Wheeling register. [volume] (Wheeling, W. Va.) 1878-1935, 1900-03-13

bonds ana the balance, about So, $50
900, IN cash.
Mr.. Prick, It is claimed, has upheld
and enforced the soscaIIed "ironclad
agreement at all times, opposing an
attempt on the part OF Mr.. Henry
Phipps to make a change in the orig
inal. During all the years Mr.. Frick,
as the active agent Of the association
acquired the interests of all retiring
partners under its provisions; when
partner was deemed unsatisfactory
by his associates he was informed of
that fact generally by Mr.. Frick,
with statement that the company
would pay for such interests under the
terms of the agreement, and if not ac-
cepted voluntarily he would enforce
said terms. This course continued up
to the time of his resignation as
chairman and manager of the asso-
citation, and he was the first to at
tempt to eVade the agreement.
1t is asserted that under the terms
of the ironclad agreement signed by
Mr.. Frick, his interest had been trans
ferred to the association, and the as
ISOLATION tenders payment for said in
terest according to the value as it
shall appear on the books of the as
ISOLATION March 1, 1900 and as soon
as the books are written up as of that
date the plaintiff will be furnished
with balance sheet, and the cash
and notes will be rendered him for the
value of his interets, said amount be-
ing approximately s4,90O,000. 1t is
averred that the said sum is the full
amount due Prick. The valuation
being upon the same basis as all other
partners and estates of deceased part
nesr have been settled for. During
the membership of plaintiff in the as
ISOLATION, in addition to an adequate
salary paid him for his services as
manager, he received upon his said
interest equal dividends in cash, which
not only repaid him the sum of $780,
900, which he himself paid for his in
terest, but an additional sum or clear
profit of $93S,27587. The book value
of said per cent interest January 1,
1900, was 1886. 606.S2, to which will
be added in settlement his proportions
of the profits earned during January
and February, and the defendants say
that the plaintiff has no reason to
complain of the operation of a con-
tract which gives to him nearly
$5,000,000 for an interest which in
yolved no investment OF capital by
him, and which has already paid him
in cash profits of almost 81 900 900.
The proposition made by Mr. Prick ito
arbitrate the value Of his interest is re-
Jected because defendants propose at all
times to maintain the integrity of the con-
tract under which the relations of the as
ISOLATION and it's various members have
been defined since 1887, declaring if the va
litiity of such an agreement cannot be
maintained it will be impossible in the
future for this association or others organ
lied upon the same plan to continue in
business and by reason of the Importance
and necessity of maintaining the integrity
and validity of the ironclad agreement the
defendants decline and will always decline
to arbitrate the question of the value of
Mr.. Tricks interests. They do not regard
Mr.. Tricks offer as being made in good
faith and was not made for the purpose
of obtaining what he is justly entitled to,
but for the purpose of evading his agree
ment and to obtain price which he is
not entitled to. 1t is denied that the as
ISOLATION is under the exclusive control of
Carnegie, but it is averred that If it is he
is fully competent and able to properly
manage and carry on the business.
The defendants admit that the business
of the association was while Prick contin-
ued a member 'joepardized by inharmo-
NOUS relations of partners" and 1t is nee
essary that 'fts enormous business might
be carried on by united and harmonious
action but they aver that there is no
reason why the plaintiff should be permit
ed to repudiate or evade his own contract,
larry IHdue, upon a Ialr ana ruiz con-
sideration, which has heretofore been OBJ
served in good faith and without exception
by all the other retiring members of said
association; and which, until it was APP
piled to his own case, was always advo-
Gated and supported by the plaintiff him
self, not only as a valid and binding con-
tract, but as fair and equitable one, and
which the plaintiff himself has always in
sisted should be impartially applied to
the interests of the living and the estates
Of the dead.
The defendants aver that the Carnegie
Steel Company is still a valid partnership
association under the laws of Pennsyl-
vania.
Appended to the answer proper is exhibit
"a" which relates how and when Mr.
Prick became a member of the firm OF
Carnegie Bros & Co., Limited, under the
terms of the famous ''ironclad agreement, .
which is now for the first time authorita-
lively made public.
The first clause of the agreement binds
the incoming partner, when called upon
by three-fourths Of the partners in number,
holding in value three-fourths in value of