New-York tribune., 1902-12-09
STEEL COMP4NY'S BRIEF.
.Serued on j. 4spinzcaH Hodge and
Others Last Er7ddg.
IT'S DETAILS MADE PUBLIC YESTERDAY.

I! il became known yesterday, served last FRIDAY
upon the counsel for ]. Aspinwan Hodge Wllham
H. Curtiss and Bernard Smith, the complainants IN
& 4 action in New-Jersey TO prevent the issuance
Of $20000O00 bonds in exchange for preferred STOCK
of the corporation. copies of their brief IN te aP
peal taken from the recent decision of Nice-Chan-
cellor Emery in that action. The brief first sets
forth the grounds upon which the Vice-Chaaceiior
granted an injunction and shows that the steel
Corporation has been successful in its business
from the beginning and rccites the regular pay
uent Of dividends. In regard 20 the interpretaS non
OF the act of May Is. 1902. the requirements OF
which the Vice-Chancelor held had not been 1alth-
fully fulfilled the brief says, in part;
The learned viceChapcelor assumed ne premise naa
ihg tWo nont53ous paVments and thereupon
concluded that 1t was impossible TO give I df Ga
cared ard paid yearly) dividends for the PG5Ioe S
OF at least one year and tnat uniess ne na Vine
yearly dividends should have continuously id oe 4
at least two years they would be excluded from
it's benefits Indeed, the learned NlceECneafeeItto f t
reached his conclusion that the meeting o! II t1e
stockholders was prenaturely called pr1nclpa..y
! nus 0d Of each Of which has
eraI well recognized meanings different from 'he
The adverb continuously from the Latin con-
ners he has ntsFpgTtsd 9 to aaTe aPf though
the primary meaning given by both WepsIsF a1Io
ruptediys''
celIor assigns the exclusive meaning OF du1tng
which although not its primary sense S y
cording to Worcester and Webster and as reG0g e
be says And single payment al anoggn nesE nrece6 aade
fog @ !oT % Ven seftled rule is that the letter of
statute is subordinated to its spirit SO as 20
Of all Interpretation to ascertain the intention
and then to effectuate Il ana not 10 tag g Ioo
a stress the literal sgnihcauon or WORDS
As IN the charges of fraud the brief holds that,
although the merits of the proposed plan were
again attacked before the Vice-ChanceLor upon
the same facts and with the same arguments as
in the Berger case substantially no new sug-
gestions We're made, except the point lhat lnefe
mad not been a sufficient notice. and that TO thaC
extent there a fraudulent concealnenI' oe
cause a copy OF the so-called bankers contracI
had not been sent to each stockholder, and the
exact number directors interested IN the syncl
cate and the amount of their several Interests na0
not been stated. The brief continues:
AS is well known the practice in regard 10 10
notices M OF special d meetings @ 9{ f5 be mee1gs and the
general nature the business TO be transactefEl:
The bylaws of the Steel Corporation expressly
provide for notice Of each special meeting, 1bed IN
dcatins briefly the object & or 003e6[S who
wish detailed information either Will Apply 70 t the
ee0E 9eeff0Es or IT. oioF foT example PSe proposition
authorize or Eafy aeas OF sef i, never
sent with the notice. An offer TO furnish copy
deemed air and sufficient The notice of the bust
ress to be transacted must be fair notice ntelll-
g'Pe S 10 o fha the 9 personaI interest of di
rectors invahdated the contraet ana aRaT e as
to bind the minority. Notwithstanding the provision
in the Berger case. and was tntenaed TO be covered
by the general language of the opinion OF org oLg
before the court showed only four interested di-
TeTe eTe Thtf e IT recfoTs Interested in the synd
cate. But assuming for the sake d arguh!flt g!5
now presented is whether majority Of disinter-
ested stocahoiders IN rscro is r ersonay
interested. but which majority OF the stockhola-
tract especially when the bylaws expressly pro
vide for the submission OF any contract 10 the
majority to RUE il the management Of the affairs
of private corporations is fully established
AS to the vote OF the syndicate members at the
stockholders meeting, the brief says:
The vote of all syndicate participants was chal-
lenged. and there can be no DOUBT tnsL TI Ine SUD
ject was before the meeting M Inc g1a bv fb
expression some directors. He produces no
present or absent He and the other absent stock
holders, who were neither present nor represented
can hardly be heard. under such circumstances. TO
assert that the majority at the meeting we're not
common fairness the wishes Of the majority
pressed public meeting, after full discussion
Of stockholders who saw fit not TO make any IN,
quiries rot TO send for copy of the contract and
the slightest proof that the majo ity acted with
of 0qt tbe fe bnsiRe to be transacted stockhoder
fails TO take the trouble of nquirlng into affairs OF
the corporation or to attend its meetings 1t surely
is no more than just that his supineness should
be construed an acqCleSCence IN the proceedlnsS
of the majority. Such is implied in his contract of
enbership-
In the at bar there is reason to believe that
Wneh f1oue ; aItg ~ rotact The iTtareets nf the
corporation but to extort money from the de
PENDANTS by means of a settlement le is true that
Mr. Corrigan's affidavit TO the interview with
Lancaster is in certain respects contradicted by
Lancaster and Hodge but ii is practically con-
ceded that Lamar is the party behind this suit and
paying great part of its expenses. Hodge says
he is Informed and believes that Lamar is a large
stockholder but he is silent TO the source OF his
rforrna ton. and the real party. Lamar. makes no
affidavit It is not disputed that Lamar did hire
Lancaster. and that he agreed him Sl0UW;
No one can reasonably believe that Lamar would
be making such extraordinary terms. II eXpecting
only to help Hodge in bona de litigation Indeed.
the affidavit of Mr. Corrgan read in connection with
the latest aidavits of Hodge and Lancaster, can
leave little doubt as to the of this suit
What the defendants do contend for is the right
70 defeat the application for preliminary 1nJunc,
tion in this suit wherein the false or unfounded
claim of a right constructiVely TO represent the
cornOration is alleged TO have been asserted for
Interior purposes. It is therefore, submitted that
the order granting preliminary injunction should