The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1904-04-13
STRUGGLE FOR CONTROL OF THE NORTHERN PACIFIC IS Oh

ing to the four winds the stock, the hold
ing OF which by this corpora ton has been
adJudged to be the source Of power
20 limit competition, and therefore a vio-
laton of the act
Well, how do we stand upon the pc
utloners proposition? What he asks your
| honors to order in lieu of this distribution
OF the assets among the stockholders ac-
cordlng 70 their rights, is that there shall
De returned to the Oregon Short Line the
entire amount Of Northern Pacific stock
Mnlch was originally delivered to the
NoTtnefn Securities company by him; and
tnaC ne says was $37, 023, 900 par value OF
the common stock, and $41,0S5,O 600 par
Val9e OF the preferred stock, and this
preferred stock, he says, was transferred
| under an understanding and agreement
tnat 1t should be converted into common
STOCK which he says has been done. So
that ne asks you honors. to order that
there be handed back to the Oregon Short
Line. to be put with the Equitable Trust
company, which is trustee for an issue
Oh Donds by the Oregon Short Line com
Pany, SO that 1t must remain in block,
not subject to distribution or sale $751;,
1pS,OOO of the stock of the Northern Pa
enc company. The capital stock of the
OOO The $4,000, 600 which he asks you
70 order into his, hands is therefore,
large majority of the stock of the North
efh racine. 1t appears, upon the records
OF TINS cause that ALL or substantially
al, Of the stock of the oregon Short Line,
which is to receive this $78 600 900 of
shares of the Northern Pacific stock is
owned by the Union Pacific company
IL your honors will look at the map,
you made Your decree. you will find laid
down the route Of the Union Pacific COM
PdIyi including the Oregon Short Line
which is theirs through owning all the
| STOCK, and The line OF the Northern Pa
enc and Great Northern companies, in
GGludlng the Burlington. owned one-half
Py each Of them, and you will sec that
by the same rules which your honors
| nave applied in the Judgment in this
case your are being asked to put into
the hands of the Union Pacific company
the absolute control of the parallel and
competing line of the Northern Pacific
Give Control to Union Pacific.
take it that there can be no question
OF the authority and the duty of a fed
efaI court to shape the execution of a
JuoSII1n me which prohibits one control of
pdIdilel ana competing lines by compelling
competing lines.l
Your honors will perceive that this
WhoIe Northern Securities company arose
out OF the effort to prevent the Union
HaclIlc company from acquiring control Of
! me Northern Pacific. Having gone into
oregon Short Lime, the Union Pacific now
| asks your honors to make an order which
snali insure success in the plan Of re-
stFalnlng competition and acquiring mo-
nopoly which was untimely interfered with
py the formation of the Northern Sc
curltleS company.
consl4ers TO be appropriate as a reason
LOT all0Wlng him to intervene in this case
| against the viii OF all the parties to the
cause; and it is to accomplish this that
| ne wishes your hopors to go beyond the
units OF the decree which you have made
| ana TO reverse the decision which you
nave incorporated in that decree
! The constructive custody and control of
TIE assets or this corporation on the part
OF irer ms ~ court can arise only by the grant
ing OF ms petition AS l read your honor's
decree you have carefully, ex industrial
reIIalned from interfering with the affairs
OF this corporation beyond the point
where you considered it necessary to in
terIere Tor the vindication of this statute
and you nave made a decree which is
purely a decree in perSonam.
You have made a purely in personam-
decree. You have not dealt with. the res
at all Under your decree it was com
peILenf Tor this corporation Immediately to
| would have. ended it.. It is also Competent
| for it to distribute all the property that
| It mas, and that will end it. What the
corporation Is proposing to do is neither
the violation Of your decree nor in execu-
| flon or your decree. 1t has no relation
TO 70 your our decree, except that that decree
nad the erect t. make it improbable for
II to continue to hold the property. Your
nonorS intended that it should make it
| ask your honors- whether YOU have de-
| clded that 1t was not necessary to the
| exercise of the Jurisdiction under this
Statute-decided itin the face of the nrav-.
your Judgment has been affirmed by the
supreme court Of the United. STATES
wiener you are prepared to extend the
jurisdiction under that statute to turning
this into an administration suit and UNI
dertake to wind up the affairs of this
New Jersey corporation in this court in
minnesota. BY your decision it is unnec-
eSsary to the exercise of the jurisdiction.
BY your. decision it is unnecessary for the
pOses-and the sole purposes-of which vo,,
nave been enabled to bring this corDora
ton here; and. it will be a great and
startling extension Of the claim to federal
jurisdiction oyer state corporations.
Foreign to the Purpose.
1t is quite apparent the kind of right
winch they wish to assert is one which
should be asserted by independent bill:
involves the assertion of new issues it
involves the Introduction of new defend
ants. 1t is foreign to the purpose. and
foreign to the decree in this suit
h IIhey are n,l not claiming rights as share
right as a shareholder of the Northern
Securities company. They say to your
honors the effect of this transaction into
which we entered with MeSSrS Hill and
Morgan and Kennedy and James in the
making of this corporation have now
been held to be such that we are entitled
to get back the property which we put in
and we offer to hand back the certificate
of stock that we got. They repudiate the
relation of shareholders. They are not.
mere as members of a class. They are
mere asserting a separate and independ-
ent right OF action against this corpora
ton, never represented by any class here.
And upon what do they base it? NV
learned friend does not put it out in his.
petition; he does not state it in his brief
But 1T is that he has entered intoa an il
legal compact If it was not Illegal
what right has he to get back the stock
that he sold
So he comes into court asking your
| honors to relieve him, a party to an lille
gal contract. and to come to his aid and
make decree that he get back what he
has parted with. What is the rule? That
a court of equity will not lend its aid;
that from such a contract as that. such
an agreement as that, no right arises;
that in such situation the right Of the
defendant is the better, the right of the
pOSSeSSor is the better; that courts of
equity leave property and property rights
where they lie.
Is not he particeps criminis? Is not he
in pari delictO2 Is not the transaction exc
| cuted? If not, why not? What remained
to be done in the transaction? Control
was vested in the corporation, the whole
transaction was completed, the control
was exercised. 4 Your honOrs have come in
and killed <it.sA 1t was born, it lived its
life, it metF;ts3death. Was he not in
rector of lids corporation on the first
day Of it's HEA Participated in every act
original oofltfabdtor, one of the largest
shareholders 4tRa the stock through the
holding of Whieh it was reTfabled to eXer-
else it's Illegal control
Now. l sayffEaf person coming in and
trying to break INTO "a litigation from the
outside upon a Showing of that kind, upon
such ground commends himself not at all