IMAGE EVALUATION TEST TARGET (MT-3) v' .ii molioii and notice^ \n tlic ilrtriidaiits. oi'ilcr f'(»i' iiitcrhu'iitoi'v INJUNCTION ! IN TERMS UF THE l'l!.V\Kll oE THE IllEE OE a)Ml'i,AINT. WINNIFKd, MANITOBA : MANITOHA KIIKK I'KKSS STKAJI I'KIM'. /^■^l- 1 - 3^i c< Ci ti Ji pi A ■I I 'I pc [N THE COURT OF QDREN'S BENCH. IN EQUITY Between TY\E MANITOBA SOITH- WESTKTIX COLON IZATTOX KAIl.- VVAY COMPANY, (;W)ll(iK II. AI).\MS. .MnivMIS II. jrOLMKS, THOMAS V. OAKKS, ANTlloNV J. TIlo.M.VS, HUGH SUTHKRLANl), JAMKS, 11. ASIIDOW.N, JOHN H. HAMMOND, (IK()R(!K M. Cl'MMINd, CKOKdK BIIOWN, CHARLES V.MEAI),.JA.M KS R.SinTIKRLANI), ROBERT E. O'BRIEN and WILLIAM P. CLOr(;H. Pt..\INTII'FS, AND VV. R. BOWN, JOHN C. SCTH^LTZ, E. A. C PEW, W. N. KEN- NEDY, \VILLIAM MHRDOCH, l{. L. McCREOoK, R. R. McLENNAN, I). H. McMILLAN. T. C. SCOJ5LE, L. O. A RM ST RON (1 and ST I<: W A I IT .Ml ' L \' K Y. Defendants. The Bill sets forth :— (L) Tlio Manitoha South-Western Coloni/jitiou Railway C()ni)>anv, is ji eorpuration, ()i;i>'ani/,(;(l and cxistiiii;- under that cfrtain Act of I'iu liaiiient of Canada, i)a.sse(l in the torty-second year of the iH'ili>hi:iiliini Hd'divay t'oni/xiiii/," and also under the further Act of the said Pailianient. passed in the forty-third year of the reit^n of Her Majesty, intituled, " A n Act tocjicinl the j)(>iverN of the Mil II ilnha South- Western Coloiihotioii Hn'il- traij Cuiiipaiii/, anil to fait lie r tinwiol the Act i ucoCjiocdt'i mi tin- said Com- pany." 2 {'Ij III and l>v th.' Act liisl iin'iitioiinl, it is aiinmi^st iitlifr tliiiK's pro- viilfil mill ciiMctcd. •' Sfi-.i/ I Will. Ilciidric.ol" Ifiiinilti>ii,c!i|(itarist, Duncan McAitliiir, of Win- iii|trL,', lianUiT, W. W. Oijilvir, of Mniitical, caititalist, .1. II. Asiidown, of WiiiiiilH'i^-, iiirri-jiant. Fivdi'iick l"'airiiiaii. hall lia\e full power and ftutliority tti lay out. construct and complete a doulile or siugu- track railway, of four feet, ciii'lit and one-half i-ehes in width of i.':iia<;"e, from the city of Winnipeii', to sonic point neai the western hoiiinlary of the I'roviiic. of .Manitolm, at or near Rock Lake, and lo eoiisti'uct. o\\ n and o]ierati' lines of telegraph along the line of such railway, and to construct liridges aero.ss the lied and As.sini- lioiiie livers, and to eoiinect .\ itii the I'oiiiiiina Hi'anch of the Canadian f' itic Railua\' at or near St. IJouifice ; luit the said coiiiiians shall not • .imeiice the construction of the said railway or any work thereunto ap- , .rtainine', until the location of the said railway shall have lieen a]ipruved of liy the ( ioveinor in ( 'oiincil." "See. ((;'] The |iersons iiaiiieil in the first section of this Act, with |)()Wor to add to their nunilier, shall bt! and arc hereliy constituted ])rovisionaI directors of the said company, of whom Hve shall lie a (iiioruni, and shall hold otlice as such until the first e!ecti'itlicr I'vaux tlic Doininidii GovoniiiKMit or any of tlir I'l-ovitn-ial ( Jovcniiiii'iiis or from any pri'sons as lj(idi('s coriiorati', mnniciiial oi' |ioliiic, who ma\- lia\f pow^r to make or grant the same in aid ot tlir i-onsd-iirtlon, I'lpiipnu'tit and nijiinlcnani't' of the said railway, I'wx' ;;rants of lands, i)onnsi's. loans or i^dfts ol" nioni'V or socdritirs f(»r money." " Sec. (10.) When and so soon ;is shares to the anionnt of one hnndred thotisand dollars in the capital stork of the said eompany have heen snli- scriluid and lifteen per cent p:ud thereon lunni ii(li,l\\c provisional director^ shall call a Ljeneral meetiiii^ of the sid)si'riiiers to the said capital stock at the city of Winnipei^ for the pin'pose of eKvtini;' direi-tor^ ol the said com- pany ^d\'inLj at least loin' weeks jiri'vions notice !)y puhlic advertiseiiHMit in some newspa[)er puhlished in the city of WinnipcLj and also hy circiidar addressed by mail to each snhscri her, ol' the tiint;, place and pnrpo.si; of the Maid meeting." " Sec. (W.) No |)eison shall li' eiecti'd a direct >r of the company, nnles.s he .shall hi; th(j holdei and owner in hi^ own right or as tiMistee for any corporation, or at least f >rty i 40; shares in the stock of the company and .shall have pai'l np all calls tln'reon." " .Sirr. ; I 2. At nmcIi general nteeting the sidiscribers for th(! capital stock assembled who shall l'a\'e so paid np ti'ii per centum thereof with such proxies as may be present shall choo.^e nine persons |o b- directors of the said company (ol" whom lis. ', hill b,,> a t[Uorinu , and may also pass snch rules and regulations and by l.iws as may be de"ned expedient, provideii they be not inci^nsistent with this Act or " Tltf liiuhvu;/ Art, /.sV;,V." " »SVe. (1.'].) Therearter the general ainiual meeting of the shareliolders of the said (Company for the electioii of directors an I other general piu"- po.si^s, shall b' held at .>iich plac'' as may be app)inted by liy-la,w of the company on the first Wednesday of t'i;m)ii!ii of r' 'bi-tMrv in each yea.r , and two weeks' previous notice thereof shall b.' given by publiratioii in the C(iHi(d,ii Gti:tffc." Si'c, ('2d. The llailway -iLiii i'c comine)ie''d uiihin '•i_;iitccn montli> aiul (•((Uipli'ted within live years front tin- passing' oi' tlii^ .\i-t: and in de- fault thereof the powers her<'b\' eonfer.ied shall absolilely cease with respi'ct to HO nnich of the railway as then reniiiins iui-omplete. " And in and by the .\ct si'condly mentioned, il is amongst other things provided and eiiiieted. " »SV'c. (2.) In this Act "the company' means The .Mainitoba South- western (.'((Ionization llailway ('onii»any.' " .SV'<', y'.i) Thi' eonijiaiiN' shall have full power and aiithoi'ity to lay out, make, construct, work and miintain arailwc^ as a!i extension of the line of railway, tlcj .said company are at [)resent o[>owereil to lay out, construct jiinl ciiiiiiilctc, tlir sai roiiiiiii'iicf at soiik; |Miiiit at, or near llnck L.ikc, ill tlic Nnrtli-WcstTrrritdrifs, uml to rmi tlicncf in a wt'stcrly (lircftiMii to the Sunii> cdal fn'hls, <.ii n liiu' pariillfl or iifarly so t(» tlus 1 ihl.uy liii<' ut' the Diiiiiiiiioii (ifi 'iiiiaila, ami also from a point at or m-ai- I lie i-ity Ol" \Vimii|i'':^^ ami niiinin;; tlit'iu'c to ijir point wlim' the Canadian Palmitic' Hail way will cross the Ilcil liver, all sucii lines or extensions to l)e approved (if liy till' ( loM'iiior in ( 'oiincil. " ('2.) Aftertlir passinniif till' tiist Aet, on tlif ITtii .Imir, l(S7!»,a (|UoriMn^ to svil, foiiitt'i'ii (I [,) in miinlicr of the persons named in seetioii one (I) «»t siieh Act, as 'prov isional dii-frtois" duly coiucnt'd at tin' city Hall in Win- nipc^f, ill this rroviiH-c, due notice of such mei-tinj^' having' ln'cn tii'st {^ivcii mid ot tlie time iiiid place thereof, liy piihlication in the l'(t,)Hula Gazette, lor the piirjxise of oi'i^aiii/iiii;' and opeiiiiii;' hooks for siihscriptit)ns to tlic capital stock of the said corporation ; and thereupon at such meetinj^, the saiil provisional directors did duly oi'^nmize anil did duly open hooks for siihscriptinii to .^uch capital stock. After the o|tenini^f of the saiil stock siih- scriptioii I ks, a> aforesaid, and prior to Decemliei 17, 1^70, the followini^ naiiied pei'>i)iis had siihsei'ilied to the capital stock of the .said corporation tile iiiimlper iif shares and total sinus as foUow.s, that is to say : NAM): <»!•' SII'.SCIUIIKI!. I )a\ id ^ III II IK William Miirdnck . It. L. McCl'e-ul . . . \\ . S . Kennedy . . . • Insepli Whitehead. ■ 'nines H. \shi|uw!i William II. Lyon. S. ('. i;iue-s. ..'... I leiir\' Flackett. . . W \i. Hi.wn .lollll ('. Sclllllt/. . . KI!. M .MliKllOl'' SIIAKKS. TOTAL AMT. OF STOCK. lon-shares. .■)0 100 .■)() 100 .30 oO 100 " •)0 L'OO i:)() " ^10.000. '),000. 10,000. .■>,ooo. 10,000. r),ooo. '),00(). H),000. .•),000. 20,000. l.^OOO. .\iiil III! the sliai'es sii siihsci'ilied, hciiij^f oiic thousand H ,000) in nmnber and for an an'-iei^ate sum of one hundred thousand dollars, tiftetii (1.')) per centum thereof was |)aiil hy the respective suhscribers thereof; and on the day last mentioned, in jiiirsuanee if previous notice duly i^iven by the b(jard ot itrovisiniial directors, the said siili^crihcrs convened in fenttral ineetiiiir and orn'.'iiii/ed the said eorporatioii permanently; and to that end, ejected a lioani iif direetms of said corpoiatioii eonsistiii;;' of nine of the said snb.scrih- I'l-s. nanii'ly : .Messrs. Scliiilt/. Hiiwi), ^'ollne•. Ashdown. Lyon, Murdoch, Mc- (Jii'nor, llaeki'tt and Keiiiii'dy ; afterwards and on the .same day the said dii'ectors who had been electeii as aforesaid duly convened and or;^anized themselves as the hoard of directoi's of the said corporation ; and to that end. elected the said Ki'iniedy to he president of the .said coi'poi'ation and the .saiil \'ouni4' to he the secretary and treasurer thereof i'.'J.) Afterward and on August 2.")lli, ISSO, at a lawful meeting;- of the hoard of directors of the said corporation, such board duly resolved and di- n.'ctcd that tlic stock hunks . if (lie saiil {•nr|Mirati(»ii .shuuld Im- n|MinM| fur the piirpoHc nl' iTccivin,' I'lirthcr siilisnipt inns for an (lililitimial mii' lininhvd thuiisaiiil (Inllars 'Slodooo, n|" the cipitjil stuck of siidi fMrp.iiatii.ii, .>in'li sum liciiij^r tlif lialaiH'c iv(|uiiT.l tn lie takni up in onlrr tn cctiiiiily with iW. A»rt uf ilicnrpoiatidii (tl'siich fniii|);iii\ . ill iclriciicf tit ihi' i>sllillL;- of liuliils; ami tliat It'll ; lOj |)cr rent, nf thr aiiiuiints uf .>,iirh sul ,r, iptioiis slioiilil hr ]»ai(l tht'i'oun iurtiiwith A. id iit tin- saiiir nirctiiii,', the said huaic paid, the sec- retary should he therchy iii>tliicted tojillut to each of the said oliLCilial suliscriliers, or their assijrns, an aiiioiiiit of stock which would place tie lu on an eipial footinjj^ with those wlm should siiliscrilM' to such addilioniil .duires. Ami aflrrwnrds, and on the same 2"»lh day oi" Au;;tist, in piirNuaiici' ol" the saitl rexdutioiis the lollowiiiL;' nameil p isoiis made a Idilioiial ^uhs(•|■lptions to the capital stoi-k of the said company, lor the niimher of shaics and to the respective amounts followiiij-, that is to say : NAMKS (»l' SlIiSCItlltKUS. R. S. Mcdrci^'or \V. N. Konucdy \\\ N. Kennedy, trustee... ( leor/^e Brown I)avid Younif .lohnC Schultz Hu<,di Sutherland Walter 11. liown MMHKIt () si ares. >5 .'),000. L'.-) " I'.'iOO. :)0 (I .",(1(10. .")() '• .'i.OOO. iM).") " :io,.'(to. lid.") •• 20..")00. :!i:. a lM,.")00. liOO ti :io,:.oo. And on the said shai'cs, heiiii; one thousand J ,00(1 in numher. ami amountinj^f to one hundred thousand dollars (lOO.OOO;, the said suhscrihers respectively paid into the treasury of the said i'om|)aiiy ten '10 pii- centum of the amount thereof. At or aliout the date last iL;iied to. ami vested ill, the followiiie- naiiiiil persons, wlm then were either sul>- iicriliers for certain of the said liist one thousand 1.000 shaies, or were assignees of suhscrihers for such shares, further and additional .shares of the capital stock of said company to the numher and of the amounts following, that is to say : XtMIU':i! Ol' Sll.MtllS. .UMiilN TolSll.MiKS. Will Murdoch.. R. Tj. Mcdregor J. H. Ashdown W. R. Brown . . diar es. 100 :.'..")( Id. .">,000. 10.000. (i NV N. Kcniiftly I>;i\ i)iiitici iiinii.. lliiuli Siilli.Tlaii.l, W.'d. Knns.Tii 'J.') :»••) S.SdO. 1', .■>(>(>. :i,.'>(>0. Tlif sai'l ^li;iirs la>.t uIhivc Hunt iniini wci'i; in all \\\v Innnlifd ('A){)) in MuiiiliiT. iiii'l li.r the ulidlc (UiKMint (il'liity tln.iisiim! dollars (.')0,(K)()j and liy iiH-aiiM mI' (lie siiid scvi'i'al -iilj-iiTiiifioiis ami allntaici'ts df sliai'fs tlit-ri' was ill al! <•!! till' L'dlJi An^iist \ss'\. dniv siiii-i riUcd in tlir ('a]»ital stock of tlio •*aid i'oiii|»,iiiy, Iwo thousand IInc Iniiidi'cd "J.-'iOO slian"*. ainoiinliiii;' to tlic siiiii oj iu,i liiindivd and lil'iy llioiisnid dollars f:i')(),(KM)} ; ami ten pel' ci'iitniii 'if til" said la>t nani'd miiii had I n paid to said coiniinny upon the said shai'i's liy the said sulisciilirrs tin ri for, in n aniii'r al'orcsaid. No t'nit hrr oi' oi IP !• paviiii'nts lin\i' cNi-r since Imtii made to the said company, upon tlic said shai>'s: and no finthor or other snhscriptions to the capital stock of (he said company have ever since l)een made, sax'c a sniiscriptioii lor li\e hundred "iIMI shares thereof", niadehy one oftlie p|iiintitls,( ieorLje H. Adanis, on Novrnilni JOlii. i^^l. the paiticniar- w hereot' will he lieroin- al'ter stated. i4.j On oial'out the .'iih .lul\ Inmi, iiy an ( )rder oj" | li.s Kxcellenoy tlic ( loveniol'-t lelliT.-il, in i'n'Mieil. ihele Wel'e lifanted aild au'l'eed to he sold to the s.aid iMinpany, lo luomoic and aid the c ni-.! fiictioii ol' its line of railway, tliiee tliou-(a!id i;!!; hundred and t'oity .'{.sKi .acres oj" ri'owii lands, io lie locat.'d neai the lltc' n\' surh iMilw;i\ , at the price of one dollar l'.*?! j per a.cie : and tlieivai't. r and on ir ah >iit Maivh li K IN"S|, hy tin; further (^rder of i^i^ Kxc 'lleiicy in (',)un<'il, the (juantity of tic said lands i;-ranted tin'' to lie sold to the s:ii I col iji.auy was increas-d. s i that the titiil ipiantity tlicrc- ol >h mid I"- six ih(p,! :>nd l'( ur hundred (! l-'lil acos p. -r mile of such line of radway. from Winnipc';' in this I'rovin -e to a point in the vicinity of La |{ >ch ' i''rc(''- on the Souri-^ Uivef, ne;,!' the jirst .Missouri plateau: tlic le!ij,tli of such line heiiig estimat"d in such Order al, aiul in fact heinn-^ ahout three hundred and twehc miles, and the total ipiantity t>f lands ;L:r.uiled and to \,r s,,ld t.i sai 1 e.impany h 'inn estimated in such Order at, n\u\ h'iuL;' ni laet, ali nit one niihi in nine huintred and ninely-si.\ thousand ei^'iit liuii (red l.'j'Kl.silo acies. in and liy ' 'le said Order ill ( 'oiincil, the conce.---;,in ol laud-- therein made ui-re dr -l.tred to lie on ilivers e,,iiditions jirecdeiit. to he iierfornied, <>n ilir jiart. of the said comjiany; amoii^ which (Viiniil ions wjc-, the following-, ihal i- to say. thai such company should build the tiist lifty i.'.O niile.^uf its line ,.f railway prior to ..) une Ist, iMSii ; and it wi.-iii Mi.'h,.id're\piv,.dy pros ided ami dedareil that inthe event of tho ,said company not liuildin-' the tirst lifty .")it> miles of the said r.iilw.iy within the period aloresai I. limited for iln- completion thereof the ( lovernment should havi' tile ii.;lu to caneel tlie .