The times. [volume] (Richmond, Va.) 1890-1903, 1900-01-16
was a fair one and the sale, in all re-

was a fair one and the sale, in AL re-
spects, bona fidc.
Should the court by way Of 1n)unctloi,
at this time seek to annul the safe ana
direct the, control of said stock, in pass
ing it may be said that it does not APP
pear to the court that by the sale OF
these seven hundred four thousand ana
twenty-five (7422) shares of stock OF
the Raleigh and Castor Railroad COM
pany, the SeabCard and Roanoke kali
road Company thereby los. cohtIol o.
the former road. though it does seem
that by reason of the previous issuance
and sale of certain treasury stock OF the
Raleigh and CASTOR Railroad Company
by that road, asserted to, 1t IS trle, py
the defendants. representing the SeaDoaru
and Roanoke Railroad Company, that the
latter company ceased to havest majority
OF the Raleigh ana Castor Railroad Com
pany's stock. However wrong this act
may have been it canlOt be remedleu
on this motion, if indeed at all III Inns
case and Within this Jurisdiction, the
Raleigh and CASTOR Railroad Company
being a corporation of the State of North
Carolina. 1t will be conceded that or
dinarily Il corporation, acting. by It's o1rec-
tors and stockholders, can dispose OF one
of its assets, for example, stock helc ny
it in another company. In Worc,
such a. sale, if bona tide, made TO q per-
son competent to purchase ana Wlthout
fraud, IS EV1llQ. llG %dCL L1IGAi -
w. Middeudorf happened to be~a director
of both the Seaboard and Roanoke and
he Raleigh and CASTOR Railroad COM
n.nies. and a member of the firm OF
Middendorf, Oliver & Co., making
the pul chase of the stock, does not neces-
sarily render the sale of the STOCK 20
them void however much 1t may throw
upon him and item the purcen OIL slioM
ing. in order to sustain the TRANSACTION.
that the sale was free from any faint OF
wrong doing, bona fide made and for
fair consideration. Pneumatic Gas. Co
VS. Berry, &c.. 113 u. S., 332; LeaVen-
worth VS.. Chicago, &C., r. Co., ia y.
s., GUS, 7O7; Thompson on Corporations
1853, and cases cited.
RIGHTS TO BE PROTECTED.
The fact that this sale was ratified by
the stockholders of each company, that
the defendants, J. w. Middendort, was
one of six directors in one of the. roads,
and one of seven in the other, and that
the purchase was. made, not by MN IN
div!dually, but by firm, OF which ne
was a member, are circumstances TO De
taken into account in determining the
proper exercise of its discretion When
it is remembered that the firm of hidden
dorf, Oliver g. Co., only one member
of which is before the court, Will
have tied up by the issuance OF the IN
junction prayed for the large sum OF
s742, 200 that of itself should make the
court proceed with great caution ana
only give the relief asked WHEN it IS
manifestly necessary to protect ana pre-
serve complainant in his rights.
Upon the whole case my conclusion IS
that the circumstances do not justify
granting the injunction asked; that the
Drobab ;Ity Of irreprable damage to the
complainant from q failure to award the
injunction is at least no greater tilan
the injury likely to result to the de-
PENDANTS should it be awarded, II indeed
SO great. To the present time the com
nlainant does not appear to have been
seriously damaged and I doubt not but
with this suit, comprehensive as 1t IS,
with all the parties before the court,
charged with notice Of his claim, serious
in character and affecting all OF the
property and estate Of the seaDoard and
Roanoke Railroad Company, and at
least ali of the parties to this cause deal
ing with said property that his rights
can. and will be fully protected.
The rights Of the other persons inter-
ested in the litigation should not be
overlooked, and especially is this true in
a case in which a minority stockholder
in insisting upon q course to secure ms
rights believed by practically all or ms
co-stockholders to be inimical to and
utterly destructive of theirs. The COM
Dlainant'S stock, according TO Tue present
market value is worth $4,000 per share,
(the par value being $4,000, that is,
S491, 200; whereas that of the other stock
holders Who oppose what complainant
Wishes is worth some s22s5, GEO. This
refers of course only to holdings in the
seaboard and Roanoke Railroad Company,
When the interests Of those. that may
be seriously affected by the injunction
in the other roads of the Seaboard Air
Line system. of the Gorgia and Alabama
Railway Company and the Florida Cen
trail and Peninsular Railroad Company,
proposed to be consolidated with, are
taken into account the amount reaches
to many millions of dollars ne
The other stockholders in the Seahoard
and Roanoke Railroad Company, who
! believe that s2C0.o0 is ans excellent price.
have the right to expect the court to
cautiously exercise the discretion asked
in an efrorts to protect a stakeholder
owning less than one-ffth in amount of
the company's stock when by so doing
theirs may be seriously affected.
The preliminary injunction prayed for
is refused.
EDMUND WADDILL. JR..
u. S. Judge.
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