New-York tribune., 1902-01-28
NORTHERN PACIFIC SUIT.
ARGUMENTS ON THE MERGER HEARD
IN THE UNITED STATES ST.
PREME COURT

Northern Securities Company in the matter of the
merger Of the Northern Pacific Railroad with other
railroads saying that he had given notice TO the
DEFENDANTS as required by the court.
The brief of Attorney General Douglass bases the
request Of the complainant the State OF Minnesota,
for leave 10 file and present its bill of complaint
upon Section = Article III Of the Constitution of
the United States which grants original jurisdic-
ton 10 the court all controversies between States
and between State and citizen Of another State:
also upon Congressional enactment relating thereto
The Attorney General proceeds 70 establish the
pecuniary interest of the State OF Minnesota and
invoke the jurisdiction of the court in its owner
ship of upward Of 100000 Of public land near
70 or in the territory traversed by the Northern
Pacific and Great Northern railways. in much the
same way argued in the original bill of COM
plant. against the railroad merger. In addition TO
this claim that the State Minnesota is so far in
terested, in its individual capacity. the subject
matter Of this action entitIe IL 10 maintain
the same, the State also claims the right to main
tain this action or representa- tive OF al
her citizens. A very large portion If not all. Of
the citizens Of Minnesota will he teraly injured
hv the consolidation Of ana the removal OF COM
petition in freight and passenger rates between the
lines of railway owned and operated by the two
companies We take II that This court will assume
that the citizens OF the State generally will suffer
material injury hy the removal Of competition in
freight and passenger rates within the State"
The Northern Securities Company is held ~ have
title n the stock Of the Great Northern and North
ern Pacific railways and that company can
exercise no power by reason of the stock holding.
nor any management or control over the railways
IN violation of laws of the state Neither the
stockholders of corporation nor the corpora ton
itself can perform acts OF make contracts except
such authorized by its charter or some gen
eral law Of the State relating 70 it II follows asa
necessary corollary that a corporation well
its stockholders, can perform no act or make any
contract or agreement which violates remedial
statute Of State creating such corporation.
In summarizing his argument. Mr. Douglass said
the situation is that holders large majority OF
the capital stock Of two OF the railways in the
state have organized a corporation in another
state for the express purpose OF consolidating the
railway lines Of such companies and evading and
violating Of the laws Of the State Of Minnesota
The only way in which the State can reach such
an evasion Of It's laws and enforce its rights
orlng actlon in this court. II the State OF Mime
sofa avail itself the original Jurisdiction
Of this court 20 enforce ts rights it cannot into
the state Of NewJersey and ask the courts Of that
sons urged against the jurisdiction of fbs cogrt
could he urged with equal force before the courts
Referring 10 the interest OF other States in the
part of the duty Of the State of Minnesota to
enforce the rights Of the citizens Of any other
right 70 take judicial notice that six Of the seven
states through which these roads pass have con
one which the State of Minnesota now seeks 10 en-
cannot maintain this action. Ne fail 10 see how il
statutes adopted for the protection or the interests
OF It's citizens as well as 70 protect It's individual
NORTHERN SECURITIES COMPANY's BRIEF
". D Guthrie for the Northern Securities Com
pany, fled a brief outlining that company's posi-
lion. He contended that the bill of complaint pro-
posed 70 be filed on behalf Of the State OF Mime
sofa does not present controversy Of a civil and
judicial nature between = State and citizen Of
another State justtdable in this court, and that
State call this enforce its penal
police laws in other States. Hence this court is
without Jurisdiction The bill asks the court. he
Salu 10 restrain hy injunction cltlZen OF New
Jersey from doing there acts which entirely
TONED by her ststat6rv poicv @ simplv Because
those acts violate or avsda or tend ~ ,-cr,n7vert
he pubic or penal or police laws 81 NIinnesota
the complainant State. There is he continued no
suggestion that the acts complained OF
lawful in the state ~ New-Jersey, or that it is
not within the corporate powers Of the defendant
corporation as an Investment company 70 acquire
and hold the stocks Of railway companies. The
sole ground OF complaint is the alleged violation
~ "-JerseH or ,erldlh eiaG JfnehtS contained IN
the statutes or Minnesota Hence he cOntended
more or less than an order compelling the Securi.
ties Company TO obey In New-Jersey the laws of
He, called attention the fact that no relief is
panv or the Northern PACING. although both are
CORPORATIONS Of the s,ate OF Minnesota and both
that State. This was taken. ne said as confes-
against the laws or the constitution of Minnesota.
lie pointed out that as neither OF these companies
In closing Mr. Guthrie contended for the con-
riuUanCe Of the policy which had prevailed he said,
during the history ~ the government OF allowing
T5 4S4 s an the 10 PTI Of M the Ye4I aI %n2a' inter
Mr Guthrie quoted many authorities in support
sta tute prohibiting copartnerships or indviduaIs
from acquiring and holding stocks Of parallel
most significant, in view Of decisions OF the United
urged that the word managers contained in the
act OF 1874 applies 10 James J. Hill. William ?.
Of the Great Northern Company and that they
acquire the stock OF parallel or Competing com
pany, II may be said that the OF 1881 onnits all
act implied they repealed the prior act which COW
cred exactly the same subject matter. At any
rate. these men and numerous others whose names
parties this suit. Their rights cannot be ad-
They were omitted. because ~ make residents Of
the court OF jurisdiction, II VIII strike the court
a novel proposition that the legal right Of the
properly under the laws - New-JeTsey is 10 be
festad and deternfned nv the infiydfiaI ctarac+ar
or relations OF one or more " its stockholders or
re asserted that the alleged threatened injury
the proprietary interests of the State Mime
sofa alleged IN the bill Of complaint altogether
ARGUMENT OF MR.. GRIGGs.
Ex-Attorney General Ciriggs followed also speak
ing for the Securities Company. He said that the
fundamental of the State of Minnesota in this
proceeding in making a claim TO the assistance
this in the exercise of its sovereignty. A.
best the command of the State could not be con-
sidered effective outside the State. The public po-
lice law OF State could not be extended TO
other State He never before had heard of a
in which a State had called the federal judiciary
support its State laws matters not
srTad trt s,,t s ma ,s W bs5 CCc,,rrad nd ibe+6s-
any ever would follow would depend the con-
having taken no such steps as the State professed
Closing the arugment for the State Of Mime
o9 @ M D. Mum @ said taat the law IN
which