The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1904-04-12

TUESDAY EVENING,
decree, to come in here and presume
to instruct this court as to Its action.
The petitioner says he is unfairly
treated. He has been given all his
rights as a stakeholder. 1t lies with
the stockholders to say how they shall
dissolve the corporation, and they nave
done so. Do they ask the court to re-
strain the stockholders from meeting
and expressing their wish as to the dis
tribution of this stock 2"
Court Asks Question.
Suppose" said Judge sanborn,
"that this stock was about to be trans
ferred to another holding corpora
ton, formed in New Jersey, and that
fact should be brought to the atten-
ton of this court?"
81 should not question the right Of
this court to make a decree in that
case" replied Mr.. Root.
What distinction do you find be-
tween such action and the one COM
planned of by the intervenors pur-
sued Judge Sanborn.
There Is this difference, that the
transfer is to be made to individuals,
who are claimed to be in a combina-
| ton. Is there corruption of blood?
Must we presume that Mr.. Hill and
i
law; that they are law-breakers?
Will Not Hold Control.
| tThere is no foundation in fact for
the statement that this action will vest
! in any particular class Of holders the
control of the Northern Pacific. !
| will show this by affidavits. The ex-
| animation Of the books shows that the
individuals who by any construction
have been included In a group of COM
mon interest will not under this dis
tribution acquire majority of the
who have been working with Mr.. Hill
will have "a per cent of the Northern
Pacific, and 23 per cent Of the Great
Northern stock while the Oregon
Short line will secure 20 per cent Of
the Northern Pacific and 10 per cent
dreds of stockholders all over the
world will become the owners Of 1894
per cent Of the Northern Pacific and
1914 per cent Of the Great Northern
stock. The stock will be scattered to
the four winds.
Asks to Effect Merger.
''But what does this petitioner ask :?
He demands that you decree into his
hands, or into the hands of the Oregon
Short line, over $78,000,000 of the
| Northern Pacific stock, or a clear ma
jority. AS the Oregon Short line, a
majority Of it's stock, is owned by the
Union Pacific, this would give to the
Union Pacific control of a great paral-
lei and competing line.
THE organization OF the Northern
Securities company grew out of an at
tempt to bring about this control.
Having failed in this attempt, the petit
toner now asks your honors to grant
them the control. For this reason he
asks to intervene in this case against
the will of all the parties in the cause.
THE brief of the petitioners pro-
ceeds on the theory that your honors
are in constructive control of the as
sets of this corporation. Such control
can arise only by the granting of this
petition. Your decree did not result
. in such control or custody.
; Not Required to Return Stock.
What the corporation proposes tC
: do has nothing to do with your de.
cree, except that your decree rendered
it Improbable for it to retain the
. property. I ask you whether you are
, prepared to grant this petition ant
: turn this into an administration suit
= for the purpose Of winding up the
affairs Of this corporation? So fal
as it may be necessary to vindicate
3 the statute and the decree, the cour
t may go, but it is not necessary, anC
2 it would be a most extraordinary ex
3 tension Of the jurisdiction Of the fed
Y eral court over a state corporation
3 You cannot give effect to the alleged
r equity Of this private individual with
s out giving effect to the equity of al
other stockholders. Your honor
= would have embarked on a line Of &C
:. ton which you so carefully avoided
y in your decree.
g The petitioner does not state it il
3 his plea, but he has himself entered
I into an illegal combination. He mad
I a contract, and on what ground doe
l he ask it to be rescinded? Nothin,
: but it's illegally. He asks you to re
lieve him, party to this illegal con
he put in. From such a contract n
e right arises. Is not he particep
n crinimis? Was he not equally delin
> quent?
g Suppose the court should conclud
- to make an exception to this we'll
= established rule. Such exception
" arise from a presumption that tn
! parties are not equally guilty. MI
# Hartman and Mr.. Pierce cannot plan
- themselves on this ground. The
: waited to take the last chance of sue
d cess. They saw the stock Of this cor
= poration sold all over the world, b
e thousands of shares. Now they as
/. the court to come to their special re
lr lief.
If Get Special Benefit.
t. '"They would receive special benef
it from this distribution. Where di
10 this $1,000,000 additional come from
From the stockholders of this col
lie poration, who bought the additions
g stock on which the profit was baset
ID The petitioner would get his add
} tional Northern Pacific stock from tn
IF purchasers Of that stock. Was
to ever heard before that one of tn
s. parties to an illegal transactio
il should come into court and ask to
E. given a preference over the rest, an
lie desire a special benefit? The thing +
Of seeks is not only a vain thing, b,
l. would be a direct violation of tf
Of statutes and the rules of equity.
as he seeks it anywhere, he should see
I'd it in the courts Of the state which h
lie jurisdiction over the corporation.
- has no place ferore this court
Court then took a recess until
lo'clock.
The afternoon session opened wit
the second argument for the petition
T,,I of a