-aid cone 'ssioii, and assume t'ntire con- trol ot the luiids .>o|il, — returnin-- to the ,a; 1 company tiie moneys which m.iy h:i\eli'enr i\i'd on acciiiiu thereof. Th.' .said oncessjon of lanils is and wili h' of ,i;-r.'at value to sii I ••.inpany. and does and will largely f i;m thv' hi. is (.f ei-e lit fir Lu ■ funds n^jedcd for the c instruction of the said line of rail\^■a\■. r.') Altlinii^li tlif Miiil t'uiii|i!my. frdiii tlx- tiiiif of flic |tciiiijnii'itt hCi^'mii!- zutinii iIm'iciiI", UN nroiisuiil, ii|i III .liil\ .'iili, IN^I, liiul rmistimlly iiiiuli' ,L;iiiit t'H'nits to HixMir*' till- caiiitiil iirtiliil tn ciiriy dh its i»|ii iMtidiis aini tn rou- struct tlif saiil liiir (if iail\Mi\ , tlic >.iii| cniiiiiiihy iviniiiinil <>n tlir ilatc Inst atuivsiiid witlniiit sucli cupital ; iiml it liiul In', it lliiit liiiir fv |.iiiilcil all its fimds rcccivrd frtnii tlir said sturk siiliMri|»tii.iis, and li.til in addilinii inciii- rt'il drltt.s tu till' (tmoiint 111" til'l y t lioii-aiid diillar^ aii'i iimif, uliidi it was wlinlly imalilr {<< pay; and it lia\i\\ aiiniit flcvcn liuiKlird (I lOOj feet. i»r railway, and liud f\ i'H I'.iiird and nndi ti d to inurnr'i' llir li^^lil (»f' way till' .s\icli railway, i'\(r|it Ini a tiillini,f disiancc in m niar \\'inni|'i'<,'. < hi tlif day last al' rcsaid at a nnt'tiiuf id' tlir 'ntaid nl' diicctois of tin- said (•i'ni|iany, Indd at WClland, in tin- i'luviiifi' ol' (Mitaiin, an a^rciMiifiit was cntcrcil into liy tlif said Imard nf diii-cturs. aclin^' •"'' mid nn lifli;dl' uf tin- said coniiiany iijioii il in- |iart, and Iv A. < '. iNw , ai-tliiv "ii Im'IijiH" <>!' Henry N'lllard, ot the citx n|' New N'uiU, and ni tain ntlici |i< r-.iiiis w iih liim associatrd, ii|iipn till' iitlii'r |iart, I'nr till' ciiiistiiictinii ami riill iiini|ilctinn nf till' said liiir III' railway, as |ii.i\i(l-d li\ tip -,'iid mijiial and aniind.'itmy Acts and as |ir(i\idci| liy till' said ( >idi r iii-< iiniicil : ;iiid wliirli anii iincnl was in snhstaiicc as t'nllnws: Tlu' ^aid i'iiiii|iiiny was tn srll and tiaii-'t'cr tu the .said I'cw, actiiiL; I'lir and mi lii'Iiall' of liis said )irinci|ials, srvi-n tlii-nsaiid and live liiindri'd (7, •'><)<> shari's of tin- ia|>ilal stm-U nt" liic said i'iini|iany, tin- sanii- I»i'ini4 all tlif sliarrs of tin; sturk nfilif said cnniiiany niii;ilninn' iiiisnli- srrilii'd ; and tlif said shai'^s Wf I'f tn l.f and n main in tin !i;ind.> nf t lif said I'fW and in tliosc uf Ids assii^ns riilly paid ainl i;nasMs>alilf ; tlir .'aid fiuu- |i;iii_\ was alsii to pay and transtrr to tin- said ) f i-oii>, ioi and on w hosf lifliair tlif said I'fW was actiiiy, tlif first niorti^ai^f lioiids ol tlif s;,id niin- |»any to tlif aiiioiint of twenty tlmusand dollars iSl'(»,(.(M), lor carli iiiilf of tlif said line of railway ; and also any lofal or !iiiiniei|ial aid wliiili liad liffii iir iniiflit lif rfceivfd liy siirli foiii|iaM\' to aid in tlie fonstrnction of tin said line of railway : and the said |iiinfi|ials of tlif said I'ew, on tlnir part, in (•(tiisidfratiiiii of the stock, Imnils and local and iiiiinifipal aid a fen said, Wf re to iindertakf the const met imi of, and to coinplft.' tiif said liiif of railway, acfordiiiL;' to tlif cnndil ioiis and within thf peril. ds of time jiifM; ilifd liy thf .said Acts of Pai'lianifiit and Ky the said < )rilfi-in-< 'oiiiif il ; ami thf diicc tnrs of tlif said company thfii pri'.-fiit at said nifflin^ of thf said Poaid, to \vit, thf dfffiidants .SVA/J/:, lUiicn, M( (In i/miuui M n nliitli,n\u\ |)a\id Kfiiip, acting,' on liehali' uf tliein.selves and of such otliei' stockholder^ uf thf said ctinipany as shnnld sec lit to avail tlifiiisfKfs of the tfinis of thf anan^'c- nieiit next stated, further ae-i-ffd with tlie said I'f w, arliii;^- as aforrsaid, that the}', the said directors, and the aid other stockholdcis Nhmild assit:n and traiisfei' to him, the said l'fw,all tlf shares of >tofk tlnii liy tl.i in rfs|»ec- tivi'ly hfld, lifiiii;' parcel of the said two thousand and live hiiiidn d , l.',."i()(); shares .suhscrihed and allotted as aforesaid ; and hf, thf said I'cW , in cmisid- ei'atinn uf such transfers of stock, w;is to pay to each if the per mis making' .such ti'ansters all the several siim-. of money whieh tin y or tlieir assii^'nors had res]iectively ])aii| to sa d company upon their siiliscription.s lor si. eh sliares, and in addition thereto was to assieii and traiisfei- to such parties respectively a ((iiantity ot the said fully ]i;ii'! and iinasse.ssa'.le stock fipial to four-fifths of thf niimlier of shai's of thf said siiliseiilicl stock so trans- fffred to him, tlu' said I'fW ; and for the ]iiirposf ot'f \ idfitcinf; such arraiiL;.'- nii'iit, thf suhstancf thcrf f was, at thf nifftiiiL;- afoifstiid, oi' shortly tlii'iv- after, ifduced to writing- in the form of convsjxiiidfncf liftwfeii the said paitii s, of wdiicli correspondence a eo|t\- is lieieiiiito annexed, mai'ked Kx- 8 liil)if A ; nml jiftorwiinls, and at Ji iiKM'tinn' of the said hoai'ii duly hold on ()('liib(;r (:'th, iNSl, tlic said nit'iiDi'andiiiu of a^i iiicnt was curm'tcMl by iimtiial asscpt ot the said i)arties tluTcto \>y iMsii'tiii<,' the words " in exccsn of' scmi Ijiiiiisii ml lire Iniinliud sliii,rx" ill tilt' coiiiiiiiiiru'ation sultscribed David Kciui), Srcivtaiy, Jis iioti'il on tlic iiiarunii ot tlu- fopy •i" said c.oin- was mnnicatioii forming' )iart of Kxidbit A : and tin' said ari'anL^'fiiicnt concluded, as aforesaid ; and at a lawi'iil meeting- of the board of directors ot the said coinpany lielil at Winniiicij; on July -H), iSM, the said (irni nijcmnif trtix iliil;/ riitiiiiil iiiid cdiiii riai'th, isM, 111' aliout that date, ly its 1m. aid of directors ami by its then ]>resident, Julm ('. Sflni/I:, and its then secretary, Dm-'nl Knitj), duly trans- ferred and vested ihc said seven thousand live hundred (7,")t>0) shares of full\ paid and unaccessable stock to anil in the fdllowine; named persons as tbllows, namely ; N.vMK dl" I'KANSI' •UHK. MMIIKI! OF SlIAHKS. Artemas H. Iloliiies •2,000 40 40 40 :),:U0 40 -ilia res. ( JeolL^'e R. Howell Walter t '. Stokes (ieoi"!' H. Adams , . K A. ('. I'ew Kdward 1). Adams Ami all the said persons so recei\iiie' the said .shares of paid up and nnas.se.ssable stock, inchidinn' the said I'ew, were at the time nt'sucli rtu-eipt the tru; tees and i'c^eiits i)f the said Ib'iiry N'illaid and his associates in whose liehaU'the sain Pew had acted in making' the said ariMiiuement ; and they and each oi' them received and held all such shares of stuck as such trustees. (7) The said two thon.sand fi\e huiulred r'2,.')00) shares of subscriVted cajiital stock \\"ie, ;il ( he time w lien the .said arraiiLfanient was entered info — namely, on the ilate l;i.>t aforesaid -held liy the persons and in the amounts below sprcilicd, that is tosa\' : NAMKS OF SllAlii;ili>I,l)i:i{S. NFMI!KI{ OF SIIAHF.S IIKI.D. William .Mui'doch 1 R. L. ^h/dreedr J. H. Ashdown W. R. Rown W. N, Kennedv /.) slKii-es. •11 :^ 4(1.") ) and (H'cipt t( 's in } find such D. Young S. ('. Bin-u-S .lolin Scluilt/ Williani Hainiorinaji (}(H)ii-(nvn Hugh Sutherland . , David Keinp 4(i!» i-L'i; 7") 7"> •J, .".()() Suh,se([uent to the making of tlic said arriingniiciit, and iirinr to .\uL,''iist Ist, 1881, tortile |»nr|to.s(> ol' carrying out and in |i'iit |ii'i't' irnrmee of (lie said arrangement, the said Pew, acting \nv and on l.eiialf uf the said \'illard and Ids associates, ])aid (o the I'ollKwing named |>eisiins the full sums which they and their assignors (ir either of them had paid to the said can\- uiton their said suh.sci'ii>tions nf ea]iital stock — whicli snm> were as tullows, tliat is to say : NAMES OF SHARHHOLDKIiS. W.R. Bown John C. Schultz R. ij. McOregor WiUiain Muidocli... . ])a\id Kemp \y. N. Kt'iniedy . . . . Williani Baniierman. A MO r NTS I'AII). S+.fioO. i',7:)0. 7 •")<». 7")0. 1,. •)<)(). 7.")(). And the said several persons last alxive named further to carry out the said arrangement, having received the said sums of money so repaid to them, each acting for himself, respectively assigned and transferred to the said Pew- acting for the said Villard and his assneiatt s, all and siie^'ular their said shares^of subscribed stock; and thereupon, simultanedusly with sucli transfers to him, the Sfiid P(^w in turn assiguo 1 and transferred unto each oj" the said sev(M-al persons a number of the said share, of fully paid ami unassessabli- stock as nearly eipial as possible to f )ur-fifths i4-,Vi of the number of shares of the said subscrii)ed stock so transfei'red to him, the said J'i'W, the numlier of shares of fully paid and unasM'ssablc st ick so transferreil by the said Pew to the said persons was as folhiws, viz : XAMK OK ASSIONKi;. NTMIiKI! or SHAKKS. \V. 11. l^own dohu (\ Schultz II. L. Me( b'egol' William Murdoch... . W. N. Kennedy Williani Bannermair. • >( _ :!4I (Id liMt (iO shares. 10 Aftcrwcanls anil iH-tniv Dfccinlicr 1st, ISNI, further to cany out tliesaid ari'anj^'cniciit, and in f'lirtlifr ]>cit'oi'niiUic(' tlicn-oi', the sai.iiil tii the reuiainiiin' persons holding,' sub- sciilieij stock of tile sail! eoni|ia!iy, at tlie time wlieii tlie said arrau<,'eiueiit was entei'ed into, Jill the sums wliieli tliey or their assigiwtrs liad paid to said company upon tlieir sidiscriiitioiis to siiid stock, tlie iiamrs oi'the stockh(t'itlioritv in Canada and clsrwhci-c to undertake the construction of railways and otlu'r puiilie woi-ks, and to enter into and earr^ out all c<»ntraets to that end wliich any natural person might lawfully enter into or carry out. (10.) Shortly alter tie' iiiakiun' of >!iid arrangement lK»tween the said railway company and the said Pf" , hy proprr and lawful assignments, all the rights and intei'ests which the said I'ew nv the said Villard and his sis- sociates had aciptii'eil under sueii ari'iiiigement were duly anxpc!iided money aurtv-t\\d thousand three hundred and forty-seven dollars (;j^S-^2,.■}4'7 -tti: which disl-iirsements and outla\- s were I m atelv the sums foilowiiii''. that is to sav iistrioiited in apprexi- Amoinit expeiuled in p.iying old iiidelitediiess of said railway company v' 1 (),-t(i4; 4(1 12 Aiiiiiimt CXI)!']!,!.'!! ill iiayiiii;' I'ni' w<»i'k (Ioik; hikI materials fiiini.shcil ill tliis pnox iiicu 'M-i,')?!! 00 AiiKiiiiit cniicihIi'iI ti)f l()f(iiii(iti\t( (sng'iiics mid roliinn" stDck and cNcliisiNf u\' tVciu'lit and ilutics !).S,l(S2 (K) AiiKHiiil cxpfiidt'd tur iiiatrriiiis licsidcs rolling;' sttx'k |»nr('lia.si'U tsidc this pioviiice cxcliisive (inVi-iylit and ilutios :}2.S,()00 00 Aiiiiiinit. cxpi'iidcd t'or iVrin-lit upon iiiaU'i'iais l>i on ciiinnt's, rollin;"- stock, kc, and iiiatiMial^ liiininiit into this iiroviiicc l"]x|ii'ndrd since Fchriiary 1st tor ciinvnl expenses, lal »()i', niatrriiils, iVc V.iMO 00 :n,()S.") 00 10,000 00 otill .>!<.s-ii':i47 +() All tl )(• siinl work was procured to l)e (lone and all the said inaterifvls. (■n.;iiii's and lolliiin- slock were reijiiired and procured to be tarnished and all till' said iiioinys wcrr paiil out and liabilities incurred l»y and 0]\ behalfot'tlie said ( )rc^oii and TraMscoiiriiK iital company in full reliance upon its part that the said arraiiuviiiciir hctwccn the said railwa\ company and the saiil E. A. (J. Pew actiii' as at'oicsaiil, would In- carvieil out, as each and all the defendants d 1 11 th )f such work h((reiu are ami lia\c li 'cii well aware duriii;;- all the progress o and duriiiL; all the |ieriod ot" time, while the said engines, rolling stock and materials wer(^ being furnished and while the said moneys were being paid out and the >aid indebtedness was beinir inciii'red. ; 1 1^ At a lawful meeting of the board of directors of the said railway company lieM at Wiiinipeg, in this province, on November Otli, 1f the capital stock of this coin])any have been actually sub- seiilH',1 tor, with ilie payment ol' ten per centum of the amount tliereof in cash. now. therefore, for the ))nrpose of jireveiiting any (piestion bei raiseii ;is to the ra( t that two thousand five hundred sli ires o f th (^ai)i ap ng ital s(ocl\ ol liiN coiiii la ii\ ha \ e .i,( tiially been subscribed, with ten per centum of the aiiioinil llieieof paid in cash, lie it resolved that George H. Adams, the holder of ccitaiii shares of the stock sold and transferred to E. A. C. Pew iiy resoluiioii of the board of diiectors ])as.sed duly .")tli, ISSl, be and ithoii/ed to siiri' eiider to this comjianv five hundred (»f am lie lieli'liV IS ai the shares last meiitioiieil, and in lieu theri'of to subscribe five hundred shares of the stoi'k of this company, and to pay ten per centmn of the amount ot' such stock in cash ; lu'soKcd, further, that the secretary of this company be and he heiviiy is em])oweretl to accept the said surrender of tl hares, and to rec(i\c the said subscription of the said other shares and he iia\-ment to be made thereon, ami to issue to the said Adams certiti- att lor such sul>seiijition share I'orthwitli upon the passing of tin.' resolutions iifiresaid the said George II. Adams, who was then present and the holder of tive hundred (oOO) shares and ujiwards of the said fully paid and unassessable stock, by an in- 13 stnnuont duly cntoi-ed and recordt'd ii|K)n fclw? miinitcs of tlie said railway comjiaiiy, and hy him suhsc-rilti'd, didy suiTondciefl to said railway conipany five hundrod (oOO) shares of the saill fully i)aid and unas^'ssahlc stock"; which surn-ndor was, theri-u])()n, i>y a further instrument duly entered and recorded upon such minutes and suiiseribed by .1. H. Kainmoiid, then secre- tary of the said railway couipiiny, duly accepted hy the said railway com- pany ; and forthwith thereaftei hy a further instrument didy entered and recorded upon such nunutes and sui)scril»ed hy him, the said (JeorLfe H. AdauKs, he, tlie saiil (}eoi;uv H. Adaias.duly suhscrihed for live hundred (^.')00; other shai'es of the capital stock of the said railway company, in lieu of those shares l>y lum so surrendered as aforesaid ; aiid I'orthwith after such subscription, he, the said (Jeorge H. Adams, paid into the treasury of tlie said railway company, in cash, the sum of live thousand dollai-s iS.V.dOO) as the first instalment of ten (10; per cent, on the said stcjck so subsci-ibed as aforesaid. (13) At a lawfid meeting of the iioard of directors of the saii)ii •I. II. i IiiiiiiikukI . . . A. H. Ilolnus (i. H. Hnwcll \\\ N. KciUirdy . . . \V. Miir,|i,cli. .".... ('. V. Mnui i;. I.. .M-(iiv-..i \v. .1. Mc(; !