The Birmingham age-herald., 1907-07-06
THE APPLICATION
 IS DENIED ROAD Louisville & Nashville Loses Be-
 fore Judge Sayre CANNOT VOTE THE ST { Brandon Is Pleased With Reception at Chandler sprines-Governor Conner
 Is In Birmingham Today
 and Tomorrow.
CANNOT VOTE THE ST

Montgomery, July 5-(special )-Judge A. D. sayre of the city court, has denied the application of the Louisville and Nashville Railroad company for a modifi- cation of the injunction by which it is prevented from voting it's stock in the South and North labama railroad Thus IS the major corporation prevented from participating in the election of officers Of the lesser, thing which it very much desired and which it sought permission to do iron. the court mentioned
 The application was heard last week It sought to have the injunction of March. l9Oo, modified to the extent of allow ing the Louisville and Nashville to vote It's D per cent of the stock it holds in the other corporation in selecting offi- eers, but did not ask that it be allowed to go further. The motion was resisted bv Henry B. Gray and others, at whose in stance the injunction was granted. on the ground that 1t would give the larger holder of the securities advantage over the smaller, in that it could elect such officers as it desired
 This is further movement in the liti- gatlon by MT. Gray and other stock hoiders to prevent the sale of the South and North to the Louisville and Nashville. They contended that the price at which the transfer was to be made was too high and that they should not be made to sell their holdings if they did not care 10 do so. It has run through several courts, among them the chancery court Of Birmingham, where both the directors of the South and North and Henry B. Gray and others are seeking an account ing from the Louisville and Nashville railroad
 Sayre's Opinion.
 In the opinion of Judge sayre he, among other things, says:
 Counsel for the defendants having stated that they were at a loss to under stand the action heretofore in granting the injunction in this cause, without any extended argument, and without desiring to appear to be too inconsistent upon m.' own ideas, I will state the considera- tions which have heretofer influenced this court and which do so now.
 "The wrongs complained of in respect to the collusive accounting in the chancery court or Jefferson county, as well as the proposed purchase by the Louisville and Nashville Railroad company of all the properties rights privileges and fran chises of the South and North company are as yet undenied by answer and the reasonable prospect that such of them as are of a continuous nature will he continued until the ultimate purpose of the defendants shall be fully accomplish ed is fairly set out in the bill
 Assuming the truth of the charges as l must on this motion, 1t has seemed and does yet seem to me that the po- sition of the complaining minority stock holders would be intolerable unless this court can afford some temporary relief, at least Until this time the attack upon the injunction has been limited to so much of it as restrained the prosecution of the suit filed by the South and North company against the louisville and Nash vile In the chancery court of Jefferson county for an accounting, and the iudR- ment of the supreme court, reversing the decree of this court, was of course linn tied in the same way.
 '1 could have no purpose to quarrel with that decision: l am pleased to he reheved of responsibility to that extent and l propose to yield obedience to 1t in gool faith. But this by no means stands in the way of holding in accordance with my own opinion, that there Is still equity in the bill
 ''5o far as the proposed sale of the properties rights, privileges and fran chises of the South and North company to the Louisville and Nashville company is concerned. the bill remains untouched It would seem to be plain enough that the Louisville and Nashville company oubnt not to be allowed, through it's ownership of a majority of the stock of tho South and North company. no mat ter how large that majority may be, to negotiate and consummate with itself a sale tn itself of the property of the South and North company, ash long as there Is left stockholders of the last named company who objects. l quote the language of Morawitz on corporations which was quoted by Judge Stone in Memphis and Charleston Railroad com pany vs. Woods. S8 Ala, 641: Nothing can be more unjustifable and dshonor- able than an attempt on the part of those holding a majority of the shares in corporation to place their nominees In control of a company and then use their control for the purpose of obtain ing advantage to themselves at the ex- pense or the minority; 1t would be a con spiracy to commit a breach of trust. The directors of corporation are bound to administer It's affairs with strict impa.- tiality, in the interest of all the share holders alike; and the inability of the minority to protect themselves against unauthorized acts performed with the con- nivance of the majority. renders their right to the protection of the courts the clearer
 Brandon Is Pleased.
 Gen. William W. Brandon, who spoke on the Fourth of July at Chandler Springs, same back wonderfully pleased with the reception he met and the people he met and addressed. He spoke to 20OO and was given close attention, and says that he found that the citizens ofc that part of the state are progressive and up-to- date. Congressman William B. Craig also spoke and was given hearty reception by his constituents.
 General Brandon found that he was near the boyhood home of the late la mented Senator Morgan and was very much impressed with the fact. q drew inspiration from the fact that I stood near where John T. Morgan walked the fields as blow boy, where the great man began life and laid the foundation for the remarkable man that he became in the history of the world I was re- minded that from the blow boys of Ala bama have come great men in the affairs of the nation and was glad to be there Governor Conner and State SupeIintehd- ent of Education Gunnells were very