it was sought, as in this case, to pay a part ai the purchase price in stock of the purchas ing corporation. He conceded that questions of policy in the management of the corporation belonged to the directors under the law and admitted that if the corporation were in failing cir cumstances or if its business was unprofit able, a majority vote of the stockholders could authorize the corporation to go into liquidation. But he contended that it was a violation of the contract on which stock sub scriptions were secured to permit the board of trustees or even the majority of the stock holders to close out and dispose of all the assets and good will of a prosperous, divi dend-paying corporation which was conduct ing the business it had been formed to carry on. Vigorous opposition was made to this con tention, and it was urged that an act of the New Jersey Legislature passed in 1895 ex pressly authorized such consolidation as this one. But Anderson was able to show that such legislation could not impair the obliga tion of contracts previously entered into, for example the contract on which stock was subscribed in corporations chartered prior t'j 1895, and that this had been squarely held in Mills r. Central Railroad, supra. The defendant corporation had been char tered long prior to 180,5, and therefore the consolidation act of that year was inapplic able to the case at bar. The court thought that plaintiff's authorities were in point and Anderson secured his injunction. A Massachusetts case next came on for hearing; Anderson cited the authorities he had relied on at Elizabeth, and in addition the case of Middlesex Railroad v. Boston Railroad, 115 Mass. 347. When his first New York case came on for hearing Ander son cited People v. Ballard, 134 N. Y. 269. 32 N. E. 54; Copeland v. Citizens' Gas Light Company, 61 Barb. 60, and other New York decisions. The defendant corporation had
been in business for a long period of time, and Anderson easily demonstrated that the New York statute authorizing corporate consolidation enacted in 1896 was inapplic able, as the New Jersey statute on the same subject had recently been held in a suit to which Anderson had been a party. When his first Rhode Island case came on for hearing Anderson cited Boston Railroad v. New York Railroad, 13 R. I. 260. In every case the same conclusion was reached, and Anderson had the consolidation blocked by eleven injunctions, which kept eleven of the largest plants out of the trust. These plants were widely scattered, moreover, and without them the consolidated corporation would be sadly handicapped. Vhat should be done about it? A meet ing of the promoters was called to dec'de. "This man is clearly levying blackmail on us," said Mr. Dennison. "I, for one, am not willing to be held up," said Mr. McPherson. "Neither am I," said Mr. Walker. "Don't decide this too hastily," said Mr. Martin, a cold-blooded, far-seeing business man. "At large expense and infinite trouble we have worked out a financial plan involv ing a capitalization of two hundred millions. We have mastered all the obstacles save this one.' Don't let us permit our chagrin at the check this unknown man has given us to blind us to the importance of the interests at stake. Isn't it a better business proposition to surrender to this man a part of our pro fits rather than to lose all and lie out our ex penses? "I am in accord with Mr. Martin," said Mr. Bixby. "Let us see at what price we can buy this man's stock. What are his holdings worth?" Pencils were produced, and they finally appraised Anderson's stock all the way from twenty-five thousand1 to forty thousand dol lars. Mr. Martin and Mr. Davis were ap pointed a committee to wait on Anderson