■.-•,,!■ .. . KoLcrt !:. () r.Hcii. . . T. F, Oiii.cs K. A.C. Vrw .). (.'. Sclmltx Iluu'li Siitlirrljuid . . . W. '(". Stokes A. .1. Tlu.Mias K. M. Wu.mI I)avi(l \()iiii" I), Tisdnlc. [ F. H. iJivdgvs H. N. Iliitbiii .). R. Siitlicrliuid .loliii ( )sli.iriic I'. .). iiiowii Iv A. Will, taidcy. . . . • I. A. i^wiiii;- \ . Ndiid J. I ). liuiiic K. F. W.lls 'I. .U. linU-^M'JUIX .) Stcwaft F. VAUnit S. Mulvcy li. ( ). AniistiMii. M, l^fllllHIl , hiinis, 1^'. I J. lidlii-rtsi 111 , . A . ( I. I)('iuii.suii . . i). IF MrMiliiiiii 1 1 . hi'ish;n;i!i * ';iix\\ri:nii. . I. ( (J. :\F w .>r()l)ic ilsoii 40 .')() ,■)() W> ().') •27 iH) 40 SO .') .") 1-0 40 .") .")() I(MM) •MS !•!)!» 2!»0 K) lOlO 4.-) !)4 10 10 10 10 10 10 10 10 10 10 10 10 .") .") 10 .") 40 4(> 1-0 10,000 «luii us. At. th ■ time ami \>hi'.-v tixi'd l,y law and 1)V tlii> said iv.suluti.ins of the -aid li lard of din'ct )is, iiaiii^'i at tl 113 li'.'iii'rai olti(^i3 o tl lu said luillway •••inpaiiy m Aiuiiiji--', in this i'lMvin".-, l)cgiiiiiin^ at .dcvrii dl) o'clock a. 111., on \V. ■line slay, Fcbniary Isl ISSii, tho stockliolder.s of the said railw ay l.') (•(Hni)any y them respeetixely and in the form preseiihcd Iiy snl)-section seven (7) of section nineteen (1!* of "77/-' ('niinnlhlnlcd Rn'il- ii'dij Avi, /S7!f," had duly e()nsi,ituted t lie said .1. l\. Hammond to l>e their proxy, and in their ahsenee to xote or gise their respective iisseiits to a!iy business matter or thiny relatinij; to tlii' nndei tid^inn' "i the s;\id liiilwjiy ('om])any tliat miijht he mi'iitioiied oi' proposed at any meetinii' of the share- holders of the said railvva\ eomiian\-, or an\- of them, in sneh mannei' a.> lie, th le said Hammond, sliould tliiuk j»i-oper and likewise prior to the sai 1 meetine' hy an instnnnent in like form as those last aforesaid, the said David Young liad duly constituted the saiil .). H. Aslidown his jiroxy witli like' i)ower as those enjoyed I >y the >aid Hammond lUKh-r the said, |;st named instrument; and likewise prior to the said meetiuL;' iiy a similai' insti-nment, tlie said W. IJannernian liad duly eonstitueil the said I'. .). Mrown, his proxy, with like powers as those enjoyed liy the said Ihnnniond as aforesaid. The said Aei'maii were ai-o absent IVom the said meeting, and t^he saiil Ashdown and 1'. -1. Ih'ov.n, aeling under theii' said respective authorizations, so to do, respe(;ti\ ely attended said meeting and voted upon all questions arising tliereat, and foi- all olHeers of said mi'cting, and for directors of the said laii way com|)aiiy for the couiing yeai', as the respective pioxies of them, the said Young and Ijaniierman. (1(5.) At the said meeting last abo\e mentiimeassed by the boai-d of directors of the .said railway company at any meeting of such board or oi' a majority of the said directors, held on and since the fifth '.")lh day of duly, IScSl, so far as the same appeai'upon the records of the said eoiujiany, should u; hn and wcro tliorcliy rafitic d and ('oiifinntMl, ('Xf'r]it only such action as n-- lat(M| to tlic ullcifcil anaiiL^cnii'iils muih' liy M. A.C. Pew, prwfc.ssiii!^ to acton liclialf ol" tlic saiil coMi|Piiny, couccrninn' tlic town of Niai,'fira; anting upon oiL-ht thousand tive hnndicd and nineteen (iS.'jl'Jj shares af the capital stock of such company, whose names and numln'i' of shares an> as follows, that is to s ay c3 NAMKS OF SIIAliKlloI.DKlfS VdTIXd IN i'Won oKSAID (>FI-'K'i:i{S ANI> OF SAID HKSoM'I'loNs. J. H. Ashdown ( Jeorg-e H. A<1 S. ( ". Hii,^. W. J ams )anuerman. ( leorov Brown (leor^e M. ( 'unnninix. VV. \\ Cloun-h '. . W. S. Davison aniMioiK .1 H. H A. H. Holmes (I. R. Howell. ( '. \'. Mead . . H. K. O'Brien. Thomas F. ( )al' Kes. \V. ('. Stokes Hunli Sutherland A. .). Thomas. . . . K. M. Wood David Voun;' .... l)avi( is lah K. H. Hrvdi H. N. Ruttan (1. M. Wilson, .lames R, Sutherland John ( )siiorne P. .J. Brown John Rosseaux H. A. Winstanley .lohn A. Kwing. . \ ernon N ( lai 1 J. 1). Bain K. K. ,\ell M'MliKlt of SI I AUKS VoTKD ri'oN |;v sit'll sHAJtK- llol.DKItS. 7.-. si ItiMO CO +0 .■.<) !7(i<) W 1000 1010 to 10 10 10 10 10 10 10 10 lares. )tal numoer o fsl laros «,.')! !) ,sh ares. 17 The sh'kI (Mniit tliMiisainl five Imiidrcil aixl niiiftr.'ii (H,')\U) sliarcs iii- . lulled all tlic sail! live liuinlit'il f.')(»Oi sliaifs lictdiv tliat timr siilisciiltfil Ky till! said (icor^r,. H. Ati'iiiis, ami alsn tin- suid two tliniisainl five luiiidicd (2,.')()()) Hliai'cs suUsi'iihcd as the said Hist, and sccoiid sulis('ri|»tii)iis, save tlin.'e huiiditjd and v\ said Scliidt/, and i.tlicrs, and which the said Pt'W had wrnn^dully oinittccl tu assi;^'n to his |iriiicii>als in the sailainants liannnoud, liunh Sutherland, Ashdown, .^rown, O'Brien, Mead, ('uniniiiiL;' and ('lou;fh, and the said Wood, had hei'ii ele(!ted directors of the said lailway eoinjiany as aforesaid , and on the first ('1st) day of Kelanaj-y, 1N.S2, they, tln' saiil dirtM-tors. all duly met at the general utHee of the .said railway (roni|)any, in Winnipeg, afoi-esaid, and duly ori;anized as such hoard ; and to that end they, the said dinMitois, duly elected the .said Hammond to he president of the said compmiy. and th< said Mead to he sceretarv thereof for the eominyf vi ar. At tlie same mei-t- inn' of the said board such hoard duly pas.sed a resolution that the ])resident of the said railway eom[)any, and in his al>.sen»;e the vice-president theieof, liave for and on hehalf of such company the custody of all the )»ro])eity oi icl sucli com pany an( 1 that it should lie the dutv of such oHicers and tlnn' should thereby he authorized to take such measui-es and to institute such proc(!edinj4s in the name of such company, (jr otherwi.se, as might be neces- sary oi- expedient, to pioteet all the property of such company in siu-h i)os- se.ssion aL'aii 1st any attempt on the part of any person to violate such }» session : and at the same meetii >f tl le .sai( 1 board of directors, siich board duly pa.ssed a further res tlutiijn that the ])resid(!nt of the said com])any, atid the solicitor thereof, the Hon. S. ( '. i^iggs, should be, and thereby were, an thorized and instructeil to institute sucdi legal proceedings as to them might, OI' either of them might seem necessary or proper, in the name and on behalf of such couipany against any person or |iersons wr(»ngfully or \ih- |)roperly claiming to be otHcers or direct(»rs ot this company, to prevent them actinof as such oHicers or diredois, (].S) At a subse([uent lawful meeting of the said board of directors of the said railway comi)auy. Iiedd at the said general ottice of such company on Fel)ruaiy (itii, iSNii, the said K. M. Wood duly resigned Ins ol+ice of director of said company, which resignation was forthwith duly accepted by the said board; and thereujion the plaintitf. -lames R. Sutherland, who was then tlie holder of forty iM)) shares and upwards of the stock of the .said I'ailway (lompaiiy in his own right, ami who was otherwise duly i|ualitied to act as a director of such company, was duly appointed and chosen liy said board as a dii'ectoi' of such company to till the vacancy made as atoicsaid by the resignation of the .said Wood. (l!.)j For and during a ])eriod of several months innnediately prior to the time (jf the holding ot the .saiil annual meeting of shareholders, the plaintitf, J. H. Haunnond. was and acted as the secretary and treasurer of the said railwavcompanv and the general manager of its l)usiness affairs, and by S ' ^ 'I 18 icaHun nflii.s .sovorulca|»acitit's, lie, tlio sjiid Hainiiiond, wasaml rcniaintMl in till' lawful and iiracml'lc iiosscssioii nt'tliccoi'porution schI .»t' the said railway (•oiii|»aiiy, and of all lln' lutuks uml rcfdids tlirivof ami of tlir gfiioral oflice l)iiildiiin- tluTfof, and ofall otluT |>rn|>orty and ell'octs of said cctnipany ; and he, till! said |ilaiiititr, .'Vt-r since tlir said annual nifctin;^, liy virtui- of liis ■iaid corporato si-al and ruconls, and of the said general ut one thousand one hundred and seventy-thri-e (1,17HJ shares, all belonging to the said class of fully paid and unassessable stock, sliortly prior to the said annual meeting, conspired to deprive, fradulently the said liolders of the remaining stock in said lailway company of the control of the said company and of thi^ management of its alfairs, and to seize tiie corporate seal and records of the saiil com|)any, and to take the ])ro})erty and cHtM'ts thereof into their own liaiuls : to the end, as the cumjilainants are informed ami believe, of either wholly pi'cventing the ci^nsti'uction of tlu- said line ol rilway under the said arrangement and contract for tlie (tonstruction thereof, and within the time prescribecl by the said Order-in- Council. or of comiielling the said Oregon and Transcontinental Company to ])ay to them or for tln-ir use a large sum of money oi- to bestow upon them lare-t; iiecuniarv advanta'^es of some sort as a consideration of refrain- ing fi'om their said wrongful and fraudulent designs and permitting the sai< I arrangement and contract to be cai lied out. For the })ur])ose of jiro- moting the said wiougtid and fraudulent scheme, the said l>own, Kennedy, and ^liii'doch, or one of them, on oi shortlv iirior to the ilav of the .said annual meeting, tiansfenvd to the said Stewart, KUiott, Mulvey, Armstrong, McLeunan, Jiuriis, Kobertson, iJennison, McMillan, Leishman, Cartwright and Scoble the small (|nantities of stock standing in their resjiective names, as aforesaid, to the end, as the i»laintitis are infomied and believe, that said persons might be pi'esent at such annual meeting under pivtence of being shareholih'is in .said lailway company and assi>t in weatever violent or unlawful proceedings the said chief coiisjiirators might dei-ni necessary to aceompiish the said unlawful purposes: and further to carry forward tin; said wrongful designs, the said persons did attend the .saiil amnial meeting, and all of them, namely: th" .said Bown, Kenneny, Murdoch, McCiregor, Pew. Scliultz, Stewart. Elliott, Murvey, Armstrong, McLennan, Hums, Den- nison, .McMilhin, Lei.sliman, Cartwright and Scoble, then and there con- ducted themselves in a violent, noisy and riotous manner, with intent to jirevent the other stockholders then jiresent from transacting any liusine.ss, and pretended to vote foi- and declare elected as directors of the said rail- way company, the said Kennedy, Murdoch, McCregor, McLennan, Schultz, Bown, Pew, McMillan and Scoble. And afterwards and fnithei to carry forward the said uidawful project, on the .same day of the .said annual meet- in ini^, th<' said Kcnncily, Miinlocli. Mc( Ir.'^^'oi, Mclii'mum, Si-lmlt/, I'cw, Mc- Millan ami SciiMf asscmltlcil tlK'nisi'lvc^j at tl tlii-i- uftlii' said Scliult/, in tho .snitl (!ity of Winnipeg,', ami )irrtfmlt'(| tn <>i';,'iini/i' tlicniMclvfH ns tin' board of (liicctDrs of till' said laiiway cnniiiany, uinl tl) tliut I'nd, tlicv |irt'- ti!ndt'd to clcc'j tilt' said Sdiidt/ as |iii>idrnt, and tlif s.-iid Aniistion;^ as secretary, and tlio .saitl Miirvcy as trrusurcr of the said railway coiupany. And fnrtlior to carry forward tliu said conspiracy, tlic said piisons last aforesaid have from time to time, sincn the said prrtrndcil l)oiud nicctini^ and ori^'anization, assonihlcd tlii'msclvcs and pi-ctcndcd to ln', and to transact business as the board of directors of the said railway company; and they have n!poat(!(lly and continuously sou,i,'ht to obstiuet, as nmch hs possible, tli(! business of the said railway company by denyinj,' in a public manner the authority of the said lawful direetor> and otHcers, who are plaiiititl's iti this bill, and by publishin;^ in one or more ncwspapei.s of ^^feneral circulation at Winnipeg;' aforesairl, a notice of which a copy is hereunto annexed, marked Kxhibit ( '. And they, th(! said deiendants, further to promote the said fraudulent scIumuo, publicly deny the binding' etfect of thi' said arrani^ement and contract for tht; constiuction of the said line of railway, and tlneateu and annoinice that they will forcibly prevent such contract fiom beiun' '"'>''- ried out and said lin»; of I'ailway from beiii;,' built thei'cinider ; and in fur- therance of such purpos(>,they (paused to be made out and siLjned by the said \j. O. Armstroni,'. pretending' to act as seon'tary of the said railway com pJiny, and caused to be deliveied to the plaiinilf, .1. If. }[auuniiiid, a paper writin,Lf of which a copy is hereinito annexed, ujarkt-d Kxhibit i). And the said de- fendants further _i,'ive out and threaten that they will wron^dully seize upon the correspondence of the said railway com|)any, passiui; tlirout,di the pub- lic mails; and to enabh; them to scuze such correspondence, the said Schultz falsely pretendinti; to act as president of the said railway company, shortly prior to the exhibition of this bill, being instifjated thereto by the other de- fendants aforesaid, procured a box in the ]»ul)lic post ofHce, at the said city of \Vinni])eg, over which he would have complete (control, and to which he would havt! access at his jtleasui-e; and he instructed the postmaster in charge of such office, or his ('e]iuties or clerks, to place in s\ich box all cor- respondence and other mail nwitter ariiving at such post ot!ic(! for the said railway company. And the defendants give out and threaten that they will forcibly .seize upon the general olhce building and upon the books, pajiers and seal of the .said railway (V)mpany, and will deprive tiie lawfully consti- tuted directors and otHcers of said company of the' possession and custody of said building, books, papers and the said seal. (21.) If the said Oregon and Transcontinental company be nothindt^red in the prosecution of the W(j)'k of constructing the said line of railway in accordance with the said arrangement and centract for the construction thereof, and the business operations of ihe .said comjiany be not interfered with by the defendants, in the maiinei- threatened by them as afoi'esaid, and