New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1900-03-13

Z,
under the direction. supervision and management
MIR Carnegie and his codefendants say that Mr..
Frick did attend the meetings with regularity ana
company. but his time they allege. largely en-
ployed In attention his duties connection with
for placing the property of the association In the
HANDS OF promoters TO be aoated IN marketable
do question his ability and say they would be
rendered such impossible 1t is charged that Mr.
make personal matter of business differences,
giving way 10 violent outbursts of passion
The defendants state that he demanded absolute
power. and without II was not satisfied.
After January II, 1895, the answer recites when
was merely chairman of its Board Of Managers.
M no TO 60Sru sse
fsted. He sought and was refused an enlargement
was thought, would indicate lack of confidence IN
the president Of the association. The plaintiff II
powers, and the dscordant situation which deyel-
oped was largely due to Mr. Tricks dissatisfac-
of the association TO the president
II is denied that Mr. Sarnesie was actuated by
OF Mr. Frick as chairman, and Il Is stated that the
harmony in the interest," Of the Association. The
plaintiff was Informed by Mr.. Carnegie that he
had better resign for his own sake and TO avoid the
necessity of a refusal to re-elect him the APP
preaching annual meeting This. however, Il is
asserted was done in the kindlest spirit and after
all the acting members of the Board of Managers
nAo signed paper requesting Mr.. Erick resign.
The answer sets forth that Andrew Carnegie has
been member of the association since its original
Of @ per cent the f i. s eS ha
some of the members whose names affixed to
their interest in the association. and from time to
time new members have been admitted, who have
as pEfsSrned IN the ,ironelad agreement copy
Mr. Frick became a member Of the association and
which is printed ted as part of the answer.
II Is denied that Mr.. Carnegie controlled OF sought
10 control the action of his associate partners, al
[nouR4 owning at all times over 90 per cent of the
business experience many or all Of the partners
matters pertaining the business all times, but
MI caTnegie expected them all TO- and they did ex-
ercise their own judgment.
CARNEGIE'S CONTROLLING INTEREST.
IN excess OF 30 per cent rather from the necessity
members than from any desire intention his
part to hold controlling interest, and during all
negie was the sole man who never lost faith or
faltered in his belief that the city Of Pittsburg
Touching on the profits of the company and the
attempt to organize the stock company the answer
states that Mr.. Carnegie. while at luncheon with
the plaintiff and others connected with the COM
that the defendant and Mr.. Carnegie, under the
substantially averred in the ninth ragraph Of
pialntl1 S Dill such estimate however, being mere
guess at results to be ascertaned fourteen months
in the future, which then and still in
volved in great uncertainty
II is admitted that while the profits of the com
pany for the year were substantially as averred
to the difference between the sales and the actual
indicate the amount available for distribution as
dividends 1t is denied that the association has
assets which it could transfer worth $3.50 900 900.
and it is asserted that on December Il. 1899, the
books showed that the net value of the assets Of
mttees apponted TO Teyaiu4 the assets and IT the
values now may be taken the plaintiffs own
statement of their value TO his fellow members,
which during plaintiffs membership more than
fifteen settlements have been made with retiring
members or the estates of deceased members It
toward the piaintiff from his failure with othefs
10 1b,l I n OF option given by MI carnege In
paid for the property OF the association and the
on the basis of go for he 5000 of Ing
association and the remainder for the coke prop
erty. Mr. Carnegie receive for his interests
sloev0e" in bonds. and the rest, about $3.50 900,
Mr. Frck. It is claimed. has upheld and enforced
the so-called 'ironclad agreement" at all times OPP
70 make change in the original During ali iI-f The
geats Mr, FTlcR as me active agent Of the asso-
1ers under Its provisions. When partner was
informed of that fact generally by Mr.. Frick with
a statement that the company would pay for such
If not accepted voluntarily he would enforce said
terms This course continued up to the time Of
association, and he was the first to attempt TO
The terms of the 'ironcIad agreement signed by
Mr. trick his interest has been transferred the
for said interest according to the value as ii shall
! BOOKS
!yO ana as soon as the books are written up as of
that date the plaintiff will be furnished with a
dered him for the value Of his Interests said
amount being approximately 81 100000 II is averred
the valuation being on the same basis as all other
been settled for.
AMOUNT RECEIVED BY PLAINTIFF
During the membership OF plaintiff. in addition
/ TO an adequate salary paid him for services as
manager, he received or his said interest actual
DIVIDENDS IN cash. which not only repaid him the
sum of $50 200 which he himself paid for his inter
On Jaruary o4SS 1856 @ 81 a per cent
added IN settlement his proportions of the profits
fenasnts IN saw iha and and the de-
complain OF the operation OF contract which gives
| yolved no Investment Of capital by him and which
has already paid him, in cash, profits Of amos
The proposition made by Mr.. Frick to arbitratt
me value OF his interests is rejected because the
integrity OF the which the relation.
been densd snSe a deean # be
! such an agreement cannot be maintained II vii
"lhhrs organized upon the same plan 10 contlnu,
IN business, and by reason of the Importance ans
. of the ironclad agreement the defendants decline
Of Mr. Fricks interest. They do not regard Mr.
ii1n 3fer as being made IN good faith. and Wa:
JuS.! emitted 10 but Tor the purpose of evading his
entitled TO- It is denied that the association IL
under the exclusive control Of lir Carnegie bI
able 10 properly manage ana carry on the business
The defendants admit that the business Of the
association was while Prick continued a member
jeopardized by inharmonious relations of part
,niob h anu "a III III hece5slN ms enormous business
ton but they aver that there is reason why the
plaintiff should be permitted To repudiate his own
contract fairly made upon a fair and fun consd.
Grafton which has heretofore been observed in
good faith and without exception. by all the other
retiring members or said association and which
until II was applied TO his own case, was always
auHocated and supported by the plaintiff himself
not only as valid and binding contract, but as a