Seaboard ana Roanoke Railroad Com
pany is entirely incompatible with that
of directors aud mana gers OF the Georgia
and Alabama Railway and the Florida
Central and Peninsular Railroad Com
pany, and controllers Of the syndicate
owning said roads, it being manifestly
to the interests, as complainant Claims,
of the two last-naned roads to become
a part Of the valuable Seaboard AIRLINE
System, controlled and owned, as he
claims, by the Seaboard and Roanoke
Railroad Company, and that they, said
Williams and Aliddendorf. having COM
bined to constitute themselves a majority,
in order to control the said Seaboard and
Roanoke Railroad. Company as they see
fit, are. for all purposes, the corporation
itself. and assume the trust relation oc-
cupied by it to its stockholders. In sup
port of this position, complainant CITES
among others, the following authorities:
Erwin rs. Oregon Ry. & Nav. Co, q i.
R., 625; Farmers Loan & Trust Co. VS..
n. Y. & n. II. Ry. Co, $50 n. Y. 40. go.
It should be borne i'll mind that the case
is not now being heard upon its merits and
no intimation is intended to be expressed
herein upon any question of law or fac1
properly determinable at that time. The
only matter now to be considered is
whether proper case has been made for
granting an injunction upon either of the
two grounds urged. TIE rights of the par
ties ultimately will in no manner be al
fected by either granting or refusing the
injunction. New Memphis Gas & Light
Co. VS.. Memphis, y F. r., 953; Hoyden VS..
Hotel Co. &C., AZ T. r., $40; Busklrk VS..
King, 25 Z. S. App. COZ.
The principles Of law controlling at a
hearing on its merits are different from
those applicable to this motion. 1t may
be conceded that minority stakeholder
has the right to seek the Intervention OF.
a court of equity against the acts OF a
majority when such are ultra wires. fraud
ulent or Illegal The measure of relief
afforded will, OF course, depend upon the
facts Halves VS.. Oakland, 104 Z. s., 4o0;
Shaw rs. Davis, ct al, IS Md. sos, SIG.
SHOULD BE REFUSED.
Whether or not an injunction should De
awarded is a matter addressed to the
sound discretion Of the court and in Its
exercise all of the circumstances must
be taken into consideration, not only the
damage that may arise to the complain
ant by reason of its refusal but the damage
likely to result 10 the defendants from
its issuance. If there is greater likelihood
Of dana SO from the latter than the former
the injunction should, as a rule, be retus-
ed O1osters Fed. Prac. Sec. 233S. and cases
Cited).
ON the first ground on which the inlunc-
ton is sought, C nl!lainant insists that the
ctar!er of the Seaboard and Roanoke Hail
road Company does not authorize It's
merger with eny other company, and
therefore, in the absence of an act OF the
Legislature, the contemplated consoiua-
ton cannot he entered into by that road.
and that all acts and doings Oh the part
of said company and its officers to that
end should be forthwith enjoined. In an
swer to this contention respondents admit
thar no authority exists for the proposed
consolidation. and moreover, say none IS
contemplated by them. Complainant IN
sists. on the contrary, that every act OF
the defendants indicates determination
to effect the, immediate consolidation OIL
q the roads as soon as authority can pe op-
tanned from the Legislature of Virginia,
and that unless the couIc intervenes at
this time the authority will be given ana
such action taken before resort TO Inc
court can be had. However #apprenenslHe
complainant may be, it does not appear
that such an emergency exists as would
warrant the courts interpOsition by the
extraordinary remedy of an Injunction. II
no authority exists to consolluaue. anu
this is conceded, then. the merger cannot
lawfully be entered into and no damage
II j,1n nj, n
sustained by the complainant as be result
of the defendants effort to do a vain thlns.
TO Grant an injunction in anticipation OIL
a Dossib!c injury to arise under a law that
may never be passed is, to say the least,
unusual What comp. aintant nights may
be. and what relief should be a1fJrc'ed nun
In the event Of the passage OF s'icii q law
as he contemplates. cannot now pc altiei ,,
rated Many questions may. anu IN al al
probability will. then arise that are NO"
foreign 10 this case upon the present con-
sdi;ion of the pleadings. The power Of the
Legislature to act the effect of the law as
nassed. the character of the action taken
the co,rpetency of those actions. the pona
sfidess Of the acts performed ana many such
ali,-a considerations would then have to pc
taken into consideration.
The second ground on which the M
junction is asked to enjoin the sale and
transfer OF the ScSSu
dred and twenty-five O,A22) shares OF
stock in the Raleigh and Castor Rail-
road Company, heretofore held by the
Seaboard and Roanoke Railroad Com
,,a,,S. presents different and somewhat
more difficult question.
SALE A BONA FIDE ONE.
Complainant insists that the sale OF
this5 stock to Nftddendorf, Oliver y
sco.swas but a part and parcel OF
. scheme OF the defendants to maint ain
control of the Seaboard Air Line Sys-.
TEN IN order to put It into consolidation
with the other two lines mentioned. aid
shat the sale was intended. and Its effect
was TO reduce the Seaboard and Roanoke
Railroad Company from the position Of
the dominant corporation in the system
10 merely one OF the subordinate roads.
and to give the Raleigh and CASTOR
Railroad Company, in which the CONS
Enlairant owned but a few shares Of;
stock, the superior position heretofore
occupied by the Seaboard and Roanoke,
Ratlroad Company. The reasons for
this sale and Its legality cam only sbei
settled when the case Is determined on
its merits For the present 1t & may be.
said that the d efendant vigorously deny
the motives as cred ted To- them by The;
complainant, and rs insist thai 4 Id
rea son existed for the disposis ion of the!
stock. and that The price obi lnsd fog i