The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1904-04-13

to come in by. their conduct and
buy certificates which assured to them
an interest in the property that they
| mad put In the hands of the Northern Sc
| curities company.
| They ask your honors now to come and
take the Northern Pacific away 1t has
gone up Other property of corporations
| have gone down. They will get an adj
| vantage by it. He tells your honor it
! makes million difference. Where does
| the million dollars come from? 1t comes
| from the general shareholders of this
| corporation who are to have taken from
| them the interest in the million dollars
! in order that it may be given back to the
1 oregon Short Line and Mr.. Hartman,
VINO was director, and sat and saw this
But that is not ALL 1t appears by the
| certified extracts from the minutes which
/ are before you. that on the 22nd day of
January, 1908, Mr.. Hartman was present
] at meeting of the board of directors of
4 the Northern Securities company which
/ authorized the sale Of rs, 900 shares Of the
/ for cash.
Now, your honors will perceive that if
my friend gets back this great block of
! Northern Pacific stock, which he says
| is worth million dollars more than what
/ he would get by fair and equal diStribu-
ton Of the assets of this company among
! its stockholders, he gets it away from the
/ purchasers of that stock, and the stock
| that was sold upon his resolution gave to
each purchaser certificate of interest
1 In that property, as in all the other prop
4 erty of the corporation.
Now. was it ever heard that a court OF
| equity should permit a participant in an
| illegal transaction to come in and have
| the aid of it's process to take away from
! the persons whom it has lured into it,
owned? And you are going to be asked
| to give preference to one of the prin
cipal participators in the original tlle
| gality. as against the comparatively in
| nocent persons who, by his conduct and by
/ MS express action, have been led to come
| into the transaction
Lovett for Petitioners.
Upon the reassembling of court after
the noon hour, r. S. Lovett' opened for
the petitioners. He said:
We take it that in determining the
| questionable question now before the
| court-the court will not look beyond the
/ petition and it's own records in the suit
! IN which it is sought to file the interven-
ton; that the court, upon application for
| leave to intervene, will not go into any
! question of fact that may be raised by af-
| ndaVlt, but will decide whether, assum-
ing the application to be true, the petit
! tlOners make pr1ma facie case emitting
| them to the relief sought. If such prima
| facie case is made, then we take it that
the defense that may be interposed, the
reasons that may exist, if there are any,
4 why the relief should not be granted, es-
| pec1ally the reasons that arise upon facts
not before the court, will be determined
| only after the parties have an opportunity
| to examine the witnesses and take the
testimony in the regular way.
When the court comes to take the
| proof (lf we are granted leave to inter
| Vene), we shall have an opportunity to ex-
anime Mr.. Nichols, the secretary of the
| company, and also the holders of this
stock, the stock of the Northern Securi-
ties company. and we can then deter
| mlne-especially upon an examination of
the persons or some of the persons in
| whose name the stock is registered-We
| can then determine whether or not it is
| true, as Mr.. Nichols states, simply from
| the record as secretary that those inter-
4 in ion nf tI1a
| Securities company those individuals who
/ We're defendants in this suit, will own
only % per cent Of the stock of the
| Northern Pacific and about 20 per cent
| Of the stock of the Great Northern; be-
4 cause l take it that Mr.. Nichols afff->
davlt is limited to what his records as
| secretary show with respect to these
facts. So the questions as to whether
| there viii be the injury resulting to those
/ who bought the stock that was sold for
/ cash, which the learned counsel predicted,
| II the course that he asked the court to
i follow is adopted, the court will have an
l Opportunity to inquire into these facts
| and determine what other assets the
| Northern Securities company has and
whether any injury will result to. any one
from the restitution Of this stock instead
| OF the distribution of it as proposed.
Questions of Fact.
So with reference to the relations of the
| Union Pacific to the Oregon Short Line
and the location of the lines of the Union
Pacific and the Oregon Short Line and
|
| of fact, and that is a question which
we make it not only may be but must
| be deferred until we come to the proof
| in support of this petition, because we
| take it, that the court will not go into
| trial of that question by affidavit or other
! wise upon mere application for leave
| AS to whether the parties are in pari
| delicto whether the petitioners partici-
pated in an illegal transaction to such an
| extent as to deprive them of the right to
| the relief which they seek, is also a cues
| ton of fact arising, we take it, after the
| intervention was filed. There are other
| questions suggested by counsel, that. as
| 1t seems to US, are merely questions Of
! fact to be determined after the petition is
=! before the court.
1 Our contention is that when the attor-
| ney general Of the United States filed the
petition in this suit and invoked the juris-
| dictlon of this court, and when this court
| rendered decree granting the relief pray
/ ed for by the attorney general, certain re-
| suits followed; certain rights accrued or
| were affected, and certain responsibilities
| developed upon this court which, under
| our view of it, are not controlled by the
| attorney general. He set the machinery
| in motion BY his proceeding or by his
| application rather he had the Securities
/ company declared illegal, and we contend
! that certain consequences attended his
| action and resulted from that proceeding
| that are not under his control; certain
| rights were affected-our rights as be-
/ tween Northern Securities company and
/ OtherS-and that certain responsibilities,
as I said a moment ago, devolve upon
this court which this court must deter
| mine for itself.
| We maintain, in the first place, that
the very object and purpose of this pro-
! ceeding was to determine the right of
| the Northern Securities company to the
| stock of these railroad companies. That
/ it was necessarily so. If the Northern
| Securities company rightfully acquired
| this stock, If it owned this stock, it was
/ entitled to all the property rights ordi-
| narily incident to an ownership of stock
I There was necessarily involved as the
1 very foundation Of the petition filed by
| the attorney general, the proposition that
| the Northern Securities company did not
| own this stock and never legally acquired
/ it. That was the foundation of the bill
! necessarily under our view of it. That
| was the controversy that was presented
! by the petition of the attorney general to
| the court: Does the Northern Securities
] company own this stock? Is it entitled to
| exercise the rights of ownership? The at
| tOrney general said that it was not be-
| cause it was acquired for an illegal pUr-
| pose and was held for an illegal purpose
| and therefore it necessarily followed it
| could not own it.
/ Issue Is Explained.
Now this court took jurisdiction of that
/ ton; took jurisdiction of the controversy
| between the attorney general on the one
/ hand and the Northern Securities com
| pany and its shareholders on the other
| as to whether or not the Northern Sc
4 gaRrrs