the plaintill's, who are the lawfully constituted directors and otHcers of the said railway eomjiany, be not depri'.cd of, or olistructed in, the propel' con- duct of the affairs of such coi poratiou, the saiil line of railway can and will be consti'ucted and comjdeted in the time and manner prescrilied Ity the .said Acts oi' Parliament, and of the said Order in Council ; but in case any hin- drances or obstructions Vie interpo.stMl to the pro.sccution of such work, or to 1 1 20 till' inaiia<4t'iiifiit uf tl uucorus .if tin' said (•(unpaiiy hy Hie said lawfully niiislitiiti'il iliifctuis or oIlin'i'H tlii'it'uf, jis tlin-atciif.! Ly tlic (Icrcinlants. tin- (•oiii|ilftilicity (ifaetionsti) defend their riijlifs in the said cdriKiratidn.and in itn liddks, |ird(>eity and elleets, and will lie svithoiit any adei|\iate remedy at law whatever. ('2'\) The plaint ill's, dther than the said railway ednii»any, ami tht! said otticers and directors ol'sneh edni|iany, are the Imlders of stdck in snch Cdni- panv td the rospeetive anidinits held hy tluun at the time of the said ainiual mcetin'.'; of stockhdlders. \Vherefor(\ the i>laintif!H pray: — I, That the defendants and each of them and (heir aj^ents '.ii'.U servants, and the ai^ents and servants of each of (hem, lie restraineii and perpetually enjoined from distnrliinj^ or in any manner interl'erin;; with the complainants, .1. H. Hannnond, llii^h Sutherland, . I. II. Ashdown, ( Iimhuc Brown, James ]|. Sutherland, Kol.ert K. O'Brien, Charles V. Mead, (Jeor^je M. ( 'nnnninn, and W. \\ ^'\^<\\|<;h, in the exercise of their duties and powers as diicctois • f the said Manitolia Sonth-Wi'stern ( 'oloni/ation Railway ( 'onipany, until their respective terms of ofHce as such directois shall have expired and their ancces- sors have been electeil and have ((ualitied. i'. That the defendants and each of them and their ajfents and servants, and the aifents and sei'vants of each of them lie resti'aincd and enjoined from disturhin^ the possession liy the said John H. liamumnd, as president (jf the said railway com- ]i!Uiy, or his successor in otHce or any other lawfully appointed au'ent of said railway company, of the moneys, jiapers, or etfects of the sai(.l lailway compans, inclndiiiii; the correspon- dence thereof passini,' throuj^di th»! mails ; ami from intei'hM-iny with tlic coiistiiiction of the line of railway of the said rail- way company under the existiny- contiact, and arranany. (iKNTLKMKN: — I am instnictcil liy certain yfiitlciiion who take an intiTcst in your efforts to Hecin-e the eonstnietiiMi of your railway to offer such aid as i.s con- tained in the followiii},' propcwitions : — The parties T represent are willi!i;i,' to (jo on at once with the ennstnic- tion and e(|uipnient of yoiu' wlioir line of lailwiiy and will secure the run- nnii,' of trains to a point fifty nuh's distant from \\'iniii|ie^r hy the 1st day of June, A I) IMS'i; hut as the doinj,' of this involves the provisi(»n of many millions of doMars, they re(|uiri' you to place them in a position wherehy they will ac([uir(! say nine thousand six hundred and forty shares of the capital stock of the company, and in the meantime a eentrollini,' interest in the management of the same. The parti(!s whom I rejirasent, reiiognizin^ the vnlue of the jireliminary woi-k done Ity the ])rescnt shareholdeis in the securiuLr of the franchise, lan only valuable interest thev aciiuire as auainst the laiyt' amount thev ayfree to expend, it will be re((uired that the company .should issue to the ca])italists fuiiiishiuLf the nKjney, all stock delivered to them, fully pai agreed upon iiy and be- tween the directors of said comi)any and ourselves, foi- and in consideration of nine thousand six hundred and foity shares of the capital stock of .said company, (jf the pai value of one hundred dollars each, tlie same being fully ptid and unassessable, to be delivereil to us, the whoh^ capital being SI, 000,- 000, and in the further consideration of the delivery to us of the first mortgage bonds of the company to the amount of six millions, two hundn'd anoard are willing to entertain individually any reasonable proposition as regards stock, yet they cannot as a board promise you to transfer in tiie name of the company, and for the conqiany's purposes and l)enetit, moie than seven tliousand five hundred shai'es ; and I am also requested to say that the bonds not having been piinted, cannot be given to vou; and that as the trustee for the bonds is the Farmers Loan and Trust Company of New York, the bonds nmst first go there ; but that there is i.(t objection to your takiuLT on yourself the task of seeiuiX them dulv re^;- istered upon the books of that conq)any. The individual members of the board now here desire me to say that as regards the stock they now hold they are willing to transfer to you all except that quantity necessary for their qualifiaation which they now hold, in coiisideratioii of your ]iaying to them the amount which they paid ♦or it, and in coiisidenition tliat you will transfer back to them forthwith four- fifths of the quantity transferred to you in excess of seven tliouand rive hundred shares. * and als(j that you give an undertaking agreeing that should tlie remaining stuckliolders desire to avail theuHelves of the same terms and conditions that you will hold the offer open to them for at least long enough to make them acquainted with its nature. As regtu'ds the representation on the boanl, I am icquested to say that the one vacancy 23 which we now have upon the board may he filled hy the ajipointment of yourself as du\!etor and Vice-President. The <,n-eat ol)ieet of the yu'esent directorate is to obtain the buildiniLf of the road, and the buildinj; of the wliole road within three years must be the essence of this agreement ; mean- time the present board will do everythinijc it can to facilitate your effort, and (U'sire you to ajiswer this eounnuuioation before proceeding furth.er with the discussion of your prooosition. I am Sir, Yours truly, DAVID KEMP, Welland, Ont. Secretary. P. S. — The board wisli to n>mind you of the arrangement with the Hon. Sir Richard Cartwrijxht and Mr. Duncan McA.rtliur regarding the .sale of Ixmds, and to stipulate tliat this .shall continue, and also to the appointment of such persons who liavc had tha promise of situations in the company. DAVID KEMP, Secretary. Tha above is satisfactoiy, and will be considered part of my projiosition. E. A. C. PEW. Welland, July oth, LS81. * Marginal note in minute book : " Authority for inserting words ' in excess of seven thousand five hundred shares' will be faind in j)age !)0, pro- ceedings October Oth, 1881. J. H. HAMMOND, Secretary.' KXHIBIT B. This memorandum of agivemmt madi- this 14th day of October, A. 1). I8S1, between the Manitoba iSouth- Western Cohmi/ation Railway (\)m;»any, a corporation incerporated by an Act of Parliament of the Dominion ot (.'an- ada, passed in the forty-second year of the Reign of Her Majesty, Chapter ()(!, entitled " An Act to incorporate the Manitoba, South-Western Coloniza- ti(jn Railway Company," hereinafter refei-red to and described as the South- Western Conipany, of the first part, and the Oregon and Transcontinental hi 24 company, a corporation duly oir^anized, crcatiMl and existing undor and liy virtue "of the laws of the State of Oroi^nn, hereinafter referred to and de- scribed as the Oregon Company, of the .second [xirf. Whereas by the. Act hereinbefore referi'ed t(j, the South-Western Com- pany was, incorporated with power to construct a railway conniienciui? at Winnipeg in the Province of Manitoba, and following a line thence south- westwardly trom Winnijieg to some ))oint at or near Rock Lake, near the western boundary of the Pi'ovince, and by furthei' Act of Parliament of said Dominion of ('anada, j)assed in the year ISSO, Chapter ')'] entitled " An Act to extend the powers of the Manitoba South- Western ('olonization Railway Com])a;iy. and to furthei- Amend the Act incurpoiatiug the said company," the South-Western company was inter alUt authorized to extend their said line of railway, the said extension to connitence at so!iie point at or neai' Rock Lake in the North-West Teiritory, and to run thence in a westwardly di)'ection to the Souris coal tiiilds, on a Hue i)ai-allel or Jiearly so to the boun- ihuy line of the J)omini(!n of Canada, making on the whole a total estimated length of three hundred and twelve miles, (. SI :i) of railway, and whereas the said South-W(;stern eom])any has been and is unable without negotiating its bonds and stock to obtain the moneys wherewith t > build the said railway above descriV)ed, and whereas the ( )i-egon com])any is willing to build and com])lete and eipiip the same for the consideration herein named. Noiv fJicsi' presuhi.s ii^ifursK, that the parties hereto eo\'enant and agree each with the other as follows : I. The South-Western com])any ))romises and agrees forthwith to issue, sell and deliver in ])i'oportion of twenty thsusand dollars ])er mile, for each mile of the loiigth of said railway constructed oi- under contract to be con- structed, all and every its first mortgage bonds mentioned and described in the mortgage or the South-Western company to the Fai'niers' Loan and Trust company, being in the ag^'ivgate six thousand two hundred and forty bonds of one thousand ilollars each as set forth and described in the said mortgage as and to be the absolute property of tlu' said Oregon compjiny to be liy it diposed of in such mann(>i' as to it may seem propel' : and the South- Western ct)mpany will also forthwith issui', sell, assign, transfer and deliver to the Oregon Com})any of the shares of its cajiital stock, fully paid and un- assessable, in t'onsideration of the covenants and agreements luMi'in contained on the ])art of the Oregon com]iany to be perfomied, not less than seven thousand tive hundred shares of tnie hundred dollars each, and so many of the remaining twenty-five hundred shares of its authorized ca))ital upon which ten per cent, has beim fully paid, as the holders thereof shall consent and agree to transfer and deliver. IL The Oregon com))any covenants and agi-ees that ujioii the perform- ance of the agreement of the South-Westei'ii company herein contained, and the appioval by the Canadian (iovernment of the grade, plans and location of the said railway as presi-ribed by the said Acts or any other Act of Par- liament, and the Ordei' in Council of date li-tth of March," LSSl, touching the land grant of the .said South-Westesn com]iany, it will at its own expense and with its own funds lay out, locate, consti'uct. com])lete and fully ecpiip with the re(|uisite and propei amount ot rolling stock and e(iui[)ments, fur- nish anci et^uip a single track railway of four feet eight and one-half inches io in width ot guage, hetwcn iho points licininlirfuiv dcscril.ud, an e.stiuiakMl length in all ot" three Inuulred and twelve miles, in all respe.^ts as roquirod by the Acts of I'ai-liaineiit hereinhnfoiv ivfnivd to, oi' aiiv other Act in any manner relating thereto, and the first liit \ day of June, l.SSi*. in I le.s thereof |>i'ioi- to tlir Hrst And also the said ()regon r'oi.ijiany will pay to the Oovernment of the Doiiiiiiion of Canada all sums of money whirii "may at anv time ]iereaft(;r become due and i)ayable by th.' said South-Western ('om]»any, a,s payment for lands granteil to the said company under the provisions of the Order in Couneil date.l tile iHth ten l)ei' cent, has iieen paid such amount theieofas they may desire or l)c willing to transfer to the said ()regon -Company and will assigii and transfer to the said stuckboiders so trahsferring the" .said stock res- l)ectively an eipial amount of paid up and unincumitered stock of the said company. In wrrXKss wukkkok the South-Western Company has .aused its cor- |)orate seal to \k' ailixed hei-eto and these pi-esen'ts to i>e. attested liy the signature of its president and secretary ; and the Oregon Company has lieivunto set its corjiorote seal attested by the sigiirture of its president and seceetary. .iOHN SCHUI/rZ. 1^,;! I'lesident. d. fl. HAMMOND, Secretary. EXHIBIT PUBLIC NOTICK Is hereby given that that tlie following icsolution was adopted at a meeting of the .Directors of the Manitoba South-Western Colonization llailway Company, held at Winnipeg February I si. iSMi, ■ That all oHicials and Ii'^ •2(5 .stTvaiits uf tliis coinpaiiy, (fXccptiiijLf L. O. Anii.strong, sucretavy, and Stewart Mnlvijy, tivasiinT, lie and arc liciehy disniissod tVoni the service of the cuni- I'aiiy, ami tliot, tlie Secretary lie directed to insert in the newspapers of tliis '•ily fin advei'tiscnient to tlie public that this com]»any will not he responsible lor any dclils contracteil b}' any [jcrson not duly authorized by this board. < 'a,rric(l." ;\ll i)i')-.sons arr therei'oi'c reipiestcd to take notice and govern them- selves iiccoi-dingly. L. U. ARMSTRONG, Secretary M. S. W. C. Ry. EXHIBIT 1). rii« M.