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About Morning Oregonian. (Portland, Or.) 1861-1937 | View Entire Issue (April 7, 1903)
3 Fifth and Washington Sts. Olds, Woytmati & King Fifth and Washington Sts. s$ Shoe Section (First Floor. Ofl styles new Shoes. Spring-C" f QS lasts: choice today 70 Here's What Yoxs Want to Know Afeoa t the Store You Want to Know About GLOVE COUNTER 1st Floor. Splendid 1L25 values In ladles' Kid Gloves (see 'em. Washington- Q9. street window); choice today.. ww. THE MOUSING OBEGONIA2?, TUESDAY, APRIL 7, 1903. Ji Pure Linen Handkerchiefs (First Floor Lace and Neckwear 6ec- tiOXLj With ?i-incn hem. a splendid value at Sde. but special today tC for 5 5 v 3$ II. i v S3 oar v si s H v r il St: 3$ ' I V 3 ss Ladies' Union Suits (Dndenrear Section First Floor.) In ecru or -white, cotton or lisle, neck high- or low. long sleeves or sleeve lessreal honest 0c and 15c Q ralues; today to close i... Lace Curtains 100 pairs ecru Lace Curtains, handsome af at art Noveaut patterns. 3 yards Ions by 60 Inches wide and a great value at J1.T5; special today 87r at w w Easte Shopping Easy In Portland's Great Homelike Store Tie Homelike Features &DT"SkS cesslve visit, and are making- patrons feel a keener Interest In It now than ever before. The many features Intended for the convenience and comfort of patrons serve to cement the close relations existing between the buying public and the many complete departments, the extent of which Is Its best recommendation to the shopper with limited time. The completeness of the great assortments and easy accessibility of every part of the store makes shopping here more of a pleasure and less a task even with the great Easter crowds and save every possible moment of the purchaser's time. ANOTHER POINT Winced 'thinner V thoro0 Olds, Wortman & Kings PRICES ARE ABSOLUTELY THE LOWEST On Equal Quality Merchandise. TODAY'S FORECAST indicates Big Crowds thro'out our broad aisles. Lingerie Bargain (Second Floor.) Ladles' open or closed, muslin or cam brie Drawers, lace and embroidery trimmed, cluster tucks .or hem stitched; values up to 90c a pair; special today at. 0 Tea Aprons (Lingerie Dept. Second Floor.) Fine lawn OT India Ilnon Afternoon or Tea Aprons, with deep hems or clus ter tucks. Inch hemstitched edges or very deep hems, wide strings and real, splendid 35c values; to- 15. day. special at 63c Linen Section (First Floor.) Towels of pure linen damask, with knotted fringe. Hi ta. Inches, and ex tra good 3Sc values; today SMARTEST EASTER MILLINERY I (Second Floor.) Eve Shown in tne Entire Northwest In fact, they'll have to "Put us off at Buffalo" or some still farther Eastern point If they would land us among competition so far as distinct ive beadwear goes. We must place emphasis upon some things more than others this Easter week, and among them is Millinery. The range of offerings is stupendous and yet (over $10). NO TWO HATS ALIKE! If there Is anything not here It's because It's not within Fashlcn's gates. We drive close bargains In market that enable us to make close prices to you. This watchfulness deserves the credit for the splendid val ues offered you hero this week. A little word of warning, however the time Is short our workrooms are like beehives busy. It's a matter of hours now. Select your bat today and avoid the rush, with possible dis appointment, of the eleventh hour. Our prices range from JjO for the chic French creations down to those of our own deft artistes at JL33. Women's Costumes lot Easter .(Second Floor.) "With Easter but five days away, the query Is: Are you ready for it? Have you your Easter gown? Never such' opportunities of choice, style and quality never such novelty, beauty and worth. Come and sea for your self and come soon. Every 'day you put off means lost opportunity, worry, trouble, expense and possible disappointment. Come today. We- open today and place on our counters new lines of SUITS for misses' wear, ages 12 to 16. This Is the only line In the city of this class of suits for misses' wear. The season's latest fads In broadcloths and novelty weaves of blouse and Eton effects, handsomely trimnied In fancy plaid with silk tins and sashes, fancy braids and silk piped. Take your choice $50.00 to $16.50 Another of the day's arrivals is an extremely magnificent line of RAG LANS. The lot Includes new and handsome coverts and Prtestleys, In Oxfords, tans and the' -new green mixed fabrics, with velvet collars and- cuffs and plain or stitched edges. Prices cover a broad range, from 5 with lots of be tween values. Down to $12.50 At Glove Counter "SOMETHING FOR NOTHING." Tes. that's It years of experience In glove buying and handling to which which you are welcome. We' positive ly know the lines of gloves we carry are tho best made in the world we know them and have followed them from the raw skins thro' every pro cess to the packing and fitting- to your hand. "We are glovers you're safe to buy your Easter gloves of us it you are prudent and particular. Make your selections from the Rey nlers or Jouvlns, or better