The evening star and Newark advertiser. [volume] (Newark, N.J.) 1907-1908, 1907-09-17
FOR
|. S. in BILL
ON MERGER
Court Grants Motion to
Cat Out Paragraph in
Injunction Litigation.

Vice-C Chancellor Emery today granted
the motion made by r. V. Lindabury
and Frank Bergen. counsel represent
ing the Public Service Corporation, to
strike out paragraph fifteen of the bill
filed by Judge Thomas j. Raymond,
counse for James M. Seymour. to en-
ioin the merger of the United Electric
Company. In the motion to strike out
paragraph eleven, to which objection
was made by MIR. Llndabury, on the
ground that it was based purely on in
formation and did not set up facts as
a basis for the charges, h court held,
the complainant might amend mas
much as there seemed to be other al
legations In the paragraph which are
material.
The application to eliminate the two
paragraphs came up on the return Of
a notice served by the Public Service
Corporation law department on Judge
Raymond several days ago.
In opening this argument in support
of the application Mr.. Bergen said the
complainant to the suit Represented
sixty-one shares of the United Electric
Company's stock. He hen read para
graphs eleven and fifteen, and the
prayer of the bill, and asked that the
two paragraphs be stricken therefrom
as unimportant and irrelevant.
Judge Raymond said it was important
If the charge of fraud Is to be tried out
that the~allegations contained in para
graph II be maintained. He asked
leave to amend the bill so that 1t might
be technically phrased to conform to
the objection raised by the other side
that il was on mere Information and
belief and did not charge as to facts.
TITS irrelevant. anyway" said Mr..
Bergen.
1.-THE section was drawn on our be-
lief in the facts" Judge Raymond be-
gan
Your belief was irrelevant, aiso," in
terjected Mr.. Lindabury.
AS to section 10, Judge Raymond
said any fact that would throw light
on the financial condition of the cor
poration. past or future, ought to be
considered as important.
The gist of paragraph II is as follows:
That your orators believe that the said
directors of the United Electric Company
deliberately planned for the holding of the
aforesaid meeting in the summer season,
when many of the stockholders were away.
might be rushed through with as little OPP
position as, possible; that the purpose Of
said directors. was TO perpetualiy
ity stockholders in order that -" large
returns from the property and FRANCHISE
Of the United Electric Company IN the
near future may be diverted to the pc;
cuniary advantage of said directors and
others interested in the Public Service
Corporation. " > That. such action
and a breach Of trust: that directors at
tempted to conceal the true situation or
the two companies: that copies of lease
It was practicaliy impossibbie to see the
single copy on exhibition in the companys
office. and that stockholders could not vote
intelIigently on said lease proposition be-
cause of ignorance of the financial affairs
Of the two companies.
Paragraph fifteen reads as follows:
That through some means unknown to
your orator Public Service Corporation
has never been assessed any State fran
chise tax, and that consequently 1t has
never paid any franchise tax; that 1t Is
liable at any time to be assessed for It's
legal and proper franchise tax. and that
Until such tax is assessed and the amount
of such tax ascertained, the financial con"
dition of said company cannot be asoer-
tanned by the minority stockholders.
Mr.. Lindabury, In attacking the twn
paragraphs, said the allegations
throughout the bill were a pure i'm
pe~rtinence and of no consequence, i'm
asmuch as no fact was set up, every
allegation and charge being based
purely on information.
eve are required to answer o have
they the right to ask this court to try
out accusations based merely on hear
say speculation" declared Mr.. Linda
bury. eff they have any charge to
make let 1t be done properly and in
the usual FORM" s.
yes, the bill will have to be
amended in that respect" asserted the
vice-chancellor.
""Then we can demur to h whole
thing, to everything in the BILL" sup
plemented Mr.. Lindabury.
Your right to demur to the bill can
come up later when this application Is
disposed oof,' said the court.
Mr.. Lindabury then attacked para
graph is of the bill and said It was
most scandalous to make such baseiess
charges in these times of excited pub
lie opinion, He said the company was
in no wise responsible for the failure
of State officials to levy assessments
against the corporation for it's fran
chise tax.
IT submit this paragraph is notsonly
incompetent, but is absolutely scandal
GUS, uecldrSu MI. LihudOuAJ. o"S"
things ought to be condemned in|tnese
times of excited public opinion"
II will have to take the bill9and go
over it," concluded the court. 1T In
incumbent on the complainant that he
modify the bill and show the u .
state Of facts ~warranting the oon-
tinuance of the cause. The bill must
present facts, not the conclusionsfof the
| co~mplainant's counsel. l shall allow
the motion to strike out paragraph 1bs
but will deny the motion to strike out