The herald-advance. (Milbank, S.D.) 1890-1922, 1903-08-07

oasa brought against it by the state
Ia Minnesota.
,"ago Iochren decides that it does not
,',.,o the state act prohibiting combi-
".,,rs in restraint of trade, nor the act
''.s,hi,ing the consolidating of parallel
=. oonneting railroads. for the reason
~ II is not a railroad company.
r,o Northern Securities company Is de-
mad az an investigating company, with
I. control over the operation Of the roads
those stock it holds.
The Judgment says there Is not a
.d,,,ua of evidence to show that the
v,rthsrn Securities company has ever
..ngb, TO control or interfere with either
-uroad affected, in respect to operation
3 Management.
The merger is held guiltless Of any at
A.mnt or act in direct restraint of trade.
M stock holdings of the corporation, it
!. decided, can have nothing to do direct
! ar indirectly with trade, commerce,
transportation or rates.
The contention that because 1t was to
M p~ecuniary interest Of the incorpora-
tus Of the merger to consolidate the
creat Northern and Northern Pacific sys-
tsus, such consolidation was actually
hads, Is rejected OF the ground that an
1T to advance ~pecuniary interest cannot
v held to imply intent to commit a penal
kfenss.
The decision fatty controverts the con-
hntlons Of counsel for the state that the
nsrger can In any sense be considered a
nuroad company, because 1t owns a ma
brty in the stock Of both. 1t holds the
tcck as an investment, and has never
attempted to control the operation Of ell
her system.
The claim of states counsel that the
bnuisition Of a majority Of the stock OF
nv railroad is In fact a purchase of that
nd Is controverted in the decision.
The Judge frankly confesses that he
hrnot concur in the view OF the case
ken by Judges Thayer. Sanborn and
hdWell in the suit brought by the fed
~ government against the same corpo-
kton
h Decision.
This cause came on for fral hearing
st Paul, June S, 1908, upon the bill,
nWers and testimony taken and on file,
lI the cause is one of equitable Cogni-
.e ana that this curt has righttul jul
SdNtlon or the same was conceded by
eulseL The cause was fully argued. and
en iWi consideration the following facts
wear and are exhibited:
Burlington Purchase.
rs n 81 puFp f5s G Of the B%urlinstog
a sa Pacific, which was com
s sa a ABOUT April /, 1901, led the man
gs o. the Union Pacific company to
N = aversion of this traffic from the
LI.ay OF the Union Pacific to the rail-
y VI tne two purchasing companies:
IEaSard h Hartman. representing
Union Pacific company, applied to
EMss : Hill and j. Pierpont Morgan,
~ respectively represented the Great
~snsrh and Northern Pacific companies
bs sscn purchase, to permit the Union
.uc company to join and share with
sn N the purchase of the Burlington
IN sGm out his application was de-
aaereupon the said Hartman and
lfs acting In the interest of the Union
sac company began rapidly and quiet
~ ~ purchase the stock of the Northern
MA conpany, intending thus to ac-
ns,os majority of that stock and the
nsrsst N ~ tnat with its half
aTS ~ IN the Burlington system.
hass common stock of the Northern
~ company. was $50 0O. 900. and it
raj ss s.nu, and had outstanding pre-
G HI s.ock 10 the amount of $500 ,oNO.
mnn~ all tOltHk poWSI dS IIlE
u T stock, but which the mpa
~ action Of its directors might paw
!" par, and thus retire on the first
any s sncas 1901, or on the first day
~ Of April and first week in Nav
= ne said Hartman and others act
A. sna MIN In the interest OF the Union
u nor U,nP Psayy g%grchased and held a
\ ~ ssock. and a little more than SAL
srhs.r u the preferred stock Of the
M "a n rracllc company. being more
sjorhiSS Vovooo In all, and more than a
n and sne aggregate Of the COM
81 @uu preferred stock Of that com
I Io,. "a the irst week Of May. 1901, J.
fchassa g Co, becoming apprehensive,
tie Nor,b Voo,0 OF the. common stock
u their on re Pacihc company, which
thoa.. pfeyious holding of that stock
a, ~ose OF Mr.. Hill and other stock
3 n ~ the Northern Pacific company
rasa as matter acted with Mr.. Nor
d Ill oo sne latter the control of more
Nc more v NV or such common stock;
w. IMAM a majority of thai stock.
assncis hnoWn that Mr.. Morgan and
n snaates would insist upon the pay
X m retirement of the preferred
drectoSras ian. l. 1902, and hat the board
n wouIS OF the Northern Pacific COM
Enman lake action to that end, Mr..
II 49, and his associates abandoned
company. ~ Ne ~
securities Company.
lon psseteempt in the interest OF the
hy a. ofS. .hHc company to purchase q ma.
COM ane stock of the Northern Pa
conneny ana obtain the control OF
stn spv "ty, and through it of the Bur.
,toci Il stem alarmed the managers
hpany uIuers OF the Northern Pacific
ahlitv opu ied them to consider the
th sNHo,T FORMING a holding
kage for ~ purchase or secure in ex-
Ny or Ntthhs own stock more than a ma
\ connn - STOCK of the Northern Pa
et o. my raid in the future In the i'm
Nj. IN, fivai or hostile railroad.
" the ahd the stockholders referred
esse aIoa.eat Northern were
erest AZ lined by such attempt in the
hn cnrt.ne Union Pacific company to
thronnh Of the Northern Pacific
tsult wh,d y or the Burlington system,
rously a,T they apprehended would
hers sssSSrshern railroad. and the country
railroooys IT and by the Northern Pa
Iishinr . AND in the project Of es-
ae and ba holding company to pur-
lNortharno ~ a majority of the stock of
the prrna laclhc company they joined
enpany apGse Of selling to such holding
e in the placing therein their own
hitting ali nIfea{ Northern company and
1e conns other stockholders OF the
ewse 1,pany who might choose to do
above ~ thus accomplish their pur-
The No ~ stated OF giving p~errnanency
II Nortbsement and policy OF the
Zone by Compnnies,
tates evaporation Of the Northern se-
Nav ~oHipany under tho roraraI 10 nc