The Houston daily post. [volume] (Houston, Tex.) 1886-1903, 1900-07-26

transaction. not to the shadow. and 1t IS
one of the highest principles OF our law
that a thing shall not be done indirectly
which is forbidden TO be done directly.
An individual can have his every act
which smacks OF subterfuge subjected to
scrutiny under a proper allegation oe
fraud. Is a corporation exempt from tie
application of such a salutdry prime. pie?
Is your excellency prepared to say that
the district court OF Travis county which
issued the Injunction against the Waters.
Pierce OIL company would be without
power to enforce it against the Walers-
Pierce Oil company now openly Goirg
business in this State If 1t be shown that
it is in sub---qce and in fact the sane
Waters Pierce OIL company enjoined aud
restrained?
| know the nature of a corporation ia an
abstruse one, but 1t was not originally
designed as a cloak under which most
glazing frauds might be committed with
impunity. The most reckless criminal II
he escapes from prison, has enough re-
spect for the discerning judgment of his
Fellow man TO take an alias, but the
Waters Pierce Oil company failed to give
even this slight testimonial of a decent
regard for the prophecies of civilized life.
Some contend that doing business under
the name of the Waters Pierce Oil COM
pany would constitute such prma facie
case as to shift the burden of proof and
cause the company to show that it was
in substance a different corporation from
the Waters Pierce Oil company against
which the Injunction issued, but waving
this question, suppose it was shown to the
court upon proper allegations. that as
soon as the supreme court affirmed the
judgment of injunction the enjo.ned COM
pany began negotiations with the State
officials, lookig to the evasion of the force
of that Judgment that the mandate and
writ were held up twice at their special
instance and request, that it was finally
agreed that if they would dissolve and re
incorporate that a new permit would is
sue, that without any other reason for dis
solution than the evasion of the injunction
the Waters Pierce Oil company did by
mutual consent dissolve on May IS. 1900.
that on the next d3y the same parties
chartered the Waters Pierce Oil company
/ that the corporation chartered had the
/ same capital as the one dissolved, that the
capital stock of the new corporation WIS
/ divided among the stockholders just as the
| stock of the dissolved corporation was
! divided, that the business carried on by
| the old company did not vary from the
| ordinary routine one iota between the
| time the old company was dissolved on the
2Sth of May, 1900. and the time the new
| company was chartered on the goth Of
! May, 1900, that the officers of the old COM
pany We're elected to the same offices as
| the offices of the old company, hat the
accounts with debtors and creditors were
continued by the new company Just where
! they were left off by the old, that he
same books snd papers, stationery and
Office utensils were used by the new COM
| pany as had been used by the Old COM
pany that the same clerks employees and
agents were used by the new company as
had been used by the old company, that
the combination on the vaults and safes
as used by the new company are the same
as used by the old company. and n charge
Of the same persons. that the same con
tracts with railroads, storage and dray
companies are carried out for and by the
new company as were held by the Of
company. that in accounting to stock
holders for dividends no change is made
by reason of the change OF charters but
that a portion of the time under the cid
company Is added to a portion under the
new company to make up the quarter, that
the same contract snd relations existing
between the old company and the Standard
OIL company exist BETWEEN the new con-
pany and the Standard Oil company an
that without any new or different agree
ment, thst the same oil, tanks, horses
by the new company which we're used y
the old company do you think a court
would hesitate to say that the two r
porations We're in substance and in fac
the same and that the dissolution Of The
one on May 2S, 1900, and the incorporation
Of the new on May 20. 1900, was a mere
subterfuge and fraud and Intellectual as
avoiding the Judgment Of the court
In conclusion I desire TO tender TO youl
excellency and to the State through yoI
my services free Of charge and assur
you that II you deem II advisable to ar
cept them / will Immediately upon reeeip
Of authority from you, either alone or II
conjunction with whomsoeyeF you mai
name, take the proper steps. TO bring M
matter to the attention Of The court VIZ
a view to vindlca.ng the law which hal
been psrslstently outraged. and which y
nv opinion. is now being held in oper
with great respect, am your ooedten
servant y. a. McFalL
PIeased with Burgess
| Iulv 1A.-Ile demo-