-uiitoba Soiith-Westt'rn Colonization Railway (^onipany. WiXMPEC!, Manitoba, :.'nd February, 1HS2. .li MIN Si III l.r/. I'lvsid.iit. Til l.i(iu>rald llamaiond, \\'iniiii'>i-«g. SlK, I ;un instniel.'il by the l>oar and is "///■i I ;iiii iusirueteil to aild that this ISoard is desirous of making with t' • irasi |.,i>siiil,- delay, a iiew aiTauyeiiieiit with the Or(>n;oii and Trauseou- iMienla.l T .inpauy, wiuT.'iiy tlie Intter ( 'oiuimny may lie fully and ecpiitably f iMiiieiisat.'d f.ial! work and expenditure already ').rop..rly performed oV made by tliem, and enuring to the li-uetit of the Railway t'onipanv. and for the (Mui|iletion of i\\,- \\.s->-i\iimiu;i,tii>n on his ,'itli- davit, and to examination on tin- allegatifms and statements in tlic wliolr bill of com])laint. Affidavits in answer to some allegations in the iiill were Hied liy the defendants, and atHdavits in ie]ily thereto w (sre liled by the plaintitis. Hut irom a careftd review of all the matci'ials now < 'ourt, I am of opinion that the allegations, statenuMits and rh; bet on; the in the hill of complaint have Iteen and ai'e, if not literally, at h-ast siio^iantially made out heyond all leasonable controversy. This, indeed, thi'oughout a somewhat lengtliy argument, seemed t(j have been adnuttrd, with one single exception as to the I'etention and ]io.ss(!Ssion by tho.;e who voted for the plaintiff — directors of the identical :2, ')(>() shares of stock on which 10 pi-r •ent. had been paid — calleti for the sake of distinction, " tl This, I think, was the onlv material fact as ff< in this suit, the other ciefeiidanLs being only ancillary ami accidental, liaving been nuule shareholders by the inms- fe-i' to them l)V the mil di'fciidnntt^ of a small number of shares a ilay or twti prior to the general annual meeting of ed, onlv for th shart hold. ers, as is with reason allei;- it of th f tl le rca d defend a Ills only lor tlie >iccomplisnment ot the ii'n'/)o>^(:i> were directors of the company and initiated, negotiated, arranged, formnlateii and c(jnsuinmated thos(; transactions, and subsequently at \arious times as directors duly convened, in due foi-m of law, ac(|uiesce{| in. latitle,, .iiid c(jn- tirmed, and wholly executed on their part, acting as diiectoi , .,| the com- |)'iny, those transactions which they now im])ea<'li and se'l< to be made void- the record ami history of whiidi tliey have left liehind ihein inscribed in the minutes of their proceedings, and in books ami documents, not susceptible of contradietion as cpiestions of fact-ot'all wliieii tin' liill of euiniilaint give« a short and succinct history and statement. It will ht' convenient, in the tirst jilace to di^po,-,e of c.-rtain oljj''ctions to the plaintitis' i)ill. taken in the form ot'demurier ore tenii>i. It is saiil the i)ill is mutrifarioiis. Assuming all the alli-gations and statements to be true, I fail to detect the slightest groinid U|ton wliieji such an objection can rest, either in substance or form — :'s inspects the subject ..latter of the bill or the paities to it. All the {)laintiffs have an interest in 2n coiumon -havt^ hiil one iultrcsl one coiirsf nf pmci'duiv in pursuing that iiitt'fcHt, Jintl aim at, liut niic dlij ■ i. In m> fai- as tiio ])lainti(l's are conctjrned tiotliiiiL; could lie more ih'i- tVni) li\t'rsity i»f iutcR'st, the mode of prosoout- in^ it, nr tlio [)ur|Hisi' (ir tilijcc't liitMl at. The , or mihic t.r one are (ir i> i 'ntitli>d tci relief the court hns power to i^'rant .^uch relief and to modify its decri'e accordin>,' to the special eiiciiiu.'^tances oi'ilie ca>e; and fir that pm'pose to diivct sueh amendments, if any. as may lie neeess;ii'\ are made, to ticai ml at the heiirini;', iief ire such amendments my one or more i>i' tlie plaintiti's a^ if 1 le iir tl lev was or were a detendant i^- deleiidants in the .^uit, and it" as the lemainiiie- (jruthei- iiaintitt or plan ititl cord s w.as (.) md where tlp're is a r wei'e the only plaiiitiH or plaintitts, on the I'e- misiiiinder of piaintitis. and the plaintiff ha\ in^' .■111 interest has died le;ivin^ tlie plaiiititi" on the record without an inteivst, the (Mint may .'it the hi'ariiiLT of tlie eaii-e, older tlie cause to stand revived as may appear just, and proceed to a deci-ioii of the cause if it si'Cs tit, and to e;i\e siu'h d.rection,-, ;is to eosfs i>v otlierwise as ap]ieai> ju'-t and e\]iedi- This relie\es the court fVom cnv emliarrassnieiit in ri-snect of mis- cnt. ioind ■r of plaintiffs siippo^iiiL' theiv weiv any in this case : ■ lit at, 01 trim \\o not tliiiik there is [t was also olrjectctl that the jMaintitis. Hammond, ('" inU'i n;i, Mt'aJ and {"(or> liy rea^^on ot their ipiali- tication consistini;' of •^tock whi.'li they re>pectively heid. transferred to them by t!\e coi-poratioii. The L>i ne\ertheii'^v in fact, in Tliis otiji-etion is t> sec. 11. whi('h ri-ads a> foil and Transcdiuineutal f^ompan}'. hut thon:_ii :tl's.>lute m form. ieteruiU. OW //, (I (■ ''0:11 nil ■■ 7 (( UUl In shall ''■ "'. ■I, by tie. I)( I'SIH ,1 I'onstriieti'iu of ^2 \' . c. 0(1, ■>•/("// ht elii:te/■ ( /( ll ;y Oil ll •'(,^■^ c r'lir lit) ij coriioV'if iHl II './, (' II It is (/ .il.iyll //,('■'■ /)-/( o' h:nsf Ul sl„ii •ll rif/i't. (hi sfncl- lit rh (?•>•• '(ll.- th (I l'(0)i. dmit teil tor tlu 1 r, !': 'f the determinati on If- 'ii'iii- tile ouestioli iin >lve,i in this ol^ieeti.n.tliai > h.' I'hiintitis e\eei'ted to on this _'round,eich hoi i. at least 4t) sharesof the st ..'k I't'th tivc ri>:lus.but f Witl oracin'poratii'ii an difVii e company liutn^t inth-irowii re-pee i tliatallcallstlieivi.n w hi eiv and areiiaid uii. loutauy modnyin_ I'rc.'ntioliin-enactment; itw..uld see-m thi^ plain jn-n- vi>ioniii tiie Special Act iue^'rn 'laiin^ thee iiunanv Is coiiclu-iv. ■t th'^ w uiustiiin liiileed. I un lerst.i.1,1 c vm-el for the defeU'lautN i o a---nt t' th IS pr.'p.isit; m ; tmt tluy ar:j:ue tnis i-i-v i-iuu !•. c.'Utroii.'d. aiMl in eti'-^'t irilli- tth sub->i-e. of >. tiou \\^ .'f the CoUsr.Hilated Kaiiwav Aet.l >.7!', tu i\ tlie WtUCh s.lV: 'f. , 1,. <.'(''}) ill If ."i'ji'v (I ;»••'(> fK-i 'i (/t U dti'tctoi' (//(/<'->■»■ /e .1 shnr*-hoblt^ I \ ll '(»>■ (>"•// '\nht.n)i<} quaViTifiil fo in*'' un- ilii-ictovi 2f> af the ('lection at lohirh he inflmm'ii." The S]H'('ial Ac;t (inii('Mi|Htrti(>n says // o/i'iK'r I II liiK oiiui ri( lilt. or lis Ih 'le IJideaH he shall, Iw tho hol'li'r n ii'l ti'nnti'i' for (luij corporiiflDii. TIk- (In.ci-.J. '.^'lilwuy Act, s;iys : — Ciilrss he In a xforlh.i)l(ler oivnlixj storh (i,}»<< on'ii ri;/lil -nnt luiviir^ in it the additional words found in the Special Act, "or as triisfi'i' fur an 1/ rnr- pornflon." Ih tiip adi' !i.i';,niinent as to tlie nieaning of the section in tiie S|(ecial, and tlie chuise in tiie < ieneral llaiiway Act, when read tojifether ; tliey siati- atid mumii that tlie i|iiaiification of a director in the M. S. W. < '. ily. < 'o. shall lie. at the time of ele<-ti(in, Ihrhohl- in;f of not less than jO shiirrs, 1 ,1 li'i.'< onui ri'll'l. or its Irnshi' for ni'i/ ror- poi'iiJion, in iln' stor/,' of Ih'- cinn p'Cn '/. Tin' '[iitiH lidttion of lln- dircclor is nsf IIS Jdwfid KHil raliil if ihr slofi: is hrl .Sand .') of the (Ieneral llailway Aet, IS7!>. as shewinif 'Most coiKdiisividy tlie sultonlination of the |»rovisions of the (Jeiieral Railway Ai;t \o the en- a/'tiiK'nts ill the S|iecial Act. Section Iwn of the (Iciieial .\ct .say> :- Thr said sections fr rated nji III Ihf Siiecial Jr7, /oi'm oarl Ihrriof, a ml hr laiisl ria'd V Ihereii'ilh. as fovnii ii(f one Aet. ir the pnr/iose of e.i'cejil 1 ni/ from 1 ncor/ioral ion ii'i Ih Ih I I ofth le hpi'i'ia I )e sections formi mj Part First of this Arf il shall he siitfieatnt All. an in the Sjteeial Art to emicl, tJial lli.e seelions of this Ail /fo/iosed lo Ijr e./- repli'd^ rcferrinij to them In/ tin' n'i,reeiiis o ooiniianv cr to nie, wouli 1 be a violence and an invasion ot coimnon sense. Allot h iliiect ler oh|ectlon was wvji ae'aiiis t tl lese same diri'ctol's. It wr.s sail I tlie\' were trustees |oi' 'i'lie ( »reiroii and Traiix-onlineiital < 'ompany, admitted to li- a corpoiatioM within the iiieaniiiL,'' 'if section 1! ot' the Special Act, which was and is the eeslui que trii, lam quito rlear that no siicli iiower exists in tlie cckIii'i ijuf trust, aftei- the stock has lieen duly and rcLjuiarly transferr<'d, and while it is dnly and jtroperiy lield by the trustee. 1 lefer to " skiu'cs (t.iid Ihei r fntiistcr" .seittion 22 and sub- sections tliereumhr of the ( leneral Kail way Aet. Tlie trnnsftns nnist in form be absi^lute an; Fender y.s. La-^hinuton, L. Pi. (i Chv. I). 70; Pull brook vs. Hiehmond, ( '. M. ( 'o , L R. i). ( 'hy 1), (12(1, I must confess that a (r.s7/o" ry*" /(■'/>•/. haviiiLf, as in the case of the Oregon and Transcontinental Company, an important contrMct with the rail- way eniiipany, and. i>y its tiustees, having within itself tin- powt-r ot' con- trolling the directorate of tlie railway company, is, on priiu'iple, very olijec- tioiiabie ; and that the Fjegisladire niiglit well have provided against it. Tiiat th(! Legisluture might Iia\e done so may lie readily inferred trom sec- tion 1'.), sub-sec. K) of the (feiiernl llailwav Act, 1S7!V In substance, it seems to bt.' in etii-ct. though not in form or fact, within the mischief intend- ed by that sub section to lie iirohibitcd. The clause to which I have refci inl reads as follows ;- - " iV (> person. IidIi!) ii;/ (iji 1/ oft'irc, i>lin'(' or oiijiloj/uu'iil m, or hc'nni cou- i-crut'il or ilttcresfiil In (i.n f/ conh'urls iiiolrr or irilh llu' coin jiU h ;/. shot! hi' c Ih'' pu rclmsc. of lund ni'rcuHa.rii tirr iJn' ro'iln'iiji, or herontc a purl m'r of a ,i ;] conl rnrlor "'it/i the coin pa in/." In this, however, and in all otiiei' cases, it is not for the (.'ourt to sav what ottijlit to he, but ulnd is iJir liiu-. Section II of thi> Special Act, as we have di'termiiied, declares that the liolding of not less than 4(1 shares, os trustee for nn/f no'pio'nliow. shall be a suilicieiit (pialiHcntion tor t) director ; and tho express enactment in section I 1 in the Special Act, iis we iiMve aNo determined, must lie i-onstrued along with section 1!), sub-section KI of the (Jeneral Railway Act which I have ([Uoted. Kven if section I !», sub-section l(i, in its terms, words and language, were manifestly contradictory of tin- Special Act, the latter must pnjvail. It, however, is not contradictory. It in no way, exjiressly or by necessary implication, ijeclares that a trustHe shall not be a director if tln^ rr-ini 'j,ii' trust has a contract witli. or is in- terested in, iVc. It follows that Twhat 111 eth'ct has l»een already determineil'i that this (/bjection atl'ords no ground oj' dis(|iialiHcation of the dire(.'tors Hammond, O'Brien, (.'umming, Mead and ( 'lough. Having now disjKised of the preliminary objections taken by way of tlemurrer ore tenus to the constitution of tie plaintiffs' bill, as to matter and form, and to the qualitication of the p'aintitf-directors, Hammond, O'Brien, Gumming, Mead and Clough, 1 will now proceed to an examination of the .SI sfatas of tlio plaintirt's, claiminLf td lie the iliily ck-t'tfil ilirciitors of the (!om- |>aiiy, and of tin- titli' of a// tlm plaiiiLills to maintain this suit. I shall first tak(! up tiie transa<'ti(>n wliifli was initiati'(| and, apjtar- antlv, aii'itiii/c(l, if not then fullv ('(Hi-inuniatLHl, at Weiland, on the .')tli day of July, ISM I. 'iUii S|t(3('ial Art incorporating tin- M. \- S. \V. (' Ky. Co. (\'2 V. c. »i(ij was (ibtaintMl by the dcfrndunt, />o<7<*c Srlmll:, on tin' l.Hli of May, lS7i), who was then and is now a nH'inhcr of thr irousc of (Jomnions of Canada, ami has always lii'cn th(! cA/'y' /'it(/r/', ih-inmttci' uml raiil ml/cr in all the movements of that company. On tlic 17th ol" .June. I.S7!*, tlirou<,d» Dr. Schultz, !i mci'tiuL;' was held of tin' proxisi'tiuil diivrtors named in the Special Act; an oiyaniziition took [ilaceand sto(;k-ljoolvs wiTe ordrrvd to be opened foi' the sni)HCviption in shares of the ca])ital stock of the eomiian}'. .lust one thousand shaves were subscribed, and were so distributed, as is alle},'ed, that the controUinj^ ])ower was in the hands of \)v. Schultz. it is alleged that l.') per cent, was |iaiil on this 1000 shares : and, about l)econd»er, ]87!*, a b(/ard of diiectors of the nomination of Dr. Schultz was elected Ity the share- holders. For somt; months thcreiifter, the dii'ectoi's si-em to have beeii^inac- tivc, except iloubtle.s.s, in applying whatever moneys that were paid, in to the eivdit of the company, in the way of I •") pel' cent, on tht- 1,000 shares sub.scribed. " hi, fxiiiiivnls of all tff>^, cxiu'hscs (iml dishii rf^ciiwiits for firo- '■ ciiriiii/ flu; piissiiii/ lit' t hi' Ai;l h ml for rniil>'iii(f (he su riwi/.'^" icv., accoi'ding to the 7tli section of the A('t. On the 25th of August, bS.SO, thef.' \va.> a meeting tf the board of directors for the i)uri>(^s(! of laviuLT the tbundation for the issue of mortixaiife bonds on the y>/'0/>o.s7'(/ line of railway, (ot course there was not then any railway made); and to this end they pio('ure(| another suiiscription ot 1,000 shares of the capital stock an subscribed by Di. Schultz and his co-directors ; and the board then allotted to the sub.scribers rateal)iy and ])roi»oi'tionably,")00 shares, in the whole, and marked them 10 /;' paid thertion, transferiing the .") ^ in excess of 10 ' paid on tin- first 1,000 shares of stock subscribed, to and in payment of 10 pt'r cent, on the ')()() shares allotted — making as the board thonglit and considered, 2,')00 shares subscribed and 10 ])ei- cent [taid tlu'teMju, and laying, as they thought and considereil, the basis for th(,' issue of boods. ac<'ording to oii" of the condi- tions precedoit, contain(;d in the l')th section of the special Act. It was alleged on the argument and not denied thiit, bonds wei'e after- wards i.ssued, and tilforts madi- in iMiglaml and elsewhere ro iiegotiate and dispose of them, but without success ; a.. J, aithough J)r. Schultz and his co- directors had, fi'om the l-'itli of May, IS7'.>, to the ."ith of .July, INS] — over two years — incessantly maile the most stre'nuous eH'orts to secure ca])ital to "•<) on with the (;onstructi(jn (»f the railway contemjilated i»y the Special Act, yet he found at the end of two years his company without a cent in the treasurv -having ex])ended all the money jiaid on su Inscribed stock ."525.000, ;'// the- ixtjiili'ul of fi'<'^<, i'.i'inii^:Cfi (i-iui •I'l'^bn I'xehw nit^ Jm' procu r'l ii of .Inly, ISSI, lidil a lioanl iiicctiii;,' at the !>• \Ler House in Wellami, in the comity of Wrllaini, in tlic l'i-o\ inn' of ( »ntaiii>, and o|t('nc(| u|i nc^oii.'itions with one I'cw, allot her of the (li'lcmlaiits, acting; forceitain caiiitalists in k, ami caiiic to a. s|M'('itic ai'ran;,'('iiiciit with liiiii, so actiiiji; as I Imve «c\\ Voll^ iiii'iit ioiinl, \\ lii'r('li\- the coiiiitaiiN was to a>sinn, truiisfer ami <><) shares, t(t he niaiketl and inserihed " ]iai<>(> shares " juiid and iinassessahU Ion Wlieliii f, 1^ CSV III lielialt' of the N'e w pitalists. undertook and proniiseil that tl and w.nild hiiild the railway and ecpiip t sidiiiii's. s N. Volk apitalisis s York llollUI sa witches, turnouts, stations, water-tank nie-— Willi all the necesstiry \-c.. aci'ordinu' '"> plans and spirilications -fi'oin Winnipeg'' to La Uoclic Percee the liist ")(• miles from Winnipci;- West, to he completed oil or liefoie the first of.llille, iSS:!, uud liiilwav SI \-c rvice once a dav to Ndsouv ille, on or iiefore the first of T'eW.. 1S(S2. exhihit A set out in th ,1111 titi'- ill of comiilaiiit foi- ii full state- ment of this aiireeiiieiit. This aiileeiiient is e\ ideiKH'd li\ the >ij>iiature of IVw and that ofDasid Kemp, a- diiectoi- and secretary of the .