The Mankato free press. [volume] (Mankato, Blue Earth County, Minn.) 1879-1924, 1902-02-28
HAS NO JURISDICTION
APPLICATION TO FILE COMPLAINT
AGAINST RAILWAY MERGER
DENIED.
MINNESOTA THE APPLICANT

Judge shIras Of the United States su-
preme Court Read the opinion-HeId |
That Minority Stockholders of the
Great Northern and Northern Pa
eIfic Should Not Have Their Rights
Affected Without a Hearing.
Washington, Feb. 25.-The United
States supreme court has decided
against Minnesota in the fight with
the Northern Securities company, to
the extent that the court is without
Jurisdiction in the matter. This is the
merger case, and the state Of Minneso-
Ia made application to file bill OF
complaint before the highest ted
sral court. Judge Shiras read the
opinion, which, summarized, follows:
LAS the Great Northern and the
Northern Pacific Railway companies
are indispensable parties, without
whose presence the court, acting as
court of equity, cannot proceed, and as
our constitutional Jurisdiction would
not extend to the case If those COM
panies were made parties defendant,
the motion for leave to file the propos-
ed bill must be and is denied"
The opinion Is a voluminous one,
but the greater part of it is a review
of the history of the case. Summarize
ing the case, Justice Shiras said:
"The case presented by the charges
and prayers Of the bill is that the
state Of Minnesota is apprehensive
that q majority of the stockholders
respectively of the Great Northern
and of the Northern Pacific railway
companies have combined and have
made an arrangement through the or
ganization of a corporation of the state
of New Jersey, whereby such consol-
idation or what is alleged to amount
to the same thing, a joint control and
management of the Great Northern
and Northern Pacific railway compa-
MES shall be affected as will operate
to defeat and override the policy Of
the state in prohibiting the consolida-
ton of parallel and competing lines
of railway and therefore appeals to a
court of equity to prevent by injunc-
ton the operation and effect Of such
! q combination and arrangement"
Rights of the Public at Large.
He then stated that the question to
be determined was whether the par
! ties to the case were before the court
I and he held that it was obvious that
the minority stockholders of the two
railroad companies are not represented
in the controversy by the companies
whose stock they hold and their rights
ought not to be affected without a
hearing, even If it were conceded that
q majority of the stock in such COM
! panies, held by few persons, had
assisted in forming some sort Of an
illegal arrangement. Moreover, it
must not be overlooked that 1t is not
the private interests of stockholders
that are to be alone considered"
The opinion then continued: "The
directors of the Great Northern and
Northern Pacific railway company are
appointed to represent and protect not
merely the private and pecuniary in
terests of the stockholders, but the
rights of the public at large which is
deeply concerned in the proper and
advantageous management of these
public highways. 1t is not sufficient
to say that the attorney general or the
governor or even the legislature Of
the state can be conclusively deemed
to represent the public interests in
such a controversy as that presented
by the bill. Even as a state when
she voluntarily becomes a complain
ant in a court of equity, cannot claim
to represent both sides Of the contro-
versy. Not only have the stockhold-
ers, be they few or many, a right to
be heard through the officers and di-
rectors whom they have legally Sc
lected to represent them, but the gen.
eral interests of the public which
might be deeply affected by the de-
cree of the court are entitled to be
heard, and that when the state is the
: complainant and in a case like the
present can only be affected by the
presence of the railroad companies as
, parties defendant.
Both Sides Must Be Represented.
: upon investigation it might turn
. out that the allegations of the bill are
we'll founded and that the state Is en-
: titled to relief; or it might turn out
1 that there is no intention or design
: on the part of the railroad companies
: to form any combination in disregard
g of the policy of the state, but what is
= proposed is consistent with that pol
: icy and advantageous to the communi
: ties affected. But in making such in
1 vestigation, court of equity must in
i sist that both sides of the controversy
= shall be adequately represented ant
fully heard.
when it appears to court of eq
" uity that a case, otherwise presenting
ground for its action, cannot be deal
a with because of the absence Of essen
f tial parties, 1t is usual for the cour
while sustaining the objection to gran
+ leave to the complainant to amen'
/. by bringing in such parties. But whel
!. It likewise appears that necessary AM
indispensable parties are beyond tn
+ reach of the jurisdiction of the cour
v or that when made parties the juris
q diction of the court will thereby b
n defeated, for the court to grant leav
! 10 amend would be useless"