Evening journal., 1917-07-25

having no right as trustees 10 re-
ceive and hold the dividends. must
account for them at the value at
which they received them The an
swor to that contention Is that, as
they claim that a trust has arisen in
favor of the company the company
must take the product OF the trust as
/ II stands and cannot claim the stock
dividends In specie in one instance
] and cash value OF stock and bond
: dividends IN tho other instance. For
all that appears, therefore. the COM
pany upon .the statement OF an ac-
count, would be charged with the
value OF the stock and bonds upon
which Il received. and a cash pay
ment out OF its treasury might be re-
quired to balance the transaction.
other questions are presented which
can only be answered upon an ac-
counting,
1T appears that a large part OF the
E. /. dupont de Nemours and Com
pany stock has been pledged By the
Securities Company as security for
loan OF $4,000 900 upon It's notes and
that the common stock OF the Powder
Company has been distributed in divi-
dends TO the stockholders Of the Sc
curities Company. The amount OF
stock OF either company, which can
be reached in tho hands Of any of the
defendants can only be asosrtained
upon an accounting. and the amount
OF stock OF y. I. DUPONT de Nemours
and Company necessary to mako up "a
deficiency I'm unpledged stock, or the
amount OF the membranes upon
pledged stock with which the de-
PENDANTS should be charged IN an ac-
counting. in case the equity In tho
pledged stock should be decreed TO
be in the company. is also a question
to be determined upon an accounting.
"The contention that, in the light OF
the present record, the stock could
be acquired without payment OF any
funds out of the company's treasury
cannot, therefore. be sustained.
Moreover, the right to elect TO take
the stock is in the 70. /. dupont de
Nemours & Company and not in the
Powder Company.
"The plainaIffs' present claim OF a
right TO a transfer OF the stock and
an accounting to 70. J. DUPONT de Ne
mours Powder Company based upon
the 9th conclusion of law is asserted
upon the ground that when the bill
was fled the plaintiff was not in.
formed as TO exactly the relations that
existed between the e. /. DUPONT de
Nemours Powder Company and the
Il. J. DUPONT de Nemours & Co.. and
that the contract under which the
e. l. DUPONT de Nemours & Co. pur-
chased the property of the y. 1. du.
Pont de Nemours Powder Company
is not IN the record.
1T Is averred in the bill that p. !.
dupont dc Nemours & Co. purchased
all the assets and assumed all the
liabilities OF the E. /. DUPONT de Ne
moursN Powder Company That aver
ment Is admitted in the answers OF
Pierre s. DUPONT, e. !. DUPONT de
Nemours Powder Company the 70. J.
DUPONT do Nemours g. Company and
the DUPONT Securities Company. and
it was accepted as an uncontested fact
at the trial that the chose In action
represented by the claim In the pres
ent suit had passed TO tho r. ]. du-
Pont de Nemours & Company. More
over the bill prays for transfer Of
the stock and an accounting to the 70.
l. DUPONT de Nemours g. Company
Counsel for the plaintiffs call at
tention to the fact that the e. l.
dupont de Nemours & Company in its
answer disclaims any interest whatso-
ever In the stock formerly owned by
+. Coleman DUPONT II this we're
taken as a ground for declining to
sustain the right of the u. I. DUPONT
de Nemours a. Company. the plain
THIS would find themselves confronted
by a dilemma, for the answer Of the
70. J. dupont de Nemours rJwder
Company also disclaims any interest
whatsoever In the stock.
"The rights Of the Powder Company
having passed to r. !. DUPONT de
Nemours & Company the decision
whether the latter company shall /
avail itself Of its rights must he de-
termined at a meeting Of its stock.
holders.
"The 9th conclusion OF law for the
plaintiffs will be construed accord
ingly.
IS. At the argument upon settle
ment of a decree, controversy arfse
over the question whether the acts
of any OF the individual defendants,
excepting Pierre S. DUPONT, consti-
tuted a violation OF duty owed to the
Powder Company and fraud upon
its rights In the acquisition of stock
which would raise constructive trust
in favor OF the Powder Company The
evidence did not connect, Eugene E.
dupont and Henry r. DUPONT with any
interest in the stock either at the time
OF its acquisition or at the corporate
meetings at which the question: OF its
acquisition was voted upon. This is
apparently conceded by the plaintiffs
and the bill will be dismissed as to
those two defendants.
1T was argued by counsel for the
defendants that under the G;ourt's
findings OF fact and CONCLUSION of
law, without. however. conceding the
correctness of the findings and con
clusions, the bill could not be sus-
tanned against any Of the individual