still that peer of every glove, the ?o fC Monarch, at p4,JU Or should you wish a daintier, lighter hand-covering let us show you the handsome Marvel Gloves Jj J 5Q Should you like the price, but wish a heavier glove for more substantial street wear the clasp Der- C; tZ( by will surely please at.... P JV7 Our Mascot Gloves are the best made In the world that Is possible Of nn to sell at per pair NW A Flurry m Undermttsfs Tcsterday's express bro't to us another large ship ment of fine lingeries from the Eastern work shops. We positively as sert now In all truth that we are showing the larg est and most unmatchable the most complete line of undcrmusllns west ot Chicago. Our Imported hand-made French lin geries are marvels ot daintiness and art In fine embroidery. Every allow able material known to fashion Persian lawn. Hnon or Nainsook elab orately trimmed in hand some designs. India 611k Underwear In white and dainty color ings. Prices the lowest In the city for same quali ties. (Sve Fifth-street window.) "Cfa. THE MEN'S SECTION 5$ 5 n p 2 Altho' so many of our departments are devoted to merchandise for women's wear and home furnishing, we ask you to bear In mind at tuis Easter time, as at all seasons, that our specialty stores embrace a MAN'S SHOP. In which Is contained every thing worthy In Men's Furnishings at prices, less than the strictly "men's stores" make on like qualities. EASTER NECKWEAR In Ascot Imperials regular Imperials 4-ln-nands, narrow or regular widths, all newest Easter patterns and colortngsr-evcry right shape .and design at prices from $J down OC. to SHIRTS Monarch. Cluetts, .JJon, Griffon. Eclipse and E. & w. brands Dress Shirts, fancy and white Shirts -and ft( Negligees: 13.50 down Cfl. to auc f A full line of -Coat Shirts. ff Hosiery and- Unuerwear In alt lead- ff lng makes. Hosiery up from 55c; Un- ff derwear up from 50c Every price an under on. qualities f considered. DECIDES AGAINST KEENE (Continued from First rage.) all upon a showing that the result would probably be tho selection of trustees -who would not manage the corporation In the Interests of Its own shareholders, but In an Intercut which was repugnant to them as a class. The direct effect of any ouch decree upon any of the theories upon which I am asked to act would bo to deprive the Union Pacific Railroad Com pany of one of the most valuable Incidents of Its ownership of its Southern Pacific shares, tho right to vote for managing directors at -a meeting of stockholders. It is, therefore, according to every defini tion, an Indispensable party to any bill which challenges its right to own or voto upon Its. Southern Paclflo shares. 31ufit Have Union Pacific In Court. It must bo accepted as altogether funda mental that no court can adjudicate upon the righto or interests of one who Is neither actually, nor constructive!) before the court. The principle of duo process of law unconditionally compels obscrv. ance of the rule which limits the Just Jurisdiction of every court to a determin ation only of the rights of persons who aro parties to the litigation. In Mallow vs. Hlnde. 12 Wheaton. 193-19$. where the court found Itself unable to proceed for the want of an Indispensable party. It was said: "Wo do not put this case upon the ground of Jurisdiction, but upon a much broader ground. Which must equally apply to all courts of equity, whatever be their structure as to Jurisdiction. We put It on the ground that no court can adjudicate directly" upon- a person's right without the party being actually or constructively be fore the court." This doctrine has over and over Rgaln been announced by the Supreme Court, and In no case more emphatically than in Minnesota vs. Northern Securities Com .pany. Rut complainants cay the Union Pacific ! constructively before the court, being represented by the Southern Pacific Com. I ir-. This contention Is placed upon two (Tstinct grounds: first, that there Is such ci Identity of Interest between the two c rroratlons that the defendant should be rrgzrded as represenlng and defending f r the Union Pacific Railroad Company; s rend, that the Southern Pacific Com 1 -nf Is In law tho representative of each cf lta stockholders In respect to aa cor-I-Drate matter. These In their order: Southern Pacific's Dcntnl. The "Identity of Interests" relied upon 1 to obviate the necessity of suing the Union Pacific consists In the companies fcrrei-fore stated showing the control ex erclsod by tho one company In the man esctnent of the other. But it must not be sverlooked that the managing agen cies which have spoken through the an swer of the Southern Pacific deny that t iey are or have been disloyal to their trust as oiSccrs and directors of the Southern Pacific Company, and deny that In their character as officers of the South ern Pacific Company they 'stand for and represent the other company. They deny that tho two roatls were In any sense competitive or that there Is the slightest repugnance In their acting as directors for both companies. To assume that there Is such Identity of Interest as to dispense