Virginian-pilot. (Norfolk, Va.) 1898-1911, 1900-01-16
WILLIAMS
DEFEATS RYAN
Continued from Page q.

company and its officers to that end
should be forthwith enjoined.
In answer to this contention, respon
dents admit that no authority exists
for the proposed consolidation, and
moreover. say none Is contemplated by
them. Complainant insists, on the con-
trary. that every act of the defendant
indicates determination to affect the
immediate consolidation Of the roads as
soon as authority can be obtained fl I'm
the Legislature OF Virginia, and that
unless the court fnteryenes at this
time, the authority will be given and
each action taken before resort to the
court can be had. However apprehen-
sive complainant may be. 1t does not
appear that such an emergency exists
as would warrant the courts interposi-
ton by the extraordinary remedy OF an
injunction. If no authority exists to
consolidate, and this is conceded, then,
the merger cannot lawfully be entered
into, and no damage. certainly ire
parable in character. can be sustained
by the complainant as the result OF the
defendants effort to do a vain thing.
TO grant an injunction in anticipa-
ton Of a possible injury to arise under
Il law that may never be passed, is, to
Say the least, unusual. What COM
plainants rights may be and what re-
lief should be afforded him in the
event Of the passage of such a law as
he contemplates cannot be anticipated.
Many questions may, and in all proba-
bility will then arise that are now for
eign to this case upon the present con-
dition of the pleadings. The power of
the legislature to act, the effect OF the
law as passed, the character of the
n NJ IN hn OF nF
acting. the bona fides of the acts per-
formed, and many such like considera-
lions would then have to be taken into
consideration.
The second ground on which the in
junction is asked 10 cnjoin the sale and
transfer OF the seven thousand and
four hundred and twenty-five G,422)
shares of stock in the Raleigh and
Castor Railroad Company, heretofore
held by the Seaboard and Roanoke
Railroad Company. presents differ
ent and somewhat more difficult ques-
ton.
Complainant insists that the sale of
this stock to Middendorf. Oliver &
Company was but part and parcel Of
scheme of the defendants to main
tain control of the Seaboard Air Line
system In order to put it into consoli-
dation with the other two lines men
toned. and that the sale was intended,
and it's effect was to reduce the Sea-
board and Roanoke Railroad Company
from the position of the dominant cor
poration In the system TO merely one
OF the subordinate roads, and to give
the Raleigh and CASTOR Railroad Com
pany, In which the complainant owned
but u few shares of stock, the con-
trolling position heretofore occupied
by the Seaboard and Roanoke Railroad
Company. The reasons for this sale
when the case is determined on it's
merits. For the present 1t may be said
that the defendants vigorously deny
the motives ascribed to them by the
complainant, and insist that valid
reason existed for the disposition of
the stock and that the price obtained
Tor IT was n fair one and the sale. in
all respects, bona fldc.
Srould the court by way of iniunc
ton at this time seek to annul the sale
and direct the control OF said stock, in
passing 1t may be said that it. does
not appear to the court that by the sale
OF these seven thousand. four hundred
and twenty-five O.422) shares of stock
OF the Raleigh and CASTOR Railroad
Company, the Seaboard and Roanoke
railroad Company thereby lost control
OF the former road, though It does seem
that by reason Of the previous issuance
ana sale of certain treasury stock of
the Raleigh and CASTOR Railroad Com
pany by that road. assented to, it is
true. by the defendants, representing
the Scaboard and Roanoke Railroad
Company, that the latter company
ceased to have Il majority OF the Ra-
leigh and CASTOR Railroad Company's
stock. However wrong this act may
have been ii cannot be remedled on
this motion. IL indeed at all In this case
and within this Jurisdiction, the Ra-
leigh and CASTOR Railroad Company
being corporation of the State of
North Carolina. It will be condeded
that ordinarily a corporation, acting
by its directors and stockholders, can
dispose of one OF its assets for exam
pie. stock held by it in another com
pany. In word, such q sale, If bona
fide made to 81 person competent to
purchase and without any fraud, is
valid. The fact that J. w NIidaentlerf
happened to be a director of both the
Seaboard and Roanoke and the Raleigh
and CASTOR companies and member
of the firm Of Mfddendorf, Oliver &
Co. making the purchase of the stock.
does not necessarily render the sale of
the stock to them void, however much
1t may throw upon him and them the
burden Of showing, in order to sustain
the transaction, that the sale was free
from any faint OF wrong doing, bona
flde made and for a. fair considcra-
ton.
Pneumatic Gas Co. v. Rerry. &c ia