Evening journal., 1919-03-07

Morgan firm, by the great bankers who
participated in The loan. and by the
/ facts themselves showed that the in
diyiduals seeking the loan We're dealt
with entirely aside from their posi-
I { ons as officials of the dupont Com
pany.
The inherent worth of the loan. the
court said. l. shown by the fact that 80
/ is so commended Itself TO banks. amons
/ which 70 was distributed that Morgan
/ and Company were only able TO i,eep
/ FOR themselves a small part OF The loan
land that several la;ge banks sought %
participate IN %.
The decision gives liberal extracts
from the testimony Of many eminent
bankers along this lines
70 Tho standing Of The men who were
seeking to make the loan. the court
/ agrees, was taken into consideration
by the leaders. In this connection The
, decision. says.
Under The proofs in this case we
are clear that while the value OF the
{ powder comp3ny's stock was i'm the
nature OF things strengthened In the
eyes OF Tie lender by the fact that ihase
men. WHO were connected with the
company. were purchasers and TO that
extent their official position was
make-weicht 10 the eyes Of ihe Lender,
yet we are satisfied from the proufs
that II was a mo inc dent and not the
real basis on which the loan was made.
And Se are further satisfied from The
proofs that the credit cg the powder
company was not used or IFS borrow
4 Ing power diminished by the purchase
Of the stock of the loan which made
she purchase possible. on the contrary
Ule proof as We have seen Is that the
purchase instead OF iessening tended
20 increase thc credit OF the powder
company 70 banking circles
Up 90 this point tlo court bad d.
cussed only the responsibility Of Nom
bers Of the syndicate other than Pierre
dupont. but here II included him as
lhe leading membe- OF the syndicate,
who. according 90 the charges mad,
had moro intimate hnowiedge o! tAe
c0mpanys affairs than tho others. Al
ter discussing this question at soma
length. The court decides that w1at-
ever knowledea he had should be con
sldered as In the possession ~ each OF
The others and IN The rest OF It's de-
cisious 10 groups them an together.
The dec sion then reviews the early
history Of Coleman duPonts EFFORT %
sell through the company 90 rs EN-
pl0ves 20.s0l shares Of his stock. u
goes through the various stages OF the
consideration given 30 the Offer by ilc
finance committee. Of which Alfred l..
dupont was q member and points out
that the statement os this committee
that 10 thought his price OF SlG0 per
share was too high and that SIPS was
enough, was in fact q refusal Of his
Offer
4 The decision quotes at length from
the testimony Ia the ease and-summar-
izes the basic questions on which the
right Of action Of the powder COM
pany attempted 90 be enforced in the
bill, must in the final analysis depend.
These questions, it summaries as fol
lows:
First, Was Coleman's offer TO sell
10 the powder company itself or 10
the company for the benefit OF certain
/ persons in the powder cOmpany's en-
ploy?
second, Was the action o. the fin
ance committee an acceptance, reiec-
tion or retention Of Coleman's offer2
Third, Was The action OF the board
OF directors, in approving, rat'fying
and confirming the acton Of the 1lnance
committee an acceptance, rejection or
retention Of COlemon's Offer?'
The court decides at once that there
was no acceptance. 10 then takes up
The question Of whether there was a re-
lection and discusses this quest on
along with the question OF the alleged
retention Of Coleman's offer. IL re-
views at great length Oh Of the dis
cussions before the finance committee
and says:
I'VE are justified in feeling no con
cealment was made by Pierre"
The decis'o on quotes Alfred Is own
letter 90 Coleman dupont as evidence
that he was informed OF The various
steps taken by Pierre and it concludes
That the failure 10 accept the offer was
i'm feet a rejection The decision adds:
When Therefore. the committee &C
ported its action 20 the board, It's sus-
gsst on that IL had asked Mr.. =. =.
dupont 10 take the matter mp with Mr.
n. c. dupont fur her, was rather
courteous way OF declining what Cole
man had regarded as a generous offer,
tending 20 deepen the interest Of It's
officers in the company. And indeed,
that no trust or agency was then con-
farred on Pierre by The finance commit
tee 70 negotiate further with Coleman
IN reference 20 his offer Of 20s00 shares
OF common stock at si6O is indicated
not onr BY a lack OF corporate action
al. that time expressed in what was re-
corded but assuming for present pur-
poses that 10 IL are added the words
which Alfred says were omitted at this
time or at the present time their ad-
dition does not lessen the general ef-
feet Of the resolution.
This resolut on reduced to writing
evidenced the action OF the powder
company by is finance committee and
IL further embodied the instructions
which pierre dupont was 10 convey to
Durham. the attorney Of Coleman.
There can be no question but that Il
in pursuance Of the instruct ons con
tanned in that resolution Pierre dupont
or any OF the officers Of the company
had sent a copy. Of this resolution to
Durham that such resolution would in
law and fact have constituted a deg
sion Of the powder company declin nc
Coleman's ONE and that the company
could not therefore maintain any ac-
ton based on the theory that in law
or equity the company itself or the
officers OF the company for whom II
was intended had any claim or right
to those 20,70O shares Of Coleman's
stock.
I'VE turn then TO the question, Was
Pierre then made the agent OF the COM
rany for further work, II so what arc
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