•ompany who si^iis in liis oflicial caiiacitN' n^ >ecrefar\'. The contract was made al W'i'lland aiioiit the .'it ii of.luly, Issj |t whs to lie iiiiiuidiately executed or lu-rtornu'tl on tiie ■ ;iir of the CM.npanv, in i n,'sifl>riii m >f II. I ii'i tl ml firtiiii lie i' perl'oiiii and execir ,1s V 'II iii'lial lie au'rcrlllrjll <\\ ilii'ii i- N IMlt. ew \ork (/ I'nlll II' II mil' I'liil- priiicipals. to ilillril st i ji'i /' A tull accoi, I of this lioard meeting i~, contaiind in llic iiuuiUe li(«i,id pai;e I7">. I particularly call atteiuioii to the explanations as to th iiecessit\ and advisahiiitx ot' enteriu'' into this arransjcin. nt with P ew Inch till" company ai-c- to. as inscrilieii in t) lese niUIUtes, and which 1 have sumniavi/.cii \t'ry iiiietly At the same uieetiiii;' it apjieai's, A. M. Suthorlaiid > resii^nat ion it' liiirctur was accepicd and I'ew ap]iointed a ili- rcctor in his place, and made vice-president and mauauin^- dirctor of the iMUipany The miiuitcs are signed hy 1 )r. Schiilt/ as president, and I'avid icnip as sccretar\- ot' th coiiipan\ 'I'll y went farther. They passed a resolution not only that th >it ion o i'V eW lie aci •pt. hui u^o tliat " tile ]>vesident and secivtai-y ix' in- piopi h striicted to issue of that date, to I'^w as trustee. 7.''IM> "• paid and unassess- siiares I >f til, -tock lit the company ' that li.'in^- tlii due ,if the- Ul sul'scriiied shares and the w hule capital --haris. except :^..'iOtt suiiscrllied and callei onu'inal s|;:ires ur stoc a^ a paitiai tuitilmcni of tlie arrant:' 'luent made Willi I'ew. lor tiie coii-«tnk'tioii aui.l eouiiinieiit of the M, and South Western t'oioni/ation l\ailwa\ The next mertiiiu;- of' the I joaiM ilUictors wa.- o in W iiinip tne l^tii .liily. l^^l. ami there were pivvnt 1 >r. Sdiult/. J. H. Ash-lown, \V. N Kennedy, K. L. Mcliregor, \V \[. How n and David Keui) a^ a uirector. Tl 1. also secreturv as wi 10 niuuitev of the lioi'i-dmeetiiiu at W all! 11 1 on the oth JuiV were read and approved. • It w a> moved hv \V N. Keunedv.and seconded A >liiiowii aiul resi,il\ ed — that all the act-s 'Uiiio at the sal I ^■ eetni; r.i at Wt'Ilaml, Oiitnrio, as rccurdcil in tin- iniimtfs, ho lion-lty latiricil iiiid <'((ii- tinaud ; ami all the resDJutioiiH iia-ntK.iifil in saiil iniiiiitcM as |iu-,>,ci| at said mcotiii;,' arc licn-li}' paNscd and if-fniicttd as tlu' n'soluliiHiM nf tiiis nicct- Tlic |ini|i(isitiuii lit' Mr. Iv A ( '. I'l-w to the fi)tii|paiiy tn Imild tlir mad. read as follows — (tlicu follows inscrilird in t'idl in tlir niiniilis (lie |>r(i|)o.si- tion of Pew to tilt' lioard of diicftors n.t the Imurd iiift.'tiiij; at W'cllaiid on the otli July, ISM, and in likr maMmr inscribfil in lIh- niiimtis, tin- ifply anil ac(M'|)tanci' of I'cw s |»ro|io.sition liy tln' foni|ian\, uitb sonic sli^jlit modification, and Pow's assciit thereto. fScc cxliiliit A set out in tlu' plain- tifls' hill of coiu|iluint, and also liouid minutes of nicctin;; of iStli .lul}, IS.SI.) Several niectin;^s of tlic hoard of directors were held hetwccn the IStli of .Inly, and the '1M\ of Auj^nist. On the 21th Auijfust a re;,ailar and duly convenod Ixmrd nieetinj^' of the dircctois was held, ;ind it was amon;;st other thin;i;s,nioved,sc(!on(h'dand resolved "that tlicjircsidriit 'l)r. Scliidtziandthe secretary he authorized to si<^ni and seal series A of the honds (jf the com- pany anil deliver tlicni to Mr. Pew." At nie(!tin;,'s of tlic hoard of director> held ahoiii the month of Octohcr, and the for<;|)art of Novendtcr, ISSI, from the minutes of the |iroeeedini;s as recorded in the minuti' hook, J ;,father that tlu; New ^'orl\ capitalists with the full con.sent antl approbation of the company, had transferred theii- con- trai;t with the con>pan3',\vith all its in( idents and accidents, ami everythin;^' pertainirir thereto, to a coi-|)oration called " The ()ren(,n ami Transcontin- tal company," with which the railway company, after di.scu.ssion and ctm- sideration, tonnulateil a contract emhracing the particulais and stii)idations to }>e ohscrved and p.erforniod hy the railway company and New York capi- talists resp(!(rtivcly, contained in the propositionof .Mr. Pew and accepted hy the railway' company — (see c.xhibit Aj — hy which the railway company a^jfain in the strongest manner |»ossihle, ratified and cotitirmed all the pro- ceedines at the Wi'lland meetiiiy,' on thw otli .lulv, and consummated tlie whole by the contract with the Ore<,'oii company v.itli which the railway company dealt, and took in substitution for the New Vol): ca]iitalists, and with which the railway company al)out the middle of October, IHSl, exe- cuted under their cor] lorate .seal by I )r. Schult/ as president, and( shares of the " paid amlnon-asssessahle"stock, aiidileliveredtn'cr its !5(),24( ),()()() of bonds; and theOregon ami Transcontinental company hasalready paid away well nigh 8l,()()(),()()(), i upwards of 8H.')0,( )()()} in works of con- struction, ties, st(Md rails and ])lant, ami has already completeil. now, upwards of 3o miles of lailway, and is prosecuting the work of construction with all practicable vigor and desj)atch. We have before us a contract which ap]ieais to have Ijcen enteied into in u'ood faith on both sides, and to have been repeatedlv ratified and con- firmed and inces.santly acipjiesced in on the jiart of the railway company by its directors, after mature and deliberate con-;ideration, and at the general annual meeting on the first of Keby, hSSi, distinctly ratified by the whol" body of .shareholders without a dissenting vote. It is not even suggested that there wa.s or is any fraud, -ac- tion. Neither is it suggesti-d that the wtirk of construction is not being Well and properly done and with reasonable exi)editioii. or that any stipula- 94 Ution iiia.lf l.vtli.'Nfvv Vork (-apitaliNts or tho (>iv() of iirisuli^rrilied stock is void ; and, I suppose, the niortifaj^e honds, although actually delivered, are void. Mih;h time was spent hy counsel for the defendants in the arjifunicnt, to show that as a rule, an act done hy a railway <'oiiipaiiy which is ultra o'WRfi is void, and can not he cured oi' made le;^'al hy any amount of ratifica- tion, contirmation and acMiuiesence of even every shareholder; ami nutniu'- ous cases were cite(l in support of this plain and manifest pi'onosition ot l,j,vv — as liU'hu' V. Till' iliri'itiivs I'f tin' Aslihuri/ lijl. cinriiyfr iiinl irnii Co., {limiteil),L H. 7. H. L (;.').*{; Hli'lnnonil'srasc and Pu'iutivx vhhc, 4 Kay v. Jojuison, :l()") ; ('i)lriiiiiii r. I'Jiisfi'vii (■ouiifii'x H;/. Co., 10 Beav. 1; hnnferii Ali(/iirii,ii Ri/'s Co. I'. I ; Soloiiloiis r. Lahi.ij.-l Heav. .'}.'{!>; Hiuislm n- v. Kiistirii Uii'ion Hy. Co., 7 Ha. 114; Slircvuhiii'H, i(r., Hy. Co.'r. Lomhni (('• Nui'th-WiHlfn, , Kx. .'i.') ; Nnfioiiiir Mouiiei' Co. v. Douolil, 2S L. J. E.\. IMo; Knsffin Coiuil'if)^ JO/. I', fliivir.^, 5 H. L. ('. 3+S ; Ho>itock v. iVorfli Hlatfoi'il- shirii Ry. Co., 4 Kl. \: HI. 7!>N ; .UrGnyor r. Diuil oration ; and no amount of ratification, confirmation or ac([uiescenco of the directors, or even I'very shaieholder, in the act or pro- cedure, can make it 'mti'o rircv \ as to all the world, the com{)aiiy, direct- ors, shoi-eholders and every other person, it is an act or procedure without any legal support ; it is a naked illegality. It is contrary to ])ul)lic policy simply bucause it is not authoi-ized by the will of the legislature as expressed in the Act ciX'ating the corporatioji. It may not be Dudivm prohihituni, or malum, in)*v\'\t is nevertheless without legal basis and is utterly voi(b<6 nti^io et ad fine ni, A good deal of confusion seems to have existecl in the minds of coun.sel for th(} defendants, in respect of the proper "lul the approiiriate application of the term ulti'ii vircK. An act is proper., said to be ultrd vires only when it is not within the .scope of the powers of the corporation to perform it under any ci ri-uLmxtanccs or for miy parpo.sc. An act done by a, corpor- ation with reference to the rights of certain ])arti(vs, when the corporation is not authorized to perform it without their (Consent ; or with reference to some specific puipose when it is not authoiized to perfoM'). it for that pur- pose, although fully v(rithin the s(u)])e of the general powers of the corpor- ation, with the consent of the parties intei'ested oi- for some other purpose, nn tran«- is lint, nroporly sptsakinjj, iilfnt .res. The act in tlic Hist ciwo siinpitstMl in i(t'iicrally, if not always, void in totD.imd the corporation may avail itsolt'ot" tfit^ ploa. Milt ill till! sccoiiil casi" supposiMJ, "tliti riLflit of thn corporation to avail itself of the plea will ilcpcnd on tlm cin'umHtaiiccs of tlic ea.so. When tlic act iiKpicstion i,s one wliicli the corporation is not autliorizcd to perform under any circmnstanceH, the defense is availaldc to the corporation aj^ainst all persons, hccause thoy are bound to know from the law of its oxistcnco, that it has no power to perform the act" ; hut when the act itself is anthor- izeil to 1).' done in a particular way or uiamu'r, or on some procedt;nt a(;t or c<)nditioiiM, or for some pur|)ose, hut not for others, the defence may or may not be available, ilependiiiif upon whether or not the party dealin«^ with the corporation is awan; of the iiitrnf'iou of the; corporation, to perform the act in a manner ditlercnt from that prescril»ed by the Act of incorporation, or ill disrei^Mird of the precedent conditions or tin; purposes for which it should be [jerformed, or of circumstances not jiistifyin;/ its |»erformance. And the test, as between stran;,'eis having no knowledif«/-.s of the corporation. The body of shareholders is not the I'orporation. Now it is manifest that any body of men — as the shareholders in a com])any — may, in the name of the corporation, in a collective body, do any act that is Intni oirei* of the cor|)oration. In so far as they themselves are concerned the manner of doing it may appear to be important or other- wise to themselves. The manner of doing it, as between themselves, with which third parties have nothing to do, is merely directory and may be pursued or not, as they think advi.sable. Moihi><. It wo\dd seem, on clo.sely examining this arrangement with Pew and this agreement with the O. ^(r T. C. Co., that the sub-section in question was not intended to be, nor would it or could it be, ap}»licable to them or either of them The sub-section of the Act in question was in no sense intended as a protection to the ])id)lic ; it was intended as a dii-ection t* protect the con- stituent proprietors in tlie railway company, who alone, as it seems to me, could take exception to the agreement and contract I have mentioned, and who, if they desired to do so, nuist havK been prompt, and not permit strangers and innocent parties, dealing in good faith with de facts dinictors, to assume that the railway company had j)ower to deal with tlu.'m as it did, and acting on that assumption, to expend large sums of money and incur heavy lial)ilities ; otherwise, their acquiescence alone would operate as an estoppel to any ol)iectit)n as to irregularly or in- foimality, Ity way of commission or omission, in the making of the arrange- ment at Welland or entei'ing into the agi'eement at Winnipeg. Moreover there was the most urgent leason foi- expedition. Two years and two mc nths had elapsed since the passing of the Special Act; the trifling sums paid in on .shaies had been all exhausted ; every effort had been made to float the l)onds at any sacriflce, in . ain ; no one ever, even conjectured that the ven- ture was, as a propel ty, of any value ; the company was SlO.OOO and up- wards in debt, with not a dollar in the treasuiy, and no as,sets whence money coidd b<* derived or expected : in short the existence of the company, as I have already said, was on the verge of acollap.se— the projtosition by the New York ea])italists, on viewing tlie whole situation, was, in my opinion, better than could have oeeti got from any othei' source, and better than they woidd have oA'cinmI, had they not been interested in other lines of railway with wbich tite railway of this conq)any might foi'm a connection. They sa'd — " V'^ will take thi> railway enterprise oft'yonr hands with all its debts, " but we must conh-ol its fi-anehise and be masters of the situation, and of " the propert}' which shall be made and pi'oduced by our money in con- " strncting and e(|uipping the railwiiy. W'e must have the 7,-')()() unsub- '• scribed shares ot the capital stock, and the 2,.')()0 shares of the subscril)e(l " sttick on which it is alKsgt'il 10 p-r cent, has l)een paid, and we will pay ''you back this 10 per c(;nt. in cash and in addition we will give you back, " in '(uantity, l-") of thiN stock in paid up and non-asse.ssal)le stock of the •' class of the 7,") '0 shares of stock, so marked, which you are to transfer to " us. W<^ must have your flrst mortgage bonds, not that they are worth •'any thnig nonj, hut they may be worth aomothing after we shall have built .17 '' and equipped the railway ; and at all events the bonds in our hands will " enable u.s to protect the prr.pei-ty we shall have created with our money I' from interference by other parties' into whose hands otherwise the bonds " may fall. We, in fact, buy you out— true, you have nothing to sell, except " your franchise, which we are afraid is worth nothing — nevertheless, we '' buy you out, and give you $2."),()()() in cash foi- your stock and 2,000 shares " marked paid and unassossal)le stock back for nothing, and assume your "$00,000 and upwards of debts of the railway company." I repeat, the matter was urgent, as under section 2S, sub-section 0, of General Railway Act an(l .section 2G of the Special Act, the company, in addition to all its other difficulties, was on the eve, by failure to go on with the construction of the railway, and by lapse of time, of forfeiting its charter. In reviewing the whole hist(jiy of the company, I think the arrangement made at Welland, on the Gth duly, 1 SSI , and the subsequent cimtract with the <). fcT.C.Co, at Winnipeg, on the 14th of Octol)er following were, in its then and prospective state, wise and provident; and I am not at all surprised, when the facts were fully explained to and understood by .several sub.sequent meetings of the board of the directors ; they accjuiesced in, ratified and confirmed all that had been done ; an(' ordered that the whole arrangement should, in good faith, be carried out, and that the contract with the O. & T. Co., should be executed by the i-ailwav com]iany under its corporate seal, — all which wa«i done. The bonds were delivered ; the stock was trans- ferr(Ml ; the $2'), 000, 10 per cent, on the 2,500 shares of subscribed stock was paid, and four-fifths in (piantity thereof of the class of paid and non-a.s- sessable stock, was df^livered and accepted by the viriotis subscribers or holders of the 2,.'