The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1903-05-07
The Hartman Interests Al
lowed to Vote.
IHE OPINION is LENGTHY
And Against the Conttnion That the Union
P.cifc Was an Accessory or Actual
Party TO the Suit Which Was
Brought.

tBN the hSSOCldteu IftSSst
Cincinnati, Ohio, April 6.--Judge Lurton
this afternoon refused the injunction ask Z
cd for by the Keene interests to restrain
the Hartman interests from voting the
Union Pacific holdings at the Southern
Pacific Company's election on next We'd
nesday The opinion, which was quite
lengthy, was against the contention of
the complainants that the Union Pacific
was an accessory or actual party TO tho
suit even though Chairman Hartman
of the Union Pacific board of directors
had made an affidavit in the case. Being
a mere witness in the cases did not
amount to an appearance by the Union
Pacific as a party in the suit. As to
the averment that the Union Pacific was
cXpending the receipts of the Southern
Pacific in bottermi1t ON the Central
Pacific with a view to the ultimate pur-
chase of that road, the court held that
all this was specifically denied by the
defendants, and that even If true, IL
could not be sustained except on a show
ing that the action was ultra-vires. On
the whole case the court held that the
case be dismissed
complainants the minority stockholders
of the Southern Pacific, gave notice of
appeal to the United States Court Of
Appeals, and asked that pending the
hearing of this appeal the election of
directors of the Southern Pacific set fer
April Sth be stayed. Lawrence MAXWELL
and Judge Humphrey, representing the
defendants agreed to that order, inas-
much as to do otherwise would render
the appeal ineffective It was agreed that
the stockholders may meet as arranged.
elect a chairman, and then adjourn until
called by the chairman. after the appeal
has been disposed of by the Court OF
Appeals.
After reftting the facts in history
of the contention the affidavit, argu-
ments and claims in support OF both the
bill of application for an injunction and
the answer, Judge Lurton held that he
had no jurisdiction. He said the right
of stockholder to vote upon his stock
at all meetings of shareholders is a
right inherent in the ownership of the
shares. and as such a property right
If the right of the 100000 shares
owned by the Union Pacific Rail-
road Company 10 vote be denied, / should
have to hold and adjudge either that the
Union Pacific Railway Company was in
capable of legally acquiring and holding
shares in the Southern Pacific Company
or that, if competent to own and hold
such shares, It ought not to be suffered
to exercise the right of participating in
the election of directors, if such par
ticipation may result in placing the
Union Pacific Company in a position
where it will be capable of controlling
and dom n n ha ma Of
defendant company. The direct effect of
any such decree would be to deprive the
Union Pacific Railroad Company of one
Of the most valuable of the incidents OF
It's ownership of it's Southern Pacific
shares, the right to vote for managing
directors a meeting of stockholders,
1T is therefore, according to every def
lition an indispensable party to any bill
which challenges its right to own or vote
Ipon it's Southern Pacific shares. The
Union Pacific is neither actually nor con-
;tructively before the court and to the
argument that the two roads had such an
IDENTIFY of interest as to make the Union
Pacific constructively before the court
t may be said:
at must not be overlooked that the
agencies which have spoken
through the answer Of the Southern Pa
ific deny that they are, or have been
Iisloyal to their trust as officers and di-
ectors of the Southern Pacific Company
nd deny that in their character as Off
ers Of the Southern Pacific Company
hey stand for and represent the other
ompauy. They deny that the two roads
we're in any sense competitive or that
here is the slightest repugnancy in their
citing as directors for both companies
nd we cannot ignore the fact that while
here may be an identity of interest in
ONE particulars, the question Of the
light of the Union Pacific Company to
old and vote the shares owned by ii is
question which deeply affects it's prop
rty rights and in respect of which the
outhern Pacific Company as such has no
lterest whatever.
"There are two wholly distinct corpora
ons having each of its own parties and
8 own body Of stockholders, and neither
as any legal right to stand or represent
nc other except as it may be duly con-
-ituted the agent of the other. r
Tho suggestion has been made that the
ffdavits and exhibits show that the
lares owned by the Unon Pacific Raj
'ad Company stand in the name of f.
. Hartman and that he has made an af-
daVit which has been filed in the case
I'd which has thereby made an appear
nee in the case in his representative
laracter as trustee for the Union Pa
tic, and that having as a party the
ustee in whose name such shares stand
lie court has obtained jurisdiction to en-
Continued on Page Two)