The Wallace miner. [volume] (Wallace, Idaho) 1907-current, 1922-02-09

10 JOIN IA the oMuNiSuip ana neither
Deing wIinng to accord the otner {,
cOntrOi, nothing renamed ior them L.
40 Dut 70 own the STOCK IN eQual
shares. Whether tins was wise from a
business standpoint is beside the
question Tor me to decide With the
question OF equal ownership settled
the next one was the harmonious op-
GRAFTON OF the mine. I dare say, from
testimony already introduced, that in
the development and operation of a
mine there is at least as great Oppor-
tunity for honest difference of opinion
as in any other business. and that it
such difference OF opinion on the part
OF the equal owners is serious enough
to cause dead lock, the consequences
in a mining venture would be more
disastrous than IN any other enter
prise Every one has observed in
stances of this kind. Aside from the
Oudin Bergman company litigation re-
ferred to in argument. there is at least
one other recorded in the supreme
courts reports of the state. that OF
Booth vs.. Summit Coal Mining com
pany. In that, as well as in the Oudin-
Bergman cases the companies were
solvent and prosperous yet they were
wasted and destroyed because of ir-
rCcOncilable differences between equal
opposing owners. The complete story
of the making of the contract in ques-
ton has not yet been told in this case,
but sufficient has been told to CON
clude that the scheme was evolved in
order to avoid that very condition of
iuinOus consequences liable to happen
in equal ownership of corporate stock. |
This being so, it cannot be questioned
that the reason for the existence of
this voting trust is altogether com
mendahle, since IL provides = method /
which will make a deadlock impossi
Bile, and insures continuous operation
of the mine. Therefore. following the
established rule that a voting trust is
valid and if the purpose for which il
is formed is a good one. the scheme
must be upheld unless il is violative
Of some law or of public policy.
lnsures Uninterrupted Operation of the
Star.
Counsel for plaintiffs confidently
insist that this scheme is unlawful in
that it provides for alternate abdica-
ton by each of the two stockholders;
and if | understand correctly, that
each is required. in alternate years,
arbitrarily to elect the trustees named
by the other stockholders. Let me
venture the opinion that the cases cited
by counsel in support of his conten-
lion are not as satisfactory to me as
wish they were. None of them pre-
sents this exact situation. In practi
,ally all of them there is substan-
tally a total abdication by the partici-
Dating companies of all corporate ac
ivities. That is not the case here.
The Hecla will continue it's own cor
oorate activities, entirely unaffected
~ this scheme of the Sullivan, and
equally so in the Bunker Hill company.
And if that state of facts had been
presented in the cases cited. there
would have been no occasion for much
If the severe language used. To that
,xtent at least. the facts of the case
ire important in endeavoring to learn
ust what the principle of law is which
governs them and it seems to me
hat it is neither fair nor just to take
principle announced in a case in
which two or more corporations yield
o another corporation or board or in {
ividual all their corporate stock or D
property or BOTH and apply that prin ,
iple to the case at bar, in which nei
her participating corporation yields '
ither stock or property, or activity Of c
Is own, but yields only stock which t
owns in another corporation. The t
acts in this case warrant the conclu- j
ion that this scheme in no way i'm q
airs the corporate activities of either n
ne HecIa or Bunker Hill, and is moth :
ig more nor less than a plan devised
} insure uninterrupted operation of
re Sullivan mine. We dare not lose
ght of the fact that the Sullivan is -
n entity separate and distinct from :
he Hecla and Bunker HILL and is en- o.
tied to the same rights as they. Its v
ockholders have the right to act in Al
s behalf as to them may seem wise, h
and untrammeled by the a
ecla. In this sense, therefore. the \! NJ
ullivan stock owned by the Hecla <
Jay be said to have a dual character;
lille it is owned by the Hecla. yet, at Il
he same time, il is not Hecla, but ~
ullivan stock and therefore, when I,
lie Hecla yields for a time to control Il
the Sullivan by the Bunker Hill, it
not yielding Heca stock or HecIa +,
but Sullivan stock and Sui a.
van property, and Sullivan is not OBJ c.
ctine to the arrangement. II is no y
lore yielding than occurs in every iT
roxy that is made. In
objection is made to the fact that d.
le scheme is made to exist beyond =.
he corporate life of the participants. s.
rom the testimony already intro
]