>00 shares of subscribed stock on which 10 per cent. ha. D. J. .t S. 47) ; Wmid to the other l)arty, and the con- sideration has bo'eii fully executed ; and the other party has gone on. with all [tossible speed in the execution of the contract on its part ; and it is manifest that the vocation' of this contrai-t, in its present condition, would l)e most disastrous to the wholt' railway enterprise, in which the pub\ic, at aside from privat" individunis, has a deep interest — would be the dis invj riiption of the very existence of the railway company, and would be most A\ 38 ruinous to the Oregon and Transcontinental Company ami to the capitalists who support that company. Tin; transaction is in no sense uUra vires; it is eminently intra vires. I refer to sections 2 and lo of the Si)ecial Act, and to sections 7, 8uV)-sec- tions 1 to -li) inclusive, under the j^'eiicral head of " Powers," and to section 20, sub-section 1 2, of tlie General Railway Act, 1870. Of the Special Act, section 2, and of the General Railway Act, section 7 sub-sections 1 to 20, give the most ample powers of construction ; and section 1") of the Special Act gives power and authority to issue bonds and to apply them or their proceeds In construction and ei[tiipm<'nt of the railway ; and section 20, sub- section 12 of the GeiuMal Railway Act gives the most illimitable power so to ai)ply the unsubsciihed shares in the words following: " The dirrcfor,^ )iu(i/ sell, either by public auction or private sale and in such manner and on such terms as to them ma// seem meet, awf shares so declared to be for- feited, and also any shares remaininix unsubscribed for in the capital stoc/c of the company, or pledfce such forfeited or unsubscribed shares for the payment of loans or advances made or to be made therenn, or of any sums of money borrowed or advanced by or to the company. The director.s ar- em[)Owered to disi)ose of theforfeited and unsubscribed shares in such manner anil on .«uch terms as to them might seem meet for the pur))ose ot accom])lishing the ol)iects ot the incorporation— the construc- tion and equipment of the railway authorized to be built by the Special and General Acts ; and for that ])uri)ose the stock has in due lorin of law, been translerred on the books of the company, "paid and unassessable," and de- livered and acce))ted. and bonds have in like manner been issued in due foi-ni of law, and delivered and accepted. The very pui'|) jse, object and in- tent in doing this was and is the carrying out and aecompLshment of the chief end of tlie Act of incorporation. There cannot be a shadow of doubt that the Acts were within the scope of the cor])oiate powers of the company. in construiuiT this clause it is to be observed that it contains the con- 111" cessicmof two di.stinct classesof powers — one to sell the shares by public auc- tion or pnvate .sale in such manner and en such /'Tm.s o.s> to thevi may seem meet, (as constructing the railway or for any other purpose within the cor- porate nowers of the comjjany.) The manner of .sale and the terms of sale are lef<, discretionary with the company, provided they be within the scojie of obj ;ots contemplated by the Act of incorporation. The others are not so apparent as being within the scope of the powei's of the company, anut of the li.st of the party defendants; and this will leave Dr.Schultz and his party but 1173 shares, a minority of the 2,500 shares on which 10 per cent, had been paid, and on which, as he and his co-defendants contend, there oidy, could have been voi.ng at the aiunial meeting; if the 500 shares of Adams were added to the 2,500,it would leave him and his party in a minority of 1173 to 1827; 41 if the .")()() .sliaivs ot Adams i.c ^iil,iM_r,.,,,.,l intlu' ].lii(;i" of tin' .')()() sli.ucs allotted, jiiid displace tht'iii, we would have to diiniidsh lI7o l.\- I-."), whitdi eave tin' deleinhiiils in a iiiiiioiilv of !>:!N to l,.')H: Wlietlier ore am s .) 01) shares he I'NillKlcil ol' ll|ehl< 'ii. Ill an\' inaiiiier, p lit won III tlhM-el the matter as yoii may, the defeiidanls and l without takiiiLC into consideratiori an 1 eoiml tin ' laet that here was nl>t len- naitN were in a llllnol•lt^• trausfia-red haek lo the hohh-rs ol'tle^ i', .')()() oiML^-iually suhscrilied and H) <|uantit\' tlierodt. ai e-, o ■r cell! . paid thereon. r stock wiiich had Ikm'ii Mil foiii-tirths of the l)Ut the New N'.'ik capitalists knew that the oiiK cHictiial security tlie\' coiild ha\-e lor tl leir nioin y w a • the jieriecl aiM (■III III' control o tl le franchise, and tlmy stiimlated that the orii;-inal .stuck, the :!,.')()() shares sid scrilied, witli |n |ier cent. |.;iiii thereon dioiild lie transferrcil toll lem ; ami fis these shares were in t he liamU of |iri\ate per-oii- o\ er wlioni the coiiiiianN' ini|ii)rtant K'tlv stated that the i', .')()() suhscrilied ^ori'dnal stock' were all imt oOS .sliares ni the ham I' ■\v lor t III New \' ork ( apUalists, inchidi 111 tli<' 1 1), had resigned hefore the liling of this liill lin(! of meaninu', and weve i of Dr. Schult/ and 1 The whole tenor of exhiliit A is in the same t not that not anvthiiie- s 'enis in tin' estim;itioii 1 h lis co-deteiidauts to work an ditoppel to Jmn and his( deleiidaiits, the au'i'eement signed li\- him under the seal of company, oxh bit B woidd seem to lie conclusive of the whole controversv ; in the last clause of which are tlii'se words "and wdll accept iVoui any ol' the suli- " scrihers or holders of the .-<:^."iO,0(l() stnck upon which the ten per cent has " heiMi paid, such anMiint tho'eof as they may desir*' or be willing to tiaiis- " fer to the said ()regon ciim]iany, a,nd will assign and transl'er to the said siiarelioldei's so tr;uisierrin ig tl le sail 1 stoi.'k, rcHpeccix' le said companv an ei|ual amount and lastly are le same '"of paid up and iinissessahle stock of t the. allegations in the bill of coin|iIaint .Mid the atlida.it verifying tl and the cross e.\amiuation and direct e.xaminal imi liei'ore the master mi the allidavit of V( rilicalion. and the Ivxhilnts, as the minute liook. the stock hook id as to the as to the class ot stock ai and the traiisrer book, all in accord «|nautity to be given each shareholder, besides the full amount paid on tiic stock ou each tran.sferriii'.'' his sti It is so ahsnid >lll)tiose that the New York ca])italists would pay the full amount ])aid on the stock fir oiu tifth of the stock. Ii\- takiic'' a traiisi cr ol the whole slock and immediab.^lv transferring hack f mr-Hl'ths of it, or that the holders would ask or expect it, that I have not patience to diseuss such an irrationaJ piMpositioii. But th- • jnestioii is coiicludeil bv evidence on the jiart of the plaintiffs, to which neither Pew, who must know all about it. besides Dr. Schultz, r.own, K'Mi- nedy, Murdoch and .Mcdregor. have not, imr have any of them even \-en- tiireii a denial. 42 The Nt'w York capitalists paid in cash to the lioitlcrs of this stock i?2.'),- (KH), and took a tianslei- of th(.' stock. They did more, thoy «,'ave hack to each sliareliolder four-fifths in (piaiitity of the class of tlie 7,')00 shares ol unsuhscrilied stock i)reviously sold and transferred to them \)y the company, marked — paid cand unassessahle — 2,000 shares in all I Now these defendants, with Dr. Schalt: as their ('liii'f wlio have not one cent of ))ecnniary interest in the railway enterprise and ventnre, not one cent of j)ecnniary interest in tlie stock or i)roperty of the company, by reason of holdini,' stock which was given them for nothin other hand the individual plaintiffs, as a |)arty opposed to the party of the defendants, held oi controlled S,.")l 9 shares ; and that they had the I'ight, at the annual meeting, according to law, individually, to cast their votes, one way oi' the other-, on all questions before the meeting. Aftei' rai-efui examination and consitleration, 1 am dispo.sed to adopt the account given of the gener-al animal meeting of the shareholders for the election of dii-ectors and for otlier purposes, in paragraphs, 1.3, i 4, 15, 1(5. and 17. of rho bill of complaint. Its accui-acy has irot been controvei-ted by affidavits hied on behalf of the defendairts, or shaken by cr-o.ss-examirration of Genei-al Hammond ; nor-, as 1 undei'stand, was its substantial correctness and truthfulness denied l^y counsel for defendants, on the ai'^ument. By pai-agraidi 18 of the bill of complaint, it appeai-s Mi-. Wood resigned his position of dinntor of the company on the (ith February, befoi-e this bill w,at filed, and the i)laintiff, James R. Suthei-land, was "chosen in his place. I find tliat ,/(-//// //. Jfammoiid, fl"i/h Snfheiiand, .lomv^ H. Ash- chivn, G('orr((> Brynni, Rohrrt K. O'Jh-ien^ rh V. Mmd, Geor(jr M. Cummiiit/, William F. Cloinf/), and h'dtnn ml M. HW/, (for whom James R. Sutherland on his resigning was, on (ith February, by a vote of the di- rectors substituted,) were at the general annual meeting of the shai-eholders held at the compair\'''s office in Winni]»eg, on the 1st of February, 1882, +3 duly and lawfully by a umjuiity of the vuten of the ahareholdei-s theu and there given, elected and eliosen directors of the company tor the year then noxt ensuinj^ , ami I declare them to bo such directors ; and I find that Giuyr(/eIf.A(lnm.s,Arte)n(is \V. Ifolnu:^, ThomnH F. Oakcs, and Anfhoni/ J. Thomafi, are, respectively, sharoh(jld<(rs in the c;apital stock of the company, and as such have a joint interest witii the company and its direiitors in maintaining this suit ; and that both the directors and the shareholders, along with the couipany ma//, not mnftt, be parties to a suit of this kind, af least, i a so f(ir lis II, i)i()t'u)ii()f fills kind iscoHcrriied. If at the hearing of the cause it is thought by the Uouit advisable, the names of George H. Adams, A.rtemas H. liohnes, Thomas F. Oakes, and Anthony J. Thomas, may be struck out. On this motion I .see no necessity for it. But it is objected that the election of directors is void, because Asl ' 'wn and Hannnond aloni; with Mr. KiirLrs, acted as scrutineers of votes ca^i for directors of the company, while at the same time Ashdown and Hannnond were ))Ut in nomination and were voted for, for directors; and th<' case of Dicksiui vs. AfcMiirrai/, 2S, Clr. H'S'i is cited in support of the jn'oposition. I know not the precise provisions as to voting in the charter-patent in .Dickso)i V. McMiirrm/, l)ut 1 assume them to have been the same as they are in mo.st joint stock companies. In the case before me, the provision for the shai'eholders votinrr at <'eneral meetini^s for uirectors and on all other (juestions brought before them, as well relating to t)rganization as ntherwise, is as follows : The number of voles to which each shareholder sh mid be entitled, on " every occasion when the votes of the members are to be ^iven, shall be in " the proportion of the number of shares held by him, unless otherivise pro- " vided by the Special Act ^ ''All shareholders^ lohether resident in Canada or else"-here, may vote ■' by proxy, if they see fit ; provided that such parly produce from his con- " slitaent an appointment in writing or to the effect following, that is to ''say : I, of one of the shareholders of " the do hereby appoint of " to be my proxy, and in my a!>sence to vote or give my assent to any bu^i- " ness matter or other thing relating to the said undertaking, that miy he men- '• tioned or proposed at any meeting of the shareholders of the said company, " or any of them, in such manner as he, the said thintcs proper. " In loitnes-i lohereof I have her'tinto set my hand and seal the ''day of ,etc:' " The votes by proxy shall be ..s v (fid as if tlie principals h'd voted " in person; and everything proposed or considered in uny public meeting '' of the shireholders, shill be determined by the mijority of votes und " proxies then present und given, '(nd I'fl decisions mrl uus (f any such " majority sh ill bind the comp iny, and be deemed the decisions and ods of 'the compiny.^' — Sec. IS, sub-sec. 0, 7 df S,Riilwny Act. yiow assuming that the corporation incpiestion in Dicks >n >' McMn miy hi I a ly such provisioiis in its patent charter, as I prvsum • it hi 1, when th.' eiTjui'Diis eiectio.i orchilnuau, at the very inept iou of the lUL'eting, and a'ls » th ' err.)m!')as (di'ctiou cjf sn-ubinoers, an 1 thj decision of the surutiin'crs as t) the rig^ib t>) vot.i oil sto.-lc allig'd t > i)e hehl in trust an I other matters, arj considered, 1 a:n not at all sin-prised at th^ decisi.)ii at w'.iich the learned V^ice-Chaui'.ellor arrived ; it was fully warranted by the premiers ; but I can- not concur in his ratio decedendi. ^4 » f III oviTN' mci'tiii'4' of sliMicliiililfrs, t'vcry sliHrclioldi'i' has u rii,'lit. t(» IjL' pri's 'lit ti> tlif I'.xcliisidii 111 all otliiT |ii'rs()ii,s I'lvi-ry sliai'didMrr is cli;;- il)lt' in any [lositinii oi Dllicf In wliii'li lie may In' . Irctcd in any .•iicli iin'ut- ihl;' if (liilv (jiialilii'ij accDnliiiL^ ti: law -im inatlir what tiMnpnrary pusitiori or Dllict! 111! may lill or \v>\<\ in Llic iiiiMliii.;, a-s cli.iirmaii, st'cr.^tary, si'iiitiin'iT \'c'. 