100 F. 172 | U.S. Circuit Court for the District of Eastern Virginia | 1900
This cause is now before the court upon an application for injunction, and heard on bill, answers, affidavits of witnesses, and the exhibits filed. The answers deny generally the allegations of the bill, and particularly that anything has been done or contemplated detrimental to the interests of the complainant, or of the company in which he is largely interested; on the contrary, respondents insist that the complainant has been greatly benefited by what has thus far transpired, and that his interests will be yet further enhanced if their plans and purposes are not interfered with. They deny all manner of wrongdoing imputed to them by the complainant, and aver that, so far from having done anything of which he could justly complain, they have exhausted every effort to harmonize with him, and secure his co-operation, and, failing in that, to. have him name a figure at which his holdings could be obtained. The complainant admits, for the purposes of this motion, as to material matters in which the averments of the bill are positively denied by the answers and affidavits filed, until proof is taken the court cannot gránt the relief asked. But he insists that upon the pleadings according to the defendants’ own showing an injunction should now be awarded: First. To restrain the Seaboard & Roanoke Rail
On the first ground on which the injunction is sought, complainant insists that the charter of the Reaboard & Roanoke Railroad Company does not authorize its merger with any other company, and therefore, in the absence of an act of the legislature, the contemplated consolidation cannot be entered into by that road, and that all acts and doings on the part of said company and its officers to that end should be forthwith enjoined. In answer to this contention respondents admit that no authority exists for the pro
The second ground on which the injunction is asked to enjoin the sate and transfer of the 7,422 shares of stock in the Raleigh & Gas-ton Railroad Company, heretofore held by (lie Seaboard & Roanoke Railroad Company, presents a different and somewhat more difficult question. Complainant insists that the sale of this stock to Middendorf, Oliver & Co. was but a part and parcel of a scheme of the defendants to maintain control of the Seaboard Air-Line System in order to put it into consolidation with the other two lines mentioned; and that the sale was intended, and its effect was, to reduce the Seaboard & Roanoke Railroad Company from the position of the dominant corporation in the system to merely one of the subordinate roads, and to give the Ealeigli & Gaston Railroad Company, in which the complainant owned but. a few shares of stock, the superior position theretofore occupied by the Seaboard & Roanoke Railway Company. The reasons for this sale and its legality can only be settled when the case is determined on its merits. For the present it may be said that the defendants vigorously deny the motives 'ascribed to them by the complainant, and insist that a valid reason existed for the disposition of the stock, and that the price obtained for it was a fair one, and the sale in all respects bona fide. Should the court, by way of injunction, at this time seek to annul the sale and direct the control of said stock, in passing it: may be said that it does not hppear to the court, that by the sale of these 7,422 shares of stock of the Raleigh & Gaston Railroad Company tin' Seaboard & Roanoke Railroad Company thereby lost control of the former road, though it does seem that: by reason of the previous issuance and sale of certain treasury stock of the Raleigh
Upon the whole case my conclusion is that the circumstances do' not justify granting the injunction asked; that the probability of irreparable damage to the complainant from a failure to award the injunction is at least no greater than the injury likely to result to the defendants should it be awarded, if, indeed, so great. To the present time the complainant does not appear to have been seriously damaged, and I doubt not but with this suit, comprehensive as it is, with all the parties before the court, charged with notice of his claim, serious in character, and affecting all of the property and estate of the Seaboard & Roanoke Railroad Company, and at least all of the parties to this cause dealing with said property, that his rights can and will be fully protected. -The rights .of the other persons interested in the litigation should not be overlooked, and especially is this true in a case in which a minority stockholder is insisting upon a course to secure his rights believed by practically all of his co-stockholders to be inimical to and utterly destructive of theirs. The complainant’s stock, according to the present mar