The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1902-09-29
c. WEIDENFELD
AS INIERYENOR
Continued from First Page.)

Boutele reviewed some facts Of the evil
dence, reading most of his arguments
from a statement that he intends to file.
He commended, at length, that the retire.
ment of the preferred stock was but Il
step towards the merger; that such re-
tirement, while legally possible, would
never have been thought Of but for the
fact that Messrs. Hill and Morgan, al
though they controlled the common stock
of the Northern Pacific, had been unable
to get control of the preferred stock.
Hence they retired the preferred stock
and issued common stock in its place, yet
unfairly prevented the owners of the pre-
ferred stock from subscribing to the new
issue Of common.
In a colloquy between Messrs Boutelle
and Mr.. Mum and between Mr.. Boutelle
and the court, the attorney for Weiden-
field made 1t clear that he did, and he
did not, find fault with the retirement
Of preferred stock. He didn't deny the
right Of the Northern Pacific to retire
that stock in good faith and for legal
purpose. But he did deny the company's
right to retire the stock according to legal
forms for on illegal purpose.
Mr.. Boutelle cast a dilemma harpoon at
his opponent. "You say exclaimed the
Weidenfed leader, that you want de-
cree on the merits of this case. But in
that case you must expect the intervenor
establish a standing, what is left on which
to predicate a decree? With no plaintiff
and no attorney for the plaintiff, their
case is less than an academic dream
| The attorney added that, as Pow
err brought his action on behalf
not only for himself, but Of the
other stockholders, all Of them were
practically in court. The only limi-
tation of their conduct would be that they
must not go beyond the essential ques-
tions Of the original suit.
Mr.. Munn-Then you are taking the
place Of Power, are you?
Mr.. Boutelle-Yes, but without his dis
abilities. If my client had formally ap-
peared as a co-defendant with Power, and
| Power had afterwards failed to maintain
his position, that would not have invali-
| dated our position, and it does not do so
now.
The speaker maintained that the
merger, as he understood IT, violated the
state law and made the defendant COM
| pany liable to forfeiture Of its franchise
Hence any stocl1holder Of the company
| would be entitled to equity, to seek to
set aside, as ultra vires,' consolidation
so inimical to his own interests.
The Pro- Merger Plays.
Mr. Boutelle's special object would be to
disapprove that play to the gallery as
It.,
gan had been constantly making, their
vociferous assertion that In forming the
Northern Securities company they had not
| the least intention of combining or Of de-
stroying competition.
Yet in fact they had taken every precau-
ton to unite and maintain control of the
! companies affected. They had even fixed
the capital of the Securities company al
s40O, 600, 900, to prevent the possibility OF
an outside party's buying majority OF
the stock. "a s40O, 900, 900 company is not
bought up three times a week.
At last Judge Amidon uninterrupted the
argument and observed that there had
been good deal of talking but very lit
tie had been said as to the right OF
Weidenfeld to intervene. That right
would depend ON the facts as already
disclosed in testimony. He knew moth
ing more Of the case than is familiar to
the general public, but he would expect to
be enlightened by counsel as to Weiden-
fields status.
Regarding the general claims made by
Mr.. Boutelle the court recalled that in
an insurance case brought before him. the
law found to be that a member of a class
suing on behalf Of himself, and others
Of his GLASS;" does not, in fact, represent
legally any one except himself. He is not
entitled to become a self appointed de-
fender of the faith" He might, of course
:: have formally associated with him other
parties of the same class. who coul6
maintain their claims independently OF
him. But such association must ordinar-
lily be formal and specific.
, Here Mr.. Mum referred to he interven-
ton part Of a conspiracy. IT don't be-
lieve the merger question is involved" he
said. But we are perfectly willing to
discuss the merger question, only We dc
not want to forestall Judgment in other
cases now pending" .. ......t-
Judge Amidon replied that the Weiden-
fields right to intervene was question
to be settled.
IF he has that right, he has also the
right to have the questions involved ir
his suit brought to a decision. Yet an
not disposed to interfere in any way will
other actions pending. On the other hand
= how can this suit be decided without
t passing upon those questions?"
! That Mr.. Boutelle might fortify himself
= with law books and luncheon, adjourn.
ment was here taken until afternoon.