The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1902-01-28
. LAW AND MERGER
Conclusion of Arguments Before the
Supreme Court.

Supreme Court.
Washington, Jan. 28.-In his argument
for the Northern Securities company in
opposition to the claim that the United
States supreme court has Jurisdiction in
the merger case, Mr.. Guthrie quoted many
authorities in support Iof his contention.
He said there is no Minnesota stat
prohibiting copartnerships or individuals
from acquiring and holding stocks of
This he considered most significant, in
view of decisions by the United States
court in other cases. He said:
If it be urged that the word managers, y
contained in the act of 1874, applies to j. J.
Hill, W. P. Clough and others, who were
directors or officers of the Great Northern
company, and that they could not individu-
stock Of a parallel or competing company, 1t
| may be said that the act Of 1881 omits all
| reference to managers and that this sub
sequent act implied they repealed the prior
| act which covered exactly the same subject
matter. At any rate, these gentlemen and
| numerous others, whose names are men,
toned in the bill of complaint are not par
ties to this suit Their rights cannot be adj
! Indicated or their acts enjoined in their abb
| sence. They were omitted because, to make
residents of Minnesota parties defendant,
would have ousted the court of jurisdiction.
| 1t will strike the court as novel PROPOSE
| ton that the legal right of the Northern Sc
curities company to acquire and hold proper
| ty under the laws of New Jersey is to- be
tested and determined by the individual char
| acter or relations of one or more OF her stock
| holders or directors. tgf,
| He asserted that 1.-The alleged threat
ened injury to the proprietary interests of
| the state of Minnesota alleged in the bill
kof complaint is altogether remote and
| fanciful.
Views Of Mr.. Grisgs.
Former Attorney General Griggs fol-
| company. He said the fundamental err
ror of the state of Minnesota in this
| proceeding was in making claim to
| the assistance of the United States
court in the exercise of it's sovereignty.
At best the command of the state could
! not be considered effective outside of
| the state. The public police law of one
state could not be extended to another
state. He never before had heard ofSsuch
! a case in which state had called on
the federal judiciary to support its own
| state laws in matters not coming under
| federal Jurisdiction. 1t was not claimed
| that any damage had occurred and wheth-
err any ever would follow would depend
on the conduct of the railroads them
selves, the roads so far having taken no
! such steps as the state professed to fear.
| Mr.. Munn's Points.
Concluding the argument for the state
Of Minnesota, M. D. Mum said that the
| law in cont roversy had been adopted to
protect the state against the consolida-
ton of railway lines which had been
CONSTRUCTED by state aid He called at
| tention to- the fact that the act not only
prohibited the consolidation of railroad
companies, but also of railroad franchises
! and stocks.
! He contended that the act was framed
to provide remedy not only to the state
in its Individual capacity, but also to the
| citizens of the state in their Individual
capacity as we'll. In fact, the act was a
| part OF the charter contract when the
railroad corporations came into the state.
Consequently. the state OF Minnesota
could enforce it at any place.
He said the securities company could
direct the affairs Of the two railroads
| from New Jersey, Notwithstanding the ef-
feet would be felt in Minnesota. The
charge was that competition was and
could be removed. Moreover, the direct
ors OF the securities company were st ock-
holders Of the Northern Pacific and the
Great Northern companies the effect be-
ing as complete and perfect consolida-
tion as could be imagined. This was
| to be accomplished entirely outside the
limits of the state. He also attacked the
combination as monopoly and as there
fore nuisance under common law.
Would Control Completely.
He likewise controverted the idea sci
l forth by the opposition counsel that thu
securities company was merely an invest
ment company !. He quoted the article:
of incorporation to show that the com.
pany would have perfect control over thu
railroads.
Justice Shiras asked what the effect OF
the management of the two roads would b.
if the injunction prayed for should b'
granted, and Mr.. Mum replied that thu
control would revert to the origina
stockholders.
4 In reply to Chief Justice Fuller an<
Justice Harlan he said 1t would be i'm
possible to secure relief in the stat,
courts as It would be impossible to ge
Jurisdiction, the securities company hav
ling no resident representative in Mime
sofa. Furthermore he assumed that tn
directors Of the two railroads would ODE.
the dictates of the security company a.
the slave would obey the commands o
his master.
When Mr.. Mum concluded the cour
took the application under advisement.
It may be several weeks before q de
cision is reached.