with the necessity of bringing- the Union PddQc Railroad Company before the court would be, first, to decide all the is sues of fact and law Involved and then ray" "These being the facts and this the law. It Is plain that there is such oneness of Interest between these companies that the rir.hts of the Union Pacific Company can be adjudicated without Its actual pres ence, because It Is represented by the de fendant, which Is sued." Aside from this Inconsistent attitude, we cannot Ignore the fact that, while there may be an Identity of Interest in some particulars, the question of right of the Union Pacific Railroad Company to hold and vote the shares owned by It Is a ques tion which deeply affects Its property rights, and in respect oT which the South ern Pacific Company as such has no In terest whatever. These are two wholly distinct corporations, having each Its own properties, and Its own body of stockhold ers, and neither has any legal right to stand or represent the other, except as it may be duly constituted the agent of the other. Does -ot Represent Stockholders. The second ground for maintaining that the Union Pacific Railroad Company is a party by representation Is based upon the very obvious rule that the corporation represents Its shareholders In the defense of all suits which Involve corporate rights or functions. What right has the South ern Pacific Company to affect the right- of any stockholder In respect of the owner ship or Incidents of his particular shares? Of what interest Is It to the corporation as an entity or as a body of stockholders whether particular shares are owned or voted by A, rather than by B. or whether It Is C that is capable of holding or vot ing shares at all? It Is a question which may Indirectly affect other shareholders. , but it is clearly not a question which con- ' cerns the corporation as such, or any ot , its functions. I But it has been urged that the Idea of I a corporation, as a legal entity, separate I and apart from the body of persons com ' posing Its stockholders, is a fiction which should be Ignored whenever used for pur poses not within the Intent of the device, and that, in a case like this, a corporation should be regarded as a party to a suit against every stockholder, and. therefore, this is a suit to which the Union Pacific Railroad Company Is a party by repre sentation. If the Issue made with the ' Union Pacific Railroad Company in its character as a stockholder of the South ern Pacific Company was one which was common to all the stockholders, there would be some room for regarding the lit igation as involving a corporate matter, interest or function. But the question Is one which does not apply to the stock holders as a body. Its solution depends absolutely upon a state of facts peculiar to the particular stockholder, and its de cision will affect directly tho property rights of that owner alone, and does not directly concern any other stockholder as such. ' A Judgment or decree against a corpor ation in respect to corporate matters necessarily binds Its members, in the ab , sence of fraud, because, as stated by Ful ler. Chief Justice. In Hawkins vs. Glenn, "this is Involved in the contract created In becoming a stockholder." No such rea son exists when the Judgment or decree against the corporation does not Involve some corporate duty, obligation or func tion, but affects alone the contract lights of a particular stockholder as against the other members of the corporation. The , shares of stock which It Is sought io dls , franchise are the corporate property of the Union Pacific Railroad Company. The corporation Itself Is. therefore, an Indis pensable party to any suit which affects ' lis right to own such shares, for any de- creo made with reference to shares so i owned must be effective to operate upon t Its owners. IlnrrJman Can't Bind Company. The suggestion has been made that, cs the affidavits and exhibits show that the shares so owned by the Union Pacific Rail- road Company stand In the name of E. j H. Harrtman, and that, as he has maJe ' an affidavit, which has been filed In the ' case, he has thereby made an appearance ' In the case In his character as trustee for the Union Pacific Company, and that, hav ing as a party the trustee In whose name such shares stand, the court has obtained Jurisdiction to enjoin the trustee from vot ing on same, even if his appearance is not to be regarded as the appearance of the Union Pacific Company for all purposes relating to said shares. The premise is unsound. Harriman has filed an affidavit, apparently and only presumably at the Instance of the Southern Pacific, -which Is a party, and It cannot be that, without being even bound as a party, a mere wit ness, who Is called upon to testify, be comes thereby a party, even though his evidence may operate Indirectly to his own advantage personally as a trustee for others. Knowledge of the pendency of a suit Is not equivalent to legal notice, fnd the mere appearance of one as a witness In behalf of one who is an actual party Is not an appearance