The Wallace miner. [volume] (Wallace, Idaho) 1907-current, 1914-07-09

1905 over that for the period of 10
years preceding the year 1903. While
it is true that the average price was
higher, yet the difference is not so
great as to justify the court in finding
that any disadvantage suffered by con
tinuing in said contract the figure Of
$4.10 was not offset by the other adj
vantages gained by the Federal com
pany, as testified to on the trial. In
other words, the court would be plac.
ed in the position Of determining that
a fraud had been committed because,
purely a question of business policy,
the wisest course had not been adopt
ed. This view, taken with what is
hereinafter said concerning the atti-
really interested, precludes the court
from finding that the said difference in
price Is sufficient to establish fragrant
fraud and thus avoid said contract. In
on behalf of the plaintiffs here, 1t
must know that it is doing that which
will inure to the protection and fur
therance of the interests of the cestui
que trust, as the minority stockhold-
ers of the Federal company must be
regarded. They are entitled to de-
mand the aid of the equitable jursdic-
ton of the court to set aside a
Ill ,{r,1 ~ do 1U hn ma
jority stockholders if 1t appears that
such contract Is to their detriment.
The plaintiffs own less than per
centum Of the stock of the company.
That fact, however, does not preclude
them from being entitled to raise the
question now being considered. 1t has
an important bearing, nevertheless,
upon the question, first, as to the de-
STABILITY of the contract itself, and,
secondly as to whether the court may
regard the plaintiffs as adequately
representing the will of the minority
shareholders. 1t relates to the desir-
ability of the contract because. so far
as the record in this case shows. the
plaintiffs are the only minority share
holders who have objected to the
agreement. 1t is therefore to be in
ferred that those occupying like pc
sition have acquiesced, If not approx
I ed. For all that is before the court
they may regard the arrangement as a
desirable one The annual meetings
! Gil XNrh 10
the contract was made, so far as APP
pears, have not been characterized by
any protest or objection. The plain
tiffs themselves apparently found no
fault with the contract between the
making thereof in 1905 and shortly be-
fore the bringing Of this action in 1913.
1t is true that the plaintiff Norman
had only held his stock for a compar-
atively brief period prior to the bring
ing of the action, but that would en-
title him to less consideration than his
coplaintiffs Circulars Were sent ou'
n other stockholders by the plaintiffs
calling their attention to the matters
of which plaintiffs now complain, and
vet there is no evidence that any OF
slid shareholders wished to join in the
plaintiffs protest or were In sympa-
thy with it. Neither must it be lost
sight of that said contract was APP
proved at the annual meeting in 1905
at which the shareholders were fully
rapresented. In the face of the atti-
tude taken by the stockholders, as thus
briefly described, think that the court
would assume & grave and unwarrant-
ed responsibility in setting aside
{ lntract after years OF its operation a
the demand Of c.lly per centum OF
those interested on the ground that its
continuance is a detriment to all. i
does not seem in these circumstances
that the court would be responding to
a demand from those who We're really
the cestui que trust In view of the
conclusions | have reached 1t becomes
unnecessary to discuss the other sep
arate defenses raised by the Defend
ants. Complaint dismissed. Findings
passed upon and disposed of as indi-
Gated upon the margins thereof. Sub
nit for my signature on or before July
3 a decision embodying all of the find
ings marked found"