Evening journal., 1917-04-13

il were referred to the Board Of Direc-
tors. that board is disabled for the pur-
pose of passing upon the question, a.
the majority of the directors are dis
qualified by interest to act upon the
matter The board. therefore, could not
summon a qualified quorum. The only
course remaining, therefore, Is TO put
the question before the stockholders OF
the T. J. DUPONT de Nemours & Com
panv for their decision at meeting
called for that purpose, to be conducted
under the supervision of a special mas
ter after due notice thereof and notice
of the decree in this cause, the holders
of the stock acquired from T. Coleman
dupont or the proceeds in stock of +. !.
dupont de Nemours & Company thereof
70 be enioned from voting said stock.
! Counsel for the respective parties have
submitted requests for findings Of TACT
and conclusions Of law, which have been
filed in the cause, and which, together
with the answers thereto, are hereby
made part of this opinion with the
same force and effect as though set out
herein in full.
The answers 20 the plaintiffs requests
for findings Of fact declined or quail
fed, without repeating the requests, are
as follows;
for the reason that, while Coleman was
willing 10 sell to the company he was
also willing TO have the purchase made
for tho benefit of the men who were
working for the company, under some
lothor method Of financing.
80. Answer; I so find provided the
request means no other offer was made
bv Coleman after the offer considered
at the Finance Committee meeting OF
December %, 1914.
, Al. Answer: This request IS declined.
IL Is found, however, that the owner
ship of the stock was an essential and
potent factor in the practical control OF
the powder company.
as. Answer; This finding is declined
for the reason that, while 1t Is improo-
able that the loan would have been so
made the negative form of the request
is too broad a conclusion to draw from
, tho evidence.
As TO all of the requests Of the plain
7 tihs for findings of fact, with the eX-
I, ception of those above specifically an
I swered, ] find as requested and such
\ findings are made the findings OF the
u court and a part Of this opinion.
Tho answers 10 defendants requests
for findings of fact declined or qualified,
= without repeating the requests, are as
= followss
Z 3. Answer. The request is broader
h than is justified by the evidence. ind,
however that that is the only manu-
q featuring and mercantile business in
which the corporation is engaged.
IA. Answer: / 80 find as to the actual
y business and prospective business IN the
!, manufacture and sale Of powder and
y, concerning the finances of the Company,
!, provided that the term business does
! not include the business in relation to
I, Coleman's offer TO sell his stock.
. Is. Answer, This request is declined
!, because the evidence does not show
" whether or not Pierre S. dupont, by
he reason of his position as Acting President
m. and his being in closer touch with all
bo the principal officers of the Company and
he it's manufacturing and commercial bust
ct ness. had opportunit es to become in
as formed and did have information which
or. Alfred l. dupont did not have.
Gro IS. Answer; The request is declined
is 10. Answer; AS to the first part OF
ur- the request down TO and including thu
di- words "by T. Coleman dupont" il IS 81
ity found. The remainder Of the requeSri
or declined.
in % Answer This request Is declined
ZEN for the reason hereinbefore stated al
M length.
in "a. Answer; As to the portion of this
i'm request down to and including the words
he "si60 per share it is so found. As TO
ch the concluding part "and never instruct
he ed or intimated TO Pierre S. dupont that
they would increase the price beyond
be- sl25 n share Il is declined as it has
he been hereinbefore found that Alfred T.
'as dupont did make an intimation to
nal Pierre s. DUPONT that if the offer were
re- held open the committee might increase
.he its offer.
he 25. Answer; As to this request, ] so
he find as TO the part thereof down 70 and
m including the words with Mr.. i. c.
dupont further" The part thereafter
de- which excludes any other meaning thar
ew that therein set out is declined. The
of concluding clause "and the action Of th'
nd Finance Committee as expressed in The
di- resolution at the price fixed in the reso
ned luton was approved, ratified and con
aw firmed' hv the Board Of Directors at tina
1g- meeting" is declined because It carrie
vas the inference that the resolution as SCI
lei ont i'm the minutes was presented L
'in- the Board. What was approved, ratified
TO and confirmed was what was set forth II
Tee the report.
the 27. Answer: This request is declined
ing There is no evidence that Pierre men
in toned the price of Sl25 to Durham, o
the that he did anything further than eel
ION Durham that the Finance COMMITTEE
om- had refused to accept the offer.
IN % Answer This request is declined
nat While the correspondence standing alon'
at may show such desire on the part oil
al Pierre. the existence of such q desire Il
Ilue inconsistent with his conduct.
by 81. Answer: The latter part of the
itch request as follows "the letter contains
He, no suggestion Of a sale TO the Com
ith- pany" is declined. As TO the portion Of
the the request down TO the words Through
his outside agencies it is so found.
'cts 80. Answer: This request is declined
nci- Colemans letter of February l3, 1915
an did contain a suggestion of a renewa
age of a proposition to sell the stock t.
ann the Company.
the 80. Answer: This request is declin
lied ed
the 40. Answer; This request is declir
re- ed. Provided that if the words "a few
ion are struck out, it is so found.
,nr Al. Answer: This request is decline
/. 43. Answer: I decline to so find b.
tba cause at the meeting held on March l
-, 1915 the plaintiffs and all of the stoc'
ni,T5 holders, with the exception of those i
= y terested in the acquisition of Coleman
~ Stock We're fraudulently kept in ignc
~ ance of Pierres breach of trust and tn
- of his associates and therefore the