The Washington times., 1913-01-29
SUIT FILED TO
BREAK BONDS Of
GAS COMPA PAN|ES
Georgetown Light Company
Seeks Freedom From WASH
ington Concern.
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sons as its agents to buy, in the open
such shares of the capital stock
Of the Georgetown Company as were
offered for sale, the said shares being
paid for out of the funds of said WASH
ington Company, either furnished in ad-
vance or reimbursed to said purchasing
agent or agents, but the said shares Of
stock when so purchased were not d.
rected to be transferred on the books
of the Georgetown Company to the said
Company, but were pre-
sented with instruction to transfer the
same to natural person, in many In
stances to one who was already a valid
stockholder In his own right In the
Georgetown Company.
1t is further averred that this design
was so continued by the Washington
Company that, in or about the year
1887, 1t had acquired and paid for, and
had registered in the names of natural
ly one half of the total number OF
shares of capital stock of the George
town Company, and with the aid of the
votes of certain other shareholders
ton Company, or the shareholders hold
Ing In secret trust for II, could secure,
It was able to control the majority Of
shares to vote at the election by share
holders of the Georgetown Company;
elected the directors of said George
town Company, and thereby secured
control of the said Georgetown Com
peny.
That thereafter the said Washington
chase of shares of stock in the George
town Company in the manner in the
last paragraph mentioned, until the
year 1893. when It had purchased In
all over 5000. shares of the capital stock
of the Georgetown company, being
of capital stock, and in the said year
the said shares of stock were trans
ferred from the names of the several
persons by whom they were held In
secret trust for the Washington COM
pany to John R. Mclean in his indi-
vidual capacity and right
The plaintiff AYERS that said John R.
Mclean at time was. and for many
years thereafter continued to be, the
president of the Washington company,
and that although said shares of stock
were transferred to him in his indi-
viduaI capacity and in his own right,
he paid no consideration therefor. and
accepted said transfer and held said
shares Of stock in his individual name,
upon a. secret trust for said Washing
ton company.
Action On knowledge.
The plaintiff sets forth that the
Georgetown company never at any time
owned or controlled, directly or indi-
rectly, or at any time had any interest
in, any share or shares of the capital
stock of the Washington company or
had knowledge or means of knowledge
of the actual facts as to the relation to,
and control by, the Washington COM
pany Of the said $3.50 shares of its
capital stock, nor Of any facts which
would put it upon inquiry as to such
relation and control until October 2,
1907.
1t is claimed that IL its directors or
officers had knowledge Of any facts
which would have reasonably put them
upon inquiry as to such relation and
control, notice thereof cannot be i'm
pany because the said directors and Of
ficers were the appointees, representa-
tives and agents of the said Washing
ton company, nominated and elected by
the votes Of the said majority of share
holders Of the capital stock Of the
Georgetown company who held of rec
o,d as individuals, though in secret
trust for the Washington company, for
the purpose of executing its orders.
1t is further claimed that in May. 1872.
OFFICERS, Notified the washington com
pany that its claim Of right to vote
the shares of capital stock Of the
Georgetown company claimed to be
owned by II, at the ensuing election In
June. 1912, would be challenged and de-
MED on the ground that its pretended
ownership thereof was invalid.
Nevertheless. II is averred On June. 8,
1912, when the hour for the election by
shareholders arrived. the Washington
company appeared by proxy at the Of
flee of the Georgetown company and
present q regularly executed proxy
given by II to DR.. Guw Whiting to vote
the $3.50 shares Of stock of the George
town company in the election Of direc-
tors. but the Georgetown ompany,
its officers. refused to allow
said shares to be voted or recognized in
any way, either In the election Of d.
rectors or In any other matter submit
ted to the vote Of the shareholders and
the candidates for directors nominated
by the majority of shareholders other
than the shares claimed bv the wash
ington company were voted for by said
said directors receiving
the votes of 204s shares. and were there
upon declared to be elected.