Wheeling register. [volume] (Wheeling, W. Va.) 1878-1935, 1900-02-27

came to the knowledge of the presi-
dent of the coke company, he submit
ted it for the consideration Of the
board of directors at their meeting
held October %, 1899, and thereupon
the board passed the following:
Resolved, That the president be
authorized and instructed to notify
the Carnegie Steel Company, Limited,
that the existence of any contract is
denied, and that no claim TO settle in
accordance with the terms of the al
leged contract for past, present or fu-
ture deliveries of coke to the said
Carnegie Steel Company, Limited, will
be recognized or entertained by this
company"
Previous to January, 1900, the board
of directors of the coke company was
composed of five members. Upon that
date, at a meeting of the stockholders
of the company, the membership of
the board was increased to seven, and
Thomas Lynch, H. c. Frick, George
Lauder, James Gayley, Andrew NJ.
Moreland, d. NJ. Clemson and Thos.
Morrison elected members. They now
compose the board Of directors of the
coke company. Lauder, Gayley, More
land, Clemson and Morrison being also
members of the board of managers of
the steel company
Prior to January 8, 1900, it stated
that neither Gayley, Moreland, Glenn
son nor Morrison were owners of any
stock of the coke company, and were
interested therein only by virtue of
their
Interests i'm the Steel Company.
About said date there was transferred
out Of the shares of the coke company
held by the steel company five shares
of the coke company's capital stock
to the four defendants named. These
shares, it is asserted, are still the
property of the steel company and the
transfers were made at the dictation
of the steel company and Carnegie for
the purpose Of qualifying them as di-
rectors. 1t is asserted that they were
so placed to manage the coke COM
pany in the interest of the steel COM
pany and Carnegie, and not for the in
terest of the other stockholders of the
coke company who were not members
of the steel company, and especially
SO that the product of the coke COM
pany might be sold at prices far below
the fair value of any market price
thereof, so as to benefit the steel COM
pany at the expense of the coke COM
pany, Carnegie's interests being much
greater in the steel company.
During the year 1899 the coke COM
pany furnished the steel company with
all its coke. While the market price
OF coke steadily advanced, coke was
sold to the steel company at prices
ranging from SLAB ton for January
February and March, 1899, to $1.75 a
ton for December 1899. The shipment
being 2.233,764 tons, all of which has
been paid for.
To carry out the purpose for which
they were selected, and to secure for
themselves and Carnegie and advan-
tage as members of the steel company
it is claimed that, knowing of the loss
which would result to stockholders of
the coke company who were not mem
bers of the steel company, or whose
proportionate interests in the coke
company were greater than in the
steel company, and in
Utter and Fraudulent Disregard
of their rights and against the vote and
protest of Thomas Lynch and H. G.
Frick, the other two members of the
board of directors and well knowing
that the price of coke then was up
wards of SO a ton and that the market
price would, probably, continue during
the life of the contract hereinafter
mentioned to be much greater than
the price named in the contract, the
majority of the directors of the coke
company, to wit, Gayley, Moreland,
Clemson and Morrison, on January "a,
1900, at meeting Of the directors of
the coke company, pretending that
more than year previously thereto
the coke company had contracted to
sell to the steel company all the coke
that the steel company might require
for its furnaces for a period of five
years, beginning January /. 1899, at
the. price of s1.35 ton, voted to the
steel company contract for all the
coke it would use for five years COM
mencing January 1, 1899, amounting,
approximately, to 100000 tons year,
or about one-third of the entire pro-
duct of the coke company, at the price
of s1.35 ton. The persons named, IL
is stated. produced at the meeting and
demanded and procured the immed-
late signing by the president Of the
coke company. of contract which had
been previously prepared and execut-
ed by the steel company.
The plaintiffs charge that, in truth