Every evening, Wilmington daily commercial., 1918-03-20

r. Coleman DUPONT had been obtained by
the defendants in fraud of the rights of
the Company WAS erroneous.
ut is alleged that on August 30, 1917,
after the decree was entered, letter
was addressed to the stockholders signed
by II. NJ. Barksdale, j. A. Haskell and
G. L. Patterson, directors and Vice
Presidents of The Company, urging the
stockholders to vote against the resolu-
aion and soliciting their proxies. The
letter set out at length opinions of the
writers and arguments to the effect that
it would be unwise for the Company to
acquire the stock. 1t stated that Cole
man DUPONT had never offered TO sell to
the Company more than 10000 shares of
common stock and that solely for the
purpose of resale at cost to important
employees of the Company. II stated
that when Coleman duPont's offer came
before the Finance Committee, Pierre S.
DUPONT urged its acceptance, but 1t WAS
! declined because the members OF the
| Finance Committee considered the price
| too high, and about one month later the
offer was withdrawn, and that subse-
qucntly Pierre :. DUPONT purchased the
! whole amount of +. Coleman duPonts
| stock. The letter stated the increase of
| value of the stock between the time of
its purchase up to the following Decem
ber when the suit was brought; the inn
| portant connection in the Company's
| management of the defendants: the vast
increase in the capacity and output of
| the Company. and il concluded with the
| explanation that the statements in the
! letter were "in order that stockholders
| may realize the lack of wisdom and fore
sight involved in voting in favor of a
ft.an hat 1,ua h,1tn tor Ia
| primary purpose "A great weakening of,
| and il possible a change in, the present
! control and management
Counted Votes Wrongly Received
The complainants in their petition
| contend that certain stockholders votes
| should not have been received for the
| purpose OF enabling the defendants to
| withhold from the corporation the stock
| and it's profits The stock which il Is
urged should not have been counted
| against the resolution consisted of a.
| 96.l7I shares owned bv and voted by the
defendants; ~ 63.3l2 other shares
voted by officers and employees not de
| PENDANTS but who held as part OF their
! shares OF stock the bonus stock above
| referred to amounting to 26,l shares
| (3) 1452 shares voted by stockholders
| who were wives, sisters, brothers. chill.
/ dreu or mothers OF the defendants: a.
| SSo5 shares voted by stockholders who
! were brothers in law. sisters in-l law or
| fathers n-law OF the defendants; t5)
| 1892 shares voted by wives and mothers
of officers and employees holding bonus
| stock: (6l $3.50 shares voted by sisters
| in-law and br,thers in law of officers and
employees holding bonus stock: ca 1900
! shares held by officers and employees
| who had no bonus stock; ~ 32.05l other
| shares voted by directors of the Com.
| pany who We're not employees: tal 9s65
| shares voted BY stockholders closely
! identified with the Company including
| 1907 shares which had been given TO
| William g.. Ramsay. now deceased, by
| Pierre : iuPont and others, and includ-
| ing also 7746 shares voted by Alexis l.
| DUPONT and Eugene DUPONT as trustees
/ Tor Amelia +. DUPONT, Julia :. DUPONT
! and Annie DUPONT peyton. They con
| tend that l1.ll6 shares voted by Francis
| |. DUPONT and Ernest DUPONT. Is two OF
! three trustees for the Estate of Francis
| G dulont, and which the Special Mas
| ter included in computing the vote east
| AT the meeting in the la1 ,9I9 shares
! voted for the resolution. but reported
| that the ballot should not have been
| counted. because the third trustee, 4
| FeliN DUPONT refused 10 vote with them.
/ should be counted in favor of the reso.
| luton.
OF Big PROFIT 10 Company.
1t is alleged in the petition that be-
| cause the Court found that il Is fore
| gone conclusion that its acquisition would
! be Of enormous profit to the Company"
| here Is no reasonable and fair expiana
| ton Of the voting Of the above classes
/ lbs.
| 10 account. other than that the stock
holders voting said stock were under tho
! direct domination and control OF the de
| iendants. or that the voting OF the stock
| was 10 subserVe some interest or pur-
pose outside OF and regardless Of the
. consequences 10 the Company and in
| consistent with lis interests.
Two propositions are presented on be
| half Of lie comPlainants upon either OF
, which their counsel contend they are en-
titled To decree in their favor:
First lnasmuch ~ the record shows
that the defendants had. prior to the
entry Of the jnterloeutory decree. re-
| cejved in dividends. interest and pro
| ce-ds from the sale of bonds received
"a dividends. sums moro than sufficient
To reimburse them for their outlay in
! the purchase Of the stock from T. Cole.
/ IIidll Nui plAt. anu lufItIOIt lUt tDiip paHA
| could acquire the stock without the pay
ment of any money out of its treasury,
there vas, at the time OF the stock hold
crs meeting no question OF business pol
| icy for the determination of the cor
! poratIon through its stockholders.
| Question of Opportunity
That the question before the stock
holders meeting. therefore. was no long
er whether the Company should acquire
the stock; but the opportunity" to
| make profit by the purchase of stock.
which belonged in equity to the corpor-
| alton, having been consummated and
| turned into actual profits, the defend
ants as trustees ex Inaleficlo are bound
to restore the trust estate, not the 'Op-
portunity which has passed, but the
| profits which il has produced
Sec0nd-That the votes OF the de-
| PENDANTS, because OF fneIr interest. and.
in view OF the allegations of domina.
tion and control by the defendants over
the corporation. its board OF directors.
its officers and employees and their use
/ OF their domination and control in OBJ
tanning through the influence cXerted bv
| officials ol the company over st0ckhold
els and through the alleged improper
! impressions concerning the opinion and
decree 81 the Court given by those off
cials to the stockholders, the votes Of
the directors, officials. and employees of
| their relatives by blood and marriage