The Providence news. (Providence [R.I.]) 1891-1906, 1900-02-09
LEASE OF THE
FITCHBURG.
Judge know|ton Declines TO
Grant an Injunction.
STATE OFFICERS WITHIN LAW.
To Be Effective Th,f Action Must Be En-
drrssi hJ The Legislature.
c1IJRI'S INTrpEcRENcE NAT uErnrn
COURTS INTERFERENCE NOT NEEDED.
No Fraud Shown, Nor in improper AcIoa on The
Pah Of lhs Governor or COuro Demurrer
Of Defendants Sustained.

Boston. Feb s.-Judge knowlton in
the supreme court yesterday after
noon refused To restrain Gov. Crane
and other state ofliclaIss including the
state directors OF the FTtchburg rail-
road. from voting in favor OF the lease
Of the Fitehburg to the Boston and
Maine Railroad company. as prayed
for IN the Dill In equity brought by
James VI. Hilton Of Cam bridge, a
Fitchburg stockhOlder.
The case came up in The supreme
court early yesterday, and nearly an
the day was taken by counsel in argu-
ing the case
The attorney general filed two mo-
tions 10 dismiss. one in behalf Of the
governor. and the other in behalf OF
the other defendants, He also filed "A
demurrer on behalf OF al the defend
ants but the governor.
IL was contended In the motions TO
dismiss that the court had no juris-
dictiOn over the defendants the COM
monwealth being the real party de-
fendant in its sovereign capacity
Counsel Or the plaintiff contended
that the statute of 1893 prohibits the
lease or sale OF the Fitchburg TO any
competing or parallel line. and that il
is The duty OF the state directors To
vote against thei lease; also that IL is
an arrangement which is not In the
interests OF the holders Of the pre-
ferred stock
The attorney general strongly urged
that the real party defendant is the
commonwealth. which cannot be cited
into court in this way
Judge knowlton, in announcing his
decision in connection with the claim
that the approval OF the lease by the
s~lte officials would be ia violation OF
4 no " ~ nj sa!a 20 utg
is proposed 10 be done is TO make a pro
Visional arrangement subject 10 the
consideration and control of the legisr
ilature.
1T Is expressly provided" said he.
that nothing shall take effect unless
the legislature approves. 1t is not sug-
gested that these officers are not obey
ing the law in acting for the best in
terests OF the commonwealth and the
city of Boston. They apparently think
the statutes should be changed. and
merely make "A provisional arrange
ment. Is that so far a violation OF the
statute and So far illegal that these
officers should be enjoined from making
the provisional agreement?
1t seems 20 me too narrow "A con-
structlon OF that statute To so hold. No
one would suggest that the board
might not suggest a chaBs-- -srftrr- the
LAPSE of time and make a provisional
proval | do not think IL unlawful or
against the spirit OF the statute. In
reference by the court would be UNI
warranted"
Taking up the second ground which
is the allegation that the proposed ar
rangement Is prejudicial 10 the inter-
ests OF preferred stockholders, dhe |
court said
Inere is no charge OF corruption or
purpose to do wrong. The question is
this arrangement accepted by |
the governor and council. with the pro- /
ceedings which naturally follow are |
per Sc fraudulent as against the pre- /
ferred stockholders in such sense that /
the court should interfere or prevent |
the exercise of rights under the ar |
We are not to infer fraud or find IL l
unless IL necessarily exists and is yisi- |
bic In the plan set out i'm the bin. We
cannot say as matter OF law that this
arrangement as set out in the bill is
per se fraudulent
There is no fraud shown or inn
proper action Jn their parg. Ii is the
duty OF a Stockholder To vote on his
-tt-t-tt9 A1tff II bE said thaf a stOck-
holder who sees the opportunity and is
assured OF the opportunity to sell his
stock, provided the corporation can
make a beneficial contract. is prsclud-
stockholders because ne is assured he
an sci his stockholders because he Is
AN sell his stock IL the !
iote prevails? | cannot believe that
= the result which follows necessarily
ind naturally.
In dealing with the case on its mer-
Is the plaintiff cannot prevail"
The court is said to be Of the opin-
on That the real party dcfendan, Is the
commonwealth. which cannot be inn
pleaded In case like the present. As
q the position of the governor the
ourt did NOT consider that official
'menable 20 the process i'm the pro-
eeding. The result was that the mo-
ION 20 dismiss filed by the governor
vas allowed.
The motion OF the other defendants
q dismiss was denied and the defend
nts' demurrer sustained
The result Is that the bill will be
dismissed unless the plalntiff makes an