Norwich bulletin., 1909-03-04
IMPORTANT CASE HEARD
 BY SUPREME COURT.
Frank T. Brown Represents New York Bankers in Case Against New Haven Road.

The supreme court at Hartford heard arguments Wednesday in the case oi Donald Mackay and others against ths New York. New Haven and Hartford Railroad company. Frank T. Brown ol Norwich represented the plaintiffs and F. D. Robbins and H. w. Asher of New Haven the railroad company. The case went up on an appeal by the company from 6 decision by Judge Joel H. Reed in the New Haven county superior court sustaining a demurrer to the answer.
 The plaintiffs are bankers in New York city, and they seek to compel the comp any to execute a guaranty on a certificate of preferred shares of the New England Investment and Security company. The defendant admits an agreement by the Consolidated Rail- way company to do what it is asked tc do by the plaintiffs, and that the de- fendant is also bound by this agree ment. Then the defendant says that it is constrained by the laws of Massa- chusetts to refuse execution of the guarantee in question. It is the de- sire of the defendant to give this guarantee, as 1t is stated in the de- fendant's brief, and counsel think that the facts should be called to the courts attention that the court may finally determine the defendant 5 rights in the matter in the state of Connecticut.
 In the argument certain complex matters connected with the charter and various amendments and the diff fering attitudes of Connecticut and Massachusetts toward the company figured voluminously. A conflict of laws is set up by the railroad com pany. As an Illustration the following
 By the law Of Connecticut a ma jority of defendants directors must be residents of this state. For the sake of illustration let us suppose that the law Of Massachusetts is so amend ed as to require a majority of defend ants directors to be residents of that state. The defendant could not com ply with both laws. Let us suppose that it continued to obey the law of Connecticut.
 ''The attorney general of Massachu- setts brings an action to compel the Massachusetts corporation to obey the Massachusetts law. Thereupon the at torney general of Connecticut brings an action to compel the Connecticut corporation to obey the Connecticut law. If the courts of both states &C., cept the theory that the New York New Haven and Hartford Railroad company, though two distinct corpora tions-a corporation of Massachusetts and @ corpe ration of Connectlout-has by the law of both states, one name, one organization and one aggregate Of property and liabilities, how must they decide the cases supposed?
 Let us try to apply to this conflict of laws the views of the Massachu- setts attorney general.
 According to his view the decree of the Massachusetts court enforcing the law of Massachusetts against it's own corporation reaches the Connecti- cut corporation as an inconvenience which arises from the dual character of the defendant-as a disadvantage which results from defendants accept ing corporation by more than one sovereignty.
 "The decree of the Connecticut court enforcing the laws of Connecti- cut against its own corporation reaches the Massachusetts corporation by the same reasoning.
 Each corporation, then (the Massa- chusetts corporation and the Connecti- cut equally), is at the same time re- quired by the courts of two separate sovereignties to have a majority of it's directors reside within their separate territories.
 ''The attention of the court is asked to the question whether a doctrine which thus results in absolute antag- can be accepted as g. doctrine of pup- lie law"
 In leading up to the general basis of which the argument given above is an illustration the brief quotes a Mass achusetts act of 1872 which merged the company in Massachusetts into fne purely Connecticut corporation and provided that the consolidated cor porStion should be subject to the charter of the Connecticut corpora ton and referred to its own corpora ton as merged.
 Mr. Brown said that Connecticut did not regard that it gave to the cor poration a right 10 enter Massachu- setts and do anything against the law of that state. Neither did Massachu- sets have a right to charter a com pany to do anything within the law of this state.
 MT. Robbins asks the court to re- move the doubt prevailing as to the extent of the defendants corporate powers and the validity of hundreds of millions Of the company's securities, that all men will know the law upon these subjects that will be administer sd in the state which first incorporated the defendant, and within whose ter -itory most of the property is held"
 In the course of his argument MT. Robbins said that he found widespread in that state an opinion that it could not be possible that any other state stood in quite the same position that the old state stood. At this a smile passed over the faces of several Jf thc grave and dignffied justices. the first
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