as a party, and has never been so held. With some reluctance, I reach the con clusion that any order or decree affecting the right of the Union Pacific to hold or vote tho stock of the Southern Frclfic Company owned by It. or denying, to It the right to vote Its shares for such per sons as It shall deem fit and proper, 111 not Include that corporation nor protect the Southern Pacific in excluding ruch shares from participation In any stock holders' meeting. Though there had Ix-en ho precedent, my conclusion upon prin ciple would have been the same. The case of Minnesota vs. Northern Securities Company has an Important bearing upon this subject. Injunction Is Refused. . For this reason, and without express ing an opinion as to the power of a court of equity to interfere with the privilege of a stockholder to vote his shares as he pleases and for whom he pleases. If he bo lawfully competent to own and hold the shares ' at all, or any opinion upon any of the other most Interesting ques tions which arise properly only In a cause to which the Union Pacific Is a par ty, I must decline to grant any Injunction restraining the voting of the Union Pa cific shares at the approaching election of directors. The application to retain the cause for a reasonable time In order that the Union Pacific Railroad Company may be Im pleaded in a forum having Jurisdiction over it to try the question of its right to hold and vote the shares In question and to continue the stay order hereofore granted until such litigation may be start ed and brought to a conclusion must be denied. ... To continue the stay order heretofore granted for the purposes desired will be in effect to dispose of this litigation, for. It the Union Pacific Com pany be denied the right to vote Its shares at the election to be held under the company's bylaws. It would be to turn that company out of Its control and place the minority stockholders in, and thus ac complish the end sought by this proceed ing without Jurisdiction over the prin cipal party thereby affected. Jio Evidence of Fraud. There remains the question as to whether I shall grant an Injunction to prevent the defendant from disposing of shares ot the Central Pacific owned by It or of the lease of the Central Pacific Railroad to the Union Pacific Railroad Company, or any one acting for It and In Its Interest. It would be difficult to find a -more flagrant Instance of repugnant trusteeship than would be exhibited If the persons In the board ot the Southern Pa cific Company, who are also directors of the Union Pacific Company, should, by their votes, discharge the double function of buying for the one company and selling for the other. The design or purpose to dispose of the Central Pacific stock, in whole or In part, or of the Central Pa cific lease, has been most positively re pudiated by the different corporations, and there has been produced no evidence whatever in support of the charge ot such a purpose made by the bill, other than the fact that very large expenditures are being made upon the Central Pacific line. But unless it could be shown that these expenditures were ultra vires, or In pursuance of some fraudulent scheme In disregard of the Interests of the de fendant company, they would afford no ground for an appeal to the powers ot a court of equity. Such matters He In the discretion ot the managing directors and it Is the fundamental law of corpora tlons that the discretion of those having the power to act will not be restrained upon the application of a minority who may entertain a different opinion as to the wisdom of the expenditure. In view of the denials of the answer that these expenditures are being made with an ul terior purpose 1 am unable to see any such exigency as to this matter. The complainants as to this may at any time hereafter make another anpll. cation upon obtaining evidence ot a pur pose to deal with the Central Pacific stock or lease, as they profess to appre hend. A motion to appeal was then sus tained and the Southern Pacific election postponed pending the appeal. EFFECT IX STOCK MARKET. Recovery Followed Decision, lint IK lapse Warn Caused by Appeal. NEW YORK, April 6. Talbot J. Taylor & Co., brokers for James R. Keene. de- j cllned to discuss the decision or to say Iwhat further stepe, if any, would be taken. At the Union Pacific office noth l lng In the way ot an official statement was made. Representatives of Kuhn. Loeb & Co. were pleased by the news, but had no comments to make. The stock market was not greatly affected by the decision. Southern Pacific rose to 5SVt and then reacted to 3TH- It had sold , during the morning at S7 Later, when news was received that an appeal had been granted and that the an nual meeting of the Southern Pacific had been Indefinitely postponed. Southern Pa cific stock fell to X. and the general list , weakened. Southern Pacific ralllled to 57. and other stocks regained fractions or tneir losses. , WILI. TEST ELKIXS LAW. Railroads Deny Power of Courts to Raise on, Retnrn Rates. CLEVELAND. Ohio. April 6. One of the 1 greatest