Omaha daily bee., 1903-04-07
HARTMAN MAY VOTE STOCK
Keene Fails 10 Secure injunction Against
Union Pacific
APPEAL is mMlOATtly ENTERED
Lawyers Agree 20 Postpone Election
of Directors Pending Decision Of
Supreme Court, Though chair
Man VIII he Named.

CINCINNATI, April 6.-Thls afternoon
Judge Lurton concluded reading his opinion
denying an application to restrain the
Union Pacific from voting its 900, 900 shares
at the Southern Pacific annual meeting.
The opinion. which was quite lengthy,
was against the contention of the COM
p~lRinant that the Union Pacific was a
necessary or actual party to the suit, even
though President Hartman Of the Union
Pacific had made an sfidavit in the case.
AS to the claim that the Union Pacific was
expanding the receipts or the Southern
Pacific In betterments on the Central Paci-
hc with a view to the ultimate purchase
Of that road, the court held that all this
was specifically denied by the defendants
and that even IL true II could not be sus-
tanned except on a showing that the action
was ultra wires. On the whole case the
court held that the bill be dismissed.
Senator Foraker Immediately gave notice
OF appeal from the minority stockholders
of the Southern Pacific, and asked that
pending the hearing the election OF direc-
tors OF the Southern Pacific set for April
5 be stayed. Lawrence Maxwell and Judge
Humphrey, representing the defendants,
agreed, and an order was entered permit
ting the stockholders TO meet as arranged
and elect a chairman and then adjourn
until called by Mr.. Hartman after the APP
peal has been disposed of.
Gives Permission to Try Again.
After r%eciting the facts in a history of
the contention, the Judge said:
Without expressing an opinion as to the
power OF a court of equity to interfere
with the privilege or a stakeholder 10 vote
his shares as he pleases and for whom
own and hold the SharpS at all or an
opinion upon any OF the most interesting
questions which arise properly only in a
party, l must decline to grant any injunc-
ton restraining the voting of the Union
Pacific shares at the approaching election
for directors.
The application to retain the cause for
a reasonable time in order that the Union
pleaded in a forum having Jurisdiction
over 1t to try the question of its right to
hold and vote the shares in question and
granted until ouch litigation may be started
and brought to a conclusion must be
To continue the stay order heretofore
granted for the purpose desired will be in
effect to dispose Of this litigation, for If
the Union Pacific Railroad company be
denied the right to vote its shares at the
election to be held under the company's
BYLAWS Il % S6%1To, be sn to t9sn that nat company %Inpadyy
ENDS sought b; this ,proceedlngs. withogt
u AoulCLlOA ONtA III pAllilbdA patti
thereby affected.
There remains the question as to whether
L shall not grant an Injunction to prevent
the defendant from disposing Of shares of
the Central Pacific owned by it, or of the
lease of the Central Pacific to the Union
Pacific company. or anyone acting for 1t
and In Its interest.
R~epudiRtes Actions Alleged.
1t would be difficult to find a more
fragrant instance of repugnant trusteeship
than would be exhibited II the persons ia
the board of the Southern Pacific, who are
also directors of the Union Pacific, should
by their votes, discharge the double funo-
ton of buying for the one company and
The design or purpose to dispose of the
Central Pacific. stock, in whole or in part,
or of the Central Pacific lease. has most
positively been repudiated by the defend
ant corporation and there has been pro-
duced no evidence whatever in upport of
the charge OF such a purpose made by the
penditures are being made upon the Central
Pacific line.
But unless it could be shown that these
expenditures were either ultra wires or in
pursuance OF some fraudulent scheme In
disregard of the interests of the defendant
company only would afford no ground for
appeal to the powers of a court of equity.
Such matters lie In the discretion OF the
managing director and 1t Is the funda-
mental law of corporations that the dis
erection of those having the power to act
will not be restrained upon the application
Of a minority who may entertain a differ
ent opinion as to the wisdom Of the ex-
The complainants may at any time here
after make another application upon OBJ
tanning evidence of a purpose to deal with
the Central Pacific stock or lease as they
profess to a~pprehend.
A motion to appeal was then sustained
and the Southern Pacific election postponed
pending the appeal.