New-York tribune., 1903-07-30
DEMURRERS UPHELD.
Salts against B. and o. and Staten
Island r. T. Co. Dismissed.

An opinion was handed down yesterday in the
United States Circuit Court of much interest to the
stockholders Of the old Staten Island Rapid transit
Con,panv which was absorbed by the Baltimore
and Ohio Railway interests. Judge Platt sustains
the demurrers interposed by the railway companies
In two actions begun against them by Robert L.
Redfeld as executor. In sustaining the demurrers
Judge PIatt also dismisses both bills OF complaint
filed by Redfeld, but, the court says. without
prejudice"
The Baltimore and Ohio in 1883 acquired 81 per
cent of the capital of the Staten Island Rapid
Transit Company IN return for its guarantee OF the
Staten Island company's bonds In 1888. with, the
plaintiff charges 'ulterior motives" the Baltimore
and Ohio defauled in it's guarantee and also caused
the rapfd transit company to default in the payment
Of interest the bonds, although earned. An
agreement effected. the plaintiff alleged in his
complaint between the Baltimore and Ohio and
the stockholders TO foreclose their mortgage, and
thus enabled it acquire the controlling interest in
the Staten Island company through the foreclosure
sale. The plaintiff asked that number of shares
of the stock of the Staten Island Rapid Transit
Company equivalent to the Baltimore and Ohio
Railway Company's holding in the old rapid transit
company namely 1850 shares. be assigned by the
Baltimore and Ohio to the old rapid transit com
pany AS a relief the plaintiff demanded that the
defendants transfer to him hundred shares of
the Staten Island Rapid Transit Company
The defendants demurred to the two bills of
complaint, on the grounds that the court had no
jurisdiction and that the plaintiff and the Staten
Island Rapid Transit Company were indispensable
party defendants, and. in addition to both being
citizens Of the State Of New-York should be joined
as such defendants in the action The plaintiff
says he asked the Staten Island Rapid Transit
Company TO bring the suit against the Baltimore
and Ohio in its corporate capacity and that he
would consider its failure TO do refusal.
In the opinion the court says, in part
The defendant contends that under the federal
decisions, 'such refusal in and of itself creates
such an antagonlsIn as 10 make It's alignment as a
co-plaintif impossible. The chain OF reasoning by
which counsel metamorphoses an antagonism which
seemed really Self-eVident then into harmonious
and friendly relation now is not we'll forged He
contends that the Baltimore and Ohio the wicked
partner. or master. or whatever ii may seem best
3ortty of the Staten Island Rapid Transit Company
stock, and through that domination was enabled to
portrayed. he argues that an antagonsm is le-
gally imposed by reason of that control. l think
the antagonism is emphasized and accentuated by
that fact.
A wrongdoer. be he slave or whatever you please
cannot be expected to request the injured owner
of 100 shares of stock TO hale into a court OF
To align the Staten Island company a CO.
plaintiff would be inconsistent in this case, since
about, and it would cut a sorry figure in court
as confessed wrongdocr.
Other points raised in the demurrer. the court
says can be determined at another time. and dis
misses the bill of complaint without prejudice in
addition to sustaining the demurrer. 1t IS said
that the action begun by the plaintiff really
started as test case to get a legal opinion the
exact status of both the Baltimore and Ohio and
Staten Island Rapid Transit companies prior to
the filing to declare the action Of the Bal
tinore and Ohio in acquiring the majority of the
Rapid Transit company stock while acting a
trustee illegal.