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

an undisputed right to do. under it
powers. Neither the law nor publ
policy had forbidden it,; indeed, so ia
l as the two corporate purchasers 0
mining property are concerned, j
would be the summit of unwisdOm 1O
either TO purchase less than con
troll Bunker Hin had a contract L
purchase the star, and was DESTROYS o.
having Hecla join il; and Hecla, al
least so far as its president was con
cerned, was equally DESTROYS OF having
an ownership in it. Under these cir
cumstances both companies desiring
to join in the ownership, and neither
being willing to accord the other a
control. nothing remained for them to
do but to own the stock in equal
shares. Whether this was wise from a
business standpoint is beside the
question for me to decide With the
question of equal ownership settled,
the next one was the harmonious OPP
Grafton Of the mine / dare say, from
testimony already introduced. that in
the development and operation of
mine there is at least as great Oppor-
tunity for honest difference of opinion
as in any other business. and that if
such difference Of opinion on the part
of the equal owners is serious enough
10 cause dead lock, the consequences
i'm 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 i'm the supreme
courts reports OF the state. that Of
Booth VS.. Summit Coal Mining com
pany. In that. as well as in the Oudin-
solvent and prosperous yet they were
wasted and destroyed because of ir-
reconcilable 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
hut sufficient has been told to con-
chde that the scheme was evolved in
order to avoid that very condition of
lunous 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
mendabe. since il provides a method
which will make deadlock ir1possi-
BILE and nsures continuous operation
Of the mine. Therefore following the
valid and If the nurpose for which il
is formed is good one the scheme
must he upheld unless it 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 /
)y the other stockholders. Let me |
venture the opinion that the cases cited
~ counsel in support of his conten-
ion are not as satisfactory to me as
wish they were None of them pre-
ents this exact situation. In practi-
ally all of them there is substan-
tally total abdication by the partici-
ating companies of all corporate ac-
ivities That is not the case here
he Hecla will continue it's own cor
crate activities. entirely unaffected
y this scheme of the Sullivan. and !
qually so in the Bunker Hill company. I
nd if that state of facts had been .
resented in the cases cited. there I
ould have been no occasion for much ]
{ the severe language used. To that :
Stent at least, the facts of the case :
re- important in endeavoring to learr T
lst what the principle of law is which $
lverns them: and il seems to me :
lat il is neither fair nor just to take $
principle announced i'm a case i'm s
hich two or more corporations yield 7
another corporation or board or in Y
vidual all their corporate stock or
NNNt ~ VI NNAiis anu Apply All0A Illll-
pie to the case at bar. in which mel
er participating corporation yields "
Their stock or property, or activity of -,
5 own. but yields only stock which
owns in another corporation. The =
cts in this case warrant the conclu-
On that this scheme in no way i'm
hrs the corporate activities of either
e Hecla or Bunker Hill, and is moth
9 more nor less than a plan devised
insure uninterrupted operation of
e Sullivan mine. We dare not lose
sht of the fact that the sullivan is
entity separate and distinct from
e Hecla and Bunker Hin and is en-
led to the same rights as they. Its
'ckholders have the right to act in
behalf as to them may seem wise.
and untrammeled by the
,cla. In this sense therefore. the
tliVan stock owned by the Hecla III