legal fights In the history ot rail- roadlng will be fought out soon, probably ' In Cleveland. The suit begun recently by i the Interstate Commerce Commission , against the Lake Shore under the new Elklns law has had the effect of arraying ' the big Eastern railroad lines with th ! Vand:rbllts. The railroads aim to dislodge the Interstate Commerce Commission from Its contention that the Judiciary has the power to raise or to lower rates on Inter state commerce, for they claim that If the court has authority to perform this func tion It also has the right to fix rates, which Is a legislative duty. Falling in this contention, the railroads propose to attack the constitutionality of the new law upon the ground that the court Is assuming the functions of Congress when It regulates rates. This fight against the commission Is one of long standing. The railroads claim that the position assumed by the commission under the Elklns law. If sustained, wonld be equivalent to government ownership of railroads. The railroads have enlisted the services or the most prominent corporation lawyers of the. East, and It is probable that the battle will be fought out in the United States courts at Cleveland. ALL RECORDS ARB BROKE. Larireat Day's Movement of Immi grant From Chicago to Xorthwul. CHICAGO. April t Between IO0O and rJOCO Immigrants passed through Chicago today for states West and Northwest. This is the largest movement ot the kind ever handled In a single day by the rail- No need of waiting for special sales. Thousands of articles most in demand are being' sold here at the lowest prices ever made by any store in the country. , A brilliant array of Novelties in ready-to-wear garments and Mil linery is being sacrificed. j2? Our store system is now perfected -purchases can be made with g'reatest facility and quicKly de livery of g'oods most prompt. More and better bargains in first class merchandise than has ever before been offered to the Port-, land public. 1 i-i roads entering here. The Immigrants came from nearly every country In Eu rope. Immigration agents here declare that the present year will see all records for Imlgratlon and settlement In the North west broken by a large majority. strain the Denver, Northwestern & Pa cific Railway from building through the territory claimed. Will Adopt American Sljrnnls. NEW YORK. Anril 6. A beginning Is to be made this week, cables the Tribune's London representative, with the ! Installation of the Hall automatic signal- lng system -on the Northeastern Railway, i The material is being- supplied from America, and an American engineer has arrived in Tork to superintend the Instal lation. The system was Investigated last Autumn In the United States by the gen eral superintendent of the Northeastern Company, who signed a contract for the work to be carried out. Promotion for Forrest. SPOKANE, April 6. The Chronicle an nounces today that General Superintend ent F. S. Forrest, of the Spokane Falls & Northern Railway, will be appointed general superintendent of the Montana Central, effective about April 13. He will take the place of E. L. Brown, who will become assistant general superintendent of the Eastern Division of the Great Northern. Mr. Forrest will be succeeded here by R, C Morgan, now assistant su perintendent of the Cascade Division of the Great Northern. Moffnt'm Road "Winn n Point. DENVER, April 6.-rJudge Carpenter this afternoon granted the application of. the Moffat Short Line attorneys for a change of venue to Grand County In the ; suit for the possession ot uore canyon. This Is a set-back for the new Century Power Company, which claims as a res ervoir site a large tract of land in Grand County, and seeks an injunction to re- l'roponed Railroad to Yukon. WASHINGTON. April -Construction of a railway from Mlttlmat Inlet through the northern part of British Columbia and the Yukon to Dawson is"- being agitated by Vancouver business men. according to a report to. the State Department from United States Consul Dudley at that place. the Northwest, died suddenly In his mu seum In this city yesterday. He was 7S years aid. and his age, coupled with a general breakdown In health, caused death. Henry Schroeder I. Dead. ST. PAUL. April t Henry Schroeder, the pioneer taxonomlst and naturalist of WEDDING AND VISITING CARD ENGRAVERS AND STATIONERS W. G. SMITH & CO. WASHINGTON BUILDING Corner Fourth and Washington Sts. SICK HEADACHE Positively cured by thesa Little Pills. They also, relieve Dtatress from Dytpep. Bio, Indigestion and Too Hearty Eating. A perfect remedy for Dtxslnflss, Kousm. prowstaesa. Bad Tat. in the. Mouth, OsaUd Tongue, Pain In th. Side. TOR JPXD LIVER. They Regulata tba Stir U. Purely Vscvtahla. StssU Pill. Small Osm. Email PfSctfe. X ccsra ! illUUDlA -.U ua t unMm. - fcV Biff Oui nnn-iWvn. Irsswdj for Qonorrhca Gleet; 9prmatorraea. WhttM, unnatural dbr chirm, or snr InfUuini' i mMdM. tlon ot mnemi as 1-nitEuilCHnxu.Oa hum. Xon-utrlnrrnt. Said fay Branrlsts, or sent In plain wrapper, br expren. prepaid, fot 11.00, or 3 bottle. p.Ti, vucuu mun oa rafaacfa