The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1905-01-04
n HILADELPHIA, Jan. a.

the Third judicial district. in an
opinion filed here today, reVerses de-
cision of the New Jersey circuit court
which restrained the Northern Securi-
ties company from distributing certain
stock of the Northern Pacific railroad
company
The decision is a defeat for the in
tereSt represented by T. II. Hartman
BY a decree of the New Jersey court
the Northern Securities company was
restrained from disposing of SI0,320
shares of common stock of the North
ern Pacific Railway company, alleged
to have been received from e H Har-
riman and Winslow S. Pierce, and of
347 $50 shares of the common stock of
the Northern Pacific Railway company
received by the Northern Securities
company from the Northern Pacific
company. Today's decision, however,
gives the Northern Securities company
the right to dispose of the stock. Har-
riman and Pierce, when the Northern
Securities company had been declared
by the United States supreme court to
be an illegal combination, demanded
the return of the original stock they
had contributed at the time of the
organization of the combination. The
Northern Securities company, 1t was
claimed. intended to make a pro rata
distribution of the stock of the con-
tributtng company
Text of the Decision.
The opinion was written by Judge
Dallas. After reviewing the organiza-
ton Of the combination ana subsequent
history the decision says:
Hartman avSrred that the shares of
railway stock in question were ac-
quired by the securities company; that
it would hold them as custodian, de-
pository, trustee and owners of said
shares were the parties who originally
exchanged the same for stock in the
Northern Securities company
THE Northern Securities company
claimed that it acquired the stock by
purchase and that it owns the stock
outright"
After quoting the resolution under
which the stock was acquired, the
opinion says the resolution contem-
plated a purchase and not a trust and
that the resolution was adopted at a
meeting at which Hartman was pres
ent. The opinion continues.
Owned By Northern Securities.
The Northern Securities company is
the owner of .537 ,594 shares of The
stock of the Northern Pacific Railway
company which has been restrained
from voting or receiving dividends, and
in view OF this rest raint ali the parties
agre, that it should not continue The
Northern Securities company, accord
ingly proposes to assign them pro rata
to it's shareholders. including not less
than $500 persons whose shares are uH-
questionably acquired by purchase and
who are not parties TO this suit and aS
such disposition of them would effect
a Tatab!e, and therefore, equitable d.
vision of them amongst all who are
entitled to participate in d distribution
of the cooperative assets, we are Of
the opinion that the injunction which
prohibited should no longer remain in
force. II the question before us had
been involved and decided in the suit
n q he nrf n 81 II
Securities company, or If it had been
passed upon, though but incidentally.
by the supreme court of the United
states IN disposirs Of the appeal IN
that case, we. of course, would not re
Sard it as an opinion.
Was Not Decided
But it was neither decided nor con-
sider5G at any stage Of that litisa-
ton. The petition or bill of the
United States did pray that the stock
holders OF the railroad companies VINO
had exchanged their stock therein for
stock of the Northern Securities conf
pany should be required to surrender
any stock of the Northern Securities
company so acquired and held by them,
and to accept therefor the railway
stock in exchange for which the same
is issued. but the decree, insofar as
il was mandatory, went 10 further
than to prohibit the doing of the Spe-
cific things which being done. would
effect the result denounced by the act
1903, l. s. 356. This was all that was
requisite and it was accomplished by
that part of the decree which has been
already quoted, and the ADDED clause,
though apparently suggested by the
prayer of the bin to which if referred.
was obviously not intended 20 have any
obligatory effect. TT was permissiye
( merely. and this so plainly appears
from its terms that it is necessary
OnlU to direct attention rbCul srb Y
7 are:
But nothing herein contained shall
be construed as prohibiting the North
ern Securities company from returning
J and transferring to the stockholders of
! the Northern Pacific Railway company
and the Great Northern Railway com
| pany, respectively, any and all shares
! of stock in either of said railway COM
| panies which said, the Northern Sc
curities company may have heretofore
! received from such stoC khoiders in ex-
change for its own stock; and nothing
| herein contained shall be construed as
I prohibiting the Northern Securities
company from making such transfer
\ and assignment OF the stock aforesaid
| to such person or persons as may now
be the holders and owners of it's own
| stock originally issued in exchange OF
! in payment for the stock claimed &c
| have been acquired by it III the afore-
| said railway companies
/ ms uetFEe Was all1fllGu III It's ell
/ tirety and the cOmplainantS asked leave
/ to intervene in the Minnesota suit. The
! decision here reviews the Minnesota
| litigation and in CONCLUSION says
From all that has been said in the
! foregoing the decision below must be
/ reversed"
Judge Gray Dissented.
Judge George Gray OF Delaware
| filed a dissenting decision He said,
| I dissent from the Judgment of the
| ma jority OF this court / do not think
! the judge below exercised other thar
| sound Judgment in granting the injunc
/ ton Nothing but a clear conviction
( that the bill was without equity would
| have justified the court below in refus-
/ ing the injunction. AS L am of the
| opinion that the majority has given
| due consideration to all the parties tC
/ the suit and a case established to en-
! title complaints to the protection of tbs
| Injunction. am in favor of affirming
| the Decree"
CONSIDERS TT SETTLED.