Virginian-pilot. (Norfolk, Va.) 1898-1911, 1900-01-16

~ vi Ol Tie Su1Q ScaDO1rO
and Roanoke Railroad Company for the
purpose OF securing any bonds that are
to be issued as a part of its said scheme
OF consolidation, the consolidation of
the roads, sought to be prevented by
injunction. being those OF the Seaboard
Air Line system, containing some one
| thousand miles of road, the Georgia
and Alabama. railway, about four hun
dred and fifty-seven miles, and the
FLORIDA Central and PeninsuHr Rail-
road Company, some nine hundred and
Iseventy-eight miles, aggregating two
thousand. four hundred and thirty-nve
miles.
| Second. To restrain the said Seaboard
and Roanoke Railroad Company. Its
| officers and agents from making sale
| of or doing anything to consummate or
| perfect n sale of seven thousand, four
hundred and twenty-five (T,422) shares
| Of stock of the Raleigh and CASTOR
Railroad Company, owned by said Sea-
board and Roanoke Railroad Company,
and alleged to have been sold to Mid
dendorf, Oliver e Co., and to enjoin
and prohibit the defendant, j. w. Mid
dendorf. from doing anything in his in
dividual capacity, or as q member of
the firm Of Middendorr, Oliver & Co.,
mentioned in the bill, towards the con-
summation OF any sale made to him or
his said firm of said seven thousand.
four hundred and twenty-five (7,422)
shares of stock, and from accepting any
transfer or assignment Of the certlf-
Gates Of said stock to himself or his
said firm, and if already issued to
either, to enjoin and restrain them
from making any sale, assignment or
transfer thereof
To the consideration of these two
questions I shall address myself. The
,z1rIx
the court as q majority stockholder in
the Seaboard and Roanoke Railroad
Company Gone Of the roads in the Sea-
board Air Line System), and insists
mat the seven thousand four hundred
and twenty-five (7.422) shares of stock
held by that company in the Raleigh
and CASTOR Railroad Company, alleged
to have been sold 10 Niiddendorf, Oliver
e Co, gave 1t the lawful control Of the
latter road. and in that way the control
OF the entire Seaboard Air Line Sys-
tenn, his contention in effect being that
tho defendants, Williams and AIidden-
dorf,-and- their respective firms and n
| syndicate controlled by them, having
acquired control of majority of the
stock of the Seaboard and Roanoke
Railroad Company. Improperly sold
said seven thousand. four hundred and
! twenty-five G,422) shares, whereby tho
| ''NoCoeti u anu INOdlOke IkslllGOuU Conf
| pany, i'll which the complainant was
largely interested, lost control of the
! Seaboard Air Line System, and that
| said Williams and Nriddendorf and
| their firms and syndicates further pro-
! posed to consolidate the roads of the
said Seaboard Air Line System, a most
valuable property. regardless Of his
accomplishments rights, with the Geor-
| gia and Alabama railway and the Flor
| III n nft-n1
| Company, as aforesaid, two undesira-
bic properties, which they also owned,
| and in which the complainant had no
| interest. to the virtual destruction of
| his property.
The complainant insists that the in
| tcrcsts of Messrs. Williams and Mid
dendorf. and those acting with them,
In reference to the railroad systems
| sought to be brought into consolidation.
| are such as to make said Williams and
Aliddendorf, and the present represen-
tatives OF the majority of the stock
holders in the said Seaboard and Roa-
noke Railroad Company. improper per-
sons to act in that capacity; that their
duty as officers of the Seaboard and
Roanoke Railroad Company Is entirely
incompatible with that OF directors and
managers of the Georgia and Alabama
| railway and the Florida Central and
controllers of the syndicate owning said
roads. 1t being manifestly TO the in
terests. as complainant claims. of the
| Two last named roads to become q mart
| OF the valuable Seaboard Air Line Sys-
! TEN. controlled and owned. as he
claims, by the Seaboard and Roanoke
railroad Company, and that they. said
Williams and Middcndorf, having com
bined to constitute themselves a ma
1 Y n,1nt 70
| board and Roanoke Railroad Companv
as they see fit are, for all purposes.
the corporation itself. and assume the
trust relation occupied by 1t to its
stockh0!derS. In Snpnnrt OF this nosi=
ton complainant cities. among others.
the following authorities
Erwin V. Oregon Ry. and Nav. Co..
q T. r., 635.
Farscr's Loan and Trust Co. V. N.
H.& n. r. w. CIR. 16O ~ Y, 40, 1870.
| 1t should he borne in mind that thc
case is not now being heard upon as
merits. and no intimation is Intended
70 be expressed herein upon any cues
ton OF law or fact properly determin-
able at that time. The only matter
now TO be considered is whether n
proper case has been mode for grant
ing an injunction upon either OF the
two grounds urged. The rights of the
parties ultimately will in no manner he
affected by either granting or refusing
the injunction.
New Memphis Gas and Light Com
pany VS.. Memphis. 70 r. r.. 95S.
Hoyden VS.. Hotel Co., &C., 40 r. r.,
Ruskirh VS.. King, % U. S App, COZ.
The principles of law controlling at a
hearing on its merits are different from
those applicable to this motion. It may
be conceded that n minority stockholder