'This is a /•/'(//// sci-m-cd to Inm li\ (lir statute and cannot tak en li-iiiii Inm \>\ I ln' arhi ti'ar\' 'I'lrlniii ot'aiiy judLT'' or CmUII Till' word 'scTiitni 'ir is not, a li'Ljal term. It is ot compai itivcly rt'ccnt iiitrodiKttion as a|>|ilicalili' to tin- ins|)"''toi's or i-xamiiiris in- coinitcrs of vod's at iiRH!tin:j;s. Sui-li I'linctionarli's a,ri' ^•l'nl■^ally a|>(iiiinliM| when tlir votin:^' is l)v Icillot. In o|M'n. I'lri) rorcs votin^f iVom a settled and I'rrtilicd list of" the \ oLoi's as wa-; lone in this casij, sunitinciTs arc snpcrnunii'i-ary. In the present cast 'they arc unknown to the law; and ihcy in no mannri-intorriitMl witli'ir inlcrvciii'd in I In- ejection, and tlieir iliities wei'i pei'l'uiiel ory. As was explained and n.>i denied on ai''jnmeiit, the xntinn' was open, and uni- form for the same persiius fii' ilireetoi's to the extent ol' iSo I it shares -the x'oters' nani'vs and nimiher of shares heinj,- called iVom a stock list duly certilied hy the secrciaiy oi' the cumpany : and nol, in a sulitary inslanee hail the chairman and secietarv of the meet iii'^' oc-a^ ion to call in reijiiisi- ti(.)n the judu'ciiieut of the scrutineers -no dispute or (pjcstion a,i'isinn' : and it was not e\en su^'ecsted on the are'uiiicnt that there was any error or niistakeor tVaud or undue iniluenee nii'de use of or exercised in or aliout the election. If any su(di matter wci',' charp'd, as was in J)ii'/,-^i)i> r McM n rra 1/ then the fact that the scrutineers, iiieulpaled in this improper action nouunees ani I candidates for idection tor directors, and would Wel'c aliei'ted ni theii' election, as tln^ir decisions as scrutin-'crs were one way or tiie othei'. would he an imponaut elemen t and tactoi' in con^idrriii;'' the Lias or im- paitiality of their decisions. I'.ut no case is sui^f^ested fur the liitrodiu'tion of this element of factor. I tinl no autjioi'iiy .~>up]iortinL;' the yilio iiiiia,n\'. f olluW 1 1 , t! nnu III 1 Ills ( ase th. exee|)tioii taken is im \ alid olijcct i^n to thii (dec; ion ol'tlie directors. .More- over, and as a tinaJ and e.oiiciusi\c ;in-.wer to this olijeetioii, l)(d'ire tin- meet- iuy of shai'cliold'i's iu'ok.- up, tin' miiiuti's ot' the entire acts and pi'oe(;edine's of the meeting, inchidini;' the election of dircctoi's -their names heini;" u'iven -was iiisi'rilied in the minute hook of the company ; and every one of the shareholders holdin^c (if'<'ti\e|y s.") | !l shares, in hi ^ own pi'on'r hand writini^ siilpseiilied and atlesle 1 lo their ;icciirae\- : and lliis r''coid \s as proihieeil to and shown to the conn 011 tlie ar^iimetii. I, theii'lorc. ,1111 of opinion th;ii le claim of the plaintin'-direetors to Ik.' the duly clecteil a lid I eg, 1 1 diiectois of tile company. In cli'arly made out. and that the I'l/I' ni'iill til,' plaintilfs to maintain this suit Is i).-'inui facii', estah- iislieci lieyoiid all ijUesi ion th" declaration aleiie of the chairman of the annual luei'ting of shareli.,(ders of 1 he election of directors of the c iiipany heing />/•/ ///'' /"CMcviileiier of t he \- ilidity ot' such eirction : Wa.i Ixn-nrlh iiihl'j'i'/nr;/ (nl^^/'/.-hl ,i;,.l (\,hr (',,, r W,':,//,/ -J.", L, '['. 4()4. | ,S W f ., JliS. I have now to consider wiietliei' a''cording to law the ])laintiiis have, in e\ideiice. mi |c .iicli a cas" against the defendants, as entitles the' plaiiititis to till' extraordiniry iiit 'rpositioii of iliis court, le,- way of int 'rlocutorx' in- /pilictioii. until the hearing of the cause. It will lie home in mind that J>r. .'•■ii'lt iifi :_ along with lln'n. Kfnnclii, Murdoch, li. L. Mc(hi'i'"'J. ;iU(l all tliis hi'iiin' of the class of pai.l and lum-asscssahlc stock, and not one sin^^Hc sliar Lcin.^f of the class of 1, called " oi-jijfinal tl Hi '2,'}{)() shares, on which t-ci 1 ))"l' c •nt. lO OCi'll |»,l|( .stofik," while there was oiit.standin- against Minn, as Miey well knew s:.l!» shares (,t stock -as the hill <•!, ir^y. and ;i , th- fict app^-'ifs in (•vid.-n.c" fi-andnlently and unlawt'iilh- shar('holdi-i's holding;' S,.')II) shir.'s ot thi! election of directors of the c tni' its alt'airs. at its <;'eneral amiiial 1st Fehrnary, ISS2 ; ani <'"ns|iir.'d and sch 'hi ■ I together to deprive th ^^•>''i< in t he c (lap-inv, ot any voice in >i i\' or in ill'- control or in i;ia '•ement. of and ett'ects of tl seal, hooks and rc(%)rd'- of th (■oi nc'tin r '>f •.h;irdiol|"r.-;, t) li' hoMeii on the in I h" hill, to take tic |iro|terty le rorjioratc th as It is c;i ir_f H! coinniny into iliefi- ,,\vn linnds. tosei/C:- niion tl nninv. fir tl le imrjiose of hreaiviiiL,' II]) til npaiiy aiLt jircveiit in-' tli • c mstiMction of its railway, or of coni|Mdlin th" miioritv of th' sharehold to I 1 I V . . If tl niarv alvanta. to them- el\-, cliance to! tl lein if their niim I'll' o]i|i i^ition at lari^e |)i'C!n- 'rii y apparently saw tJiere was littlo i.'r> \Vi-i%' oiil V Si\'iii iIdcIi, li. L. Mcfrrri/nr and /'r.i\ Til 'ref nv t: //:, H '•I'll , i\ I'll iidi ij /'/, .!/■ ///■ in till,' way of physical force, and ) j'l \'' p. it 'iicy to their scnein. veiuwc \^y the |)ivsent,ation of a pliirality )f nninhers, and elfect, if rcpiiivd, l.v viol-iiee what thev could not do 1 votin;^ on tlcir shares, tlie\-, or IV p:Ior to the annual ,;j;eiieral Mi'etiii::' on the 1st l"'el 11" or more of them, oiilv a ih^' or tw- riiar\', ISS2, transferred rs [lersons — soiic of whom were stnv^ci's small ipiatitities ol stock to divi .iiid imn-residcnts, and w^'w apparently liroiin'ht here in fiirth scheme and for no other purpose ; so rh;it DiC'^-lnilh was en ilil the f iljowin^^ list of siiaroholders, at the ammal meeti-rr. all ,,f whom' I 1 lerance oi tni th t I present ll'\'e Wt'l'i th;in hi iii'<('if, li present — I !l in all. I i)n-ith)rs. \ iisi. the term ccttor term to express my meaniiiL;- not oceiiri iii^- to mu — not in an odions sense. \y. J. MoOiv-or Tliomas J. Scohl SIIAltKS. ;) Klliott S. M nlvev J-: I-. <). Aimsd', ine' M cliCiHian .1. [!. I 'uriis OOlllllSOII .V. <;. 1) D.H. M.M ellne^on . iillan d. II. Lcisliman K. (.'ai'twri^ht . J. Stewart 40 41) 40 171 makin'4 thirte jii williii'f and snli-i'r\ lent instrmueni-,, hold niLf in al shai'.'s, i; the hands of" the ii'!il (/rt'cinln ii/s in this suit, ti ) co-operate witli 171 th them at the ifeneral annual iiU'ciin-- ot th ^ shareholders in ovei'(;omin^- S.')l!» I 40 Nliares or vutt'H, witli 1 17*< shaivs ur votes ! If all this iiifiint iiotliinj,' l>ut a tail- ami onli.'ily iiii'L'tiii^' it is [lassin^' straii;,'t.'. 'Palo'ii iiiroiiin'ctioii with thi' arifumciit of (rouiisci ln^forf the court as to vaiilaintills hill and vcrilieil hy sworn evidence, I think it m^ant all tluit is cliar^ed in the hill of ( i|.laint. I j;o farther; f think that Dr. Si'hnlf: and his party attei\ded the i^ene.al annual meeting,' of the shareholders convened on the ist b'eh,, 1S,S2, well know- iuj,' that they, on their own contention as to the stoctk /, con- trol the election of diicctors, and sidze upon and take possession of the com- pany's corporate seal, its hooks, papei's, documents, records and property, 'ind put now dirc(!tors, with Dr. Srlmll: at th(,'ir head, in the conliol and man- aifement of the whole undertaking! 15ut they met at that meeting,' thirty- two resolute shareliuldi'i's, hoi lini; collectiviil}' H')l[) shai'es of stock, d"ter- mined that the action of the mretiiiLC shouM he jntverm-il l»y the iwijarn'l/ of the votes of l!e' shareholders present in person or hy proxy, and yave unniistakahle evidence of this determination. After some minifestations of violemH' and disoi-derly conduct on the |iart of Dr. Sfhnll: and his party, they saw that \iolence, if oifcied, would l)(> repolliid by violenc;!!. They found that the party of the plainlitf-directors had not only tlu^ majority of shares — 851!) to 1 17:}— but also, very much to the disappointment and sur- prise of the .SV///(//; party, had the mijority of stockholders personally pre- sent — 32 to 10. 'f'M' SchiiJiz pai'ty probably thoui^dit tlie majority a;^'ainst them too great ; and that it wa! the better generalship t) retreat that dis- cretion was the l)etter part of valor — and they all in a boily withdrew from the meeting, at the instance of l)r. SckaUz to Dr. i^clnJtz'n private ollice; and there, on the same day, declared Dr. Sclntlfz, Bowii, Koiiu'ilij, Murdoch, AlcCn'l/or, MeLcminn, J'ew, McMUhiii and Siu>hle to be the (luly elected directors of tin; company f(jr the year onsuiui^f f>' >m the 1st of Fel)., l!>.S2 ; and the pret(Uid«.'d elected directors callei], and at which the me.etinLT was being held, and from which Dr. Schnlf: and his party had seceded, as I havi; men- tioned, carrying along with them in all, l-t>il shares or votes, or, if Pew's shares, of which he was the conduit |»i])e to Villard and his a.ssociates be deducted. llT^-i shares or xotes, thf plaintiff-directors wee regularly and duly elected, organized and f n'lnally put in pf)ssession of the property and effects, and management and control of the company, as has lieen already mentioned, and is described in die plahitiffs' bill of complaint. Nuw as we are toM a court of t.'([uity is conversant only with {'iirv orwnisi- ciiiiif. 'I'lio pKssihIc rtl'i'i't of acts ;iii(l course of |ii(icri|iirr iif iiii>' mail (III tin' n'|tii- tation of atiotlii r, t'onii iki oimuikI tnr thr iiitcircrt'iicc uf a coiirl ut" ('i|iiity, imli'ss siicli ai'ts aii''iiilit,iir(' alri'.ily |in>|»i'rly |»i'rtonii('i| III III I !•• i>y tli"iii aii'l i'iiiiiiii;j; tt tip' ln'ii'lil- nl'lln' railway ciiiii.auy, ami ♦or till' (• iiii|i!ctinii of till' cDii'^tnictli'ii nt" till' VKA'i. " I a:ii iiiil rU'-t -il t > rri|ii vsi ymi Id su niiii tlii< Irltrr to (lii- ( >ri';^r,,ii all I TiMiiM' Mitiiiciital i'oiii|iaiiy. with tlir ivi|iir,i n|' ilu- liiuiil I'lir an early r.'iilv tln'r.,'li» I am, .Sir, voiir oliriliciit srrv.'uit, I.. (). All,\lsrKoN(, SiTirtarv Tlicsi' t Wit ilni'iiiii"iils !iri' irrci'iTil In ill | lu I a'^'iM] ii I liO of I lie |ilaiiitiir>' liill a> l"]\liiliiis ( ' airl i ), an. I tli'ir iilii"ci auil iiiti'iil M't Inriii with at^cMir- Hi'V. Til'" iJDtli |iai'a;iM|>li iMiii'lmli-s as t'nilnws : ^ ihc (jct'i'inlfiiits I'urtlici' " '^'isi' Milt ail 1 Llir'at'ii f.ii u tli'V will wiMii^'tully sti/- ii|iliortl v- prior ti tile exiiiliitioii of this liill. li'iii'f instil' atr I lliel'i'to. liV I li' otlicr ilefeii. " ilants aforesaiil, jno'iiie I a h is in tin- |iniili(r |io,t otli ■ • at the sai'l eity of '■ \\'iiini|ie;. ov'r which hi' woiilil have com|i|i'tc eonl ml. ami to wliieli lie " woiilil jiave aeei'ss at his |i|eisnr" ; ami he iiistiiietnl the |PM',tnias|i'r in " eliar'j;e of sueh oIliiT or his ili'|iuties or eji'rk^, to p'ia''e in •,iieh lio\ all " eoi'r,s]ioni|eiiee ami other mail matter arri\ iiin' at micIi otlin; tor the said " railway company; ami th,' ileleinlants '^ive out ainl threaten that the\ '■ will for.'ihly sei/e npoii the ij;rneial olliee lillililillLj. aiiil upon the hooks. " papeis ami seal of tin- said railway coinpaviiy. ami will ih prive the lawfully " eoiistituteil directors ami otliei'is ot the said eoiiipany of i iie possession and " custody of til'' said Iniildinj4', hooks, papers and ih'! said seal.' Thi'se allei^'atious of fa,cts were not prelend" I to ln' ih'iiieil li\' atlidavit, or oil the ai'Ljumeiit, li\ eoiin-.i'l. I I tiil's' liiil. illl.sl, lie e ;ciisi'i| fiM li'an-iaiiiiii^ paragraph l! I ai.d '1'2 oj the plaii ~\ If til ' < )ri l;uii and rian-euiitiiieiital tuiiipaiiy he not liindeii'd in tlie pros.'i'iilioii iif tlie w irk ol' i-diistrnetin'^ the said line oi railwa\' in eiillslrnet loll thercdf, arcorianee with said ai'ranifeimnr and e aitraet for 1 1 and the liUsiiiess upcrations of f he aid iail'.\a\ eumpaiiv he not iiderrerred itii hy the deleiidants, in the manner threatened liy them as aforesaid, directors and ollici'i':-. u and the jilaintirts, wlm are tlir lawi'ully constitiiied of the said railway eompa.iy, lie not deprived of or 'ilp^tructcd in, the propi'i' condiicr of I hi' aifairs o*' siich corporjitioii, ilii- s.iid line n\' railway can and will lie consirmted and eoiii|)leted in lip' lime and manner pre- scrihud hy the Ai-ls nf l^arliameiit, and of the said otdi r in t'oniieil ; hut in ease any hindram-i's or ohstrnctioiis he interpo.>ed to the priisecnti ln'i-ii ^li'twn. |M'of'rs>iii„' to ilml with, uml |irot'fssiii;^' to have a ri;rlit to deal with, thf iiU'iiirs of tliMl coniiiaiiy to the exclusion of the lawfully constituted directors and otiicers of tlmt eoni|i(iny, is ipiite a ditferent matter fiom the /(«r(< of theniselves flectiliif themselves («|i a siiiiill fritilliHi i)f utitr/x- directors, and then or;^'ani/in;,', iij point in;,' one |>resident and tmother secretary, and another treiisureiv (hildren mii^ht euL'ane in the ■•^tiiiH' t'iirc<' for |tasl,ime; l.nt when these srlf-eunstituted directors and their itreteiided oMicers liy their iliifct ion. I>i';;in actively to assume the con- trol and nuina;,'enienl o|' the affairs of a j^rcat company — ;,^ive puhlic noti(M' disuMssin^' all ollicrrs and servants of the company send a dict(»rial letter to the lawfully constituted presidi nt ol' the lawful hoard of directors of the company, tli-mandinL; seiious clwu<;es in the policy and terms of construction of a ;j;reat line of railway order the cori'es|Miiid- dence and mail matter addressed to the conijiany to lu- put \>y the oJHcers of the |iost ottice in a draw* r or liox to which they alone had the outside key, and accesH— dispatch a pretended othcial conununication to the Farmer's Loan and Trust ( 'o. of New V(trl<, the trustee named in the honds, not to delivei' over the honds (which came to t le knowled;,',. of the ])laintitfs' after bill Hied, hut was admitted on the ar'ninu'iit) the threateninj' to seize the oimimon seal, office huildinifs, hooks, records, projterty and etiects of the company and take forcihle possession thereof, iVc, ice, — that ^' liich was a laughinj^ farce at the initiation has eventuated in a most serious tra^^cily. 'I'here has already lieen most serious injury to the property and civil rij^hts of the plaitititis, and greater iti the same direction ai'c threatened, and nuist, if the defendants he jteimitted to ^o on in their present course of coii- (hict, en.sue in the futuie, for which theiv is no adeipiate icmeily at law, and loudly dtjmand the interposition of the resfrainin;^ power of this court by injunction, 'I'he itijury alreatly done and threatened Ity a fruirmn