Virginian-pilot. (Norfolk, Va.) 1898-1911, 1900-01-28

1hueeu, tne elasticity and expansive
ness Of the statute of Georgia, permit
ting merger and consolidation Of rail-
. roads, is probably not surpassed by
that of any State in the American
. Union or elsewhere. 1t Is found In sec
ton 2199, OF the Code, which is as fol-
lows:
Amy railroad company Incorporated
under the provisions of this article
shall have authority to sell, lease, as
Sign or transfer its stock. property and
tranchise- 20, or consolidate the same
with those of any other railroad com
i pany Incorporated under the laws OF
this or any other State or of the United
. States, whose railroad. wfthin'o or with
out TINS State, shall connect with or
form continuous line with the rail-
road Of the company incorporated
under this law. upon such terms as may
be agreed upon, etc"
Nothing can be added to emphasize
the unreserved powers Of this express
Legislative grant.
Nor Is it properly maintainable that
because the defendant. John Shelton
Williams, occupies the position of n
member of the voting trust. president
OF the Georgia and Alabama railway
and president of the Florida Central
ana Peninsular Railway Company, that
the merger or consolidation brought
ABOUT through his instrumentality
snould be now eDjoined. The Circuit
Court OF the Eastern district of Vir-
sinia likewise decided this question.
The fact, said Judge Waddill, in his
opinion, that J. w. Middendorf hap
pencd to be director of the Sea-
BOARD ana Roanoke and Raleigh and
Gaston railway companies. member
or the firm OF NIiddendorf, Oliver & Co.
making the purchase of the stock, does
not necessarily render the sale of the
stock to them void, however much II
may throw upon him and them the bur
zen OF showing in order to sustain the
transaction that the sale was free from
any faint of wrong doing, bona fide
MADE and Tor n fair consideration
rheumatic Gas Company VS.. Berry, 1l3,
United States. 622: Leavenworth VS..
lChicago, etc, Co. 1874, United States 6SS
lfo7. Thompson on corpora tions, No 1859,
and cases cited. AS to the contention
Oh The complainant to the effect that
tine powers granted by the agreement
creating the voting trust, did not au-
.norlze the consolidation or merger of
the Georgia and Alabama railway with
the Florida Central and Peninsular
railway. 1t is sufficient to point out
mat the defendant. Williams, in his
lsworn answer, declares that he and his
associates do not purpose to use the
powers OF said voting trust to bring
bout such consolidation. Since there
rs no evidence in the record to contra
dict this answer, which has the effect
or evidence under oath, the court must
take 1t as conclusive. The consolida-
ton, then. If attempted. will be made
On some other way, and no Injunction
is properly grantable on this ground
l
Nor do 1 attach any Importance to
the contention that the Georgia and
Ala ama railway cannot consolidate
with the Seaboard Air Line because
there is at present no actual connection
i with the two roads. The statute upon
this subject must have a reasonable
construction. The roads are now sepa
rated by less than dozen miles, and 1t
appears that the intervening track is
being laid as rapidly as possible.
Nor, In my judgment, Is the consoli
| dalton and merger OF the two roads
contrary to the constitution Of Georgia
upon the ground that they are competi-
tive. and because such consolidation
might tend to defeat. competition and
to create monopoly, the Georgia and AL
ALBANIA and the Florida Central and Pc
ninsular railway start out from Savan-
nah at right angles to each other.
| They serve to transport freight and
passengers from widely separated sec
lions of two States. No point on either
road can be reached in any reasonable
time by passenger starting out on the
other. 1t is true they cross one or two
shallow rivers, on which small steam
boats occasionally ply but there Is
nothing in the proof or in the conten-
ton of counsel to satisfy the court that
the occasional delivery OF freight by
| those roads to the steamboats, in qucs-
ton could reasonably constitute a COM
| petitive business In the meaning of the
law. or that If the roads were under
| identical control that it would tend to
| create monopoly.
"The evidence is that most, If not all,
the streams In question are SPAWNED by
the three powerful roads-the South
ern Railway Company, the Central of
Georgia and the Plant System, and IL
the merged railroads OF the defendants
should attempt an injurious monopoly
OF the traffic on these important
streams one or the other of the three
competitors would promptly crush the
monopoly. 1t is not difficult to perceive
that the contemplated system of the
Seaboard Air Line instead OF tending
to defeat competition, must inevitably
tend to preserve it. The new system
will contribute to the transportation
ScTNlCc Ul LIE country HOW. 30 admir-
ably served by the Plant System and
its connecting roads. and by the great
and powerful system of the Southern
hallway and by the Central of Georgia
railway. Surely it needs no argument
to justify the statement that three
great railroad systems serving the
Southern States will do much to pre-
vent and make impossible rather than
create monopoly In the railway trans
portation of these States. and will do
much to prevent an injurious control,
If any should be attempted, OF the vi
tai powers OF a common carriage in a