The bill insinuates that each of the two suits named above was collusive, at least in part; and facts averred point in that direction. It is also averred that certain shares of the stock which were held by the Memphis & Charleston Company in its own right were transferred by the common president of the two companies to the East Tennessee, Virginia & Georgia Company, without any authority therefor. Marked bias and partiality in favor of the latter company are charged to have prevailed in these

The Memphis & Charleston Railroad has been in operation for a third of a century. The profits of the corporation, if any, prior to the time of its passing under the control of the East Tennessee, Virginia & Georgia Railroad Company, hereafter shown, we have no certain means of ascertaining, further than that from June, 1858, two years after the completion of the road, to June, 1861, the net earnings were never less than 10, and once as high as 16, per cent. We have no account of any earning dur ing the civil war, from 1861 to 1855, and sup-transactions; and it is also charged that the pose not only that there were no net profits, but the cessation of hostilities left the road very much out of repair. Extraordinary expenditures became necessary to repair and equip the road, and up to June 30, 1867, the expendi tures exceeded the receipts. Between the years ending June, 1868, and June, 1874, surplus prof-Georgia Company a controlling vote in the its, amounts not shown, were earned by the road each year, except the two years 1871 and 1872. The sum of the deficiency for these two years was about $150,000.

East. Tennessee, Virginia & Georgia Company was without the power to acquire and own stock in another railroad company. It is expressly charged that the intent and purpose of the said purchase of stock was to give to the East Tennessee, Virginia & management of the Memphis & Charleston Company; and the exhibit taken from the record of the suit with the Knoxville & Ohio Railroad Company, if correctly set forth, The East Tennessee, Virginia & Georgia Rail- proves this charge to be true. The bill furroad Company obtained its charters from the ther charges that after the agreement of lease States of Tennessee and Alabama, and had noted above, which was in 1877, the two tailbeen many years in operation. It extended roads have been operated under one and the easterly far beyond Knoxville, Tenn.; and hav- same president, and under one and the ing absorbed, or otherwise obtained control of, same management. Inequality and fraud are the Selma, Rome & Dalton Railroad, an Ala- charged in the combined management of the bama corporation, extended, in a southwesterly two roads, greatly to the profit of the East direction, 150 miles or more into Alabama, Tennessee, Virginia & Georgia Company, and terminating at Selma, in this State. It also to the equal detriment of the Memphis & operated a line which touched at Chattanooga, Charleston Company. The bill makes specific in the State of Tennessee, eastward from Ste charges of partiality and maladministration, venson, and distant from it 25 or more miles. as follows: First. When the East Tennessee, There was, however, a connecting line between Virginia & Georgia Company acquired conthe respective termini, but it belonged to an- trolling power over the Memphis & Charleston other railroad corporation. The East Ten- Railroad, the repair shops of the latter had nessee, Virginia & Georgia Railroad Company been partially destroyed, but could have been had probably many other extensions and con- rebuilt at a small expenditure. They were nections, not necessary to be noticed here. The not rebuilt. The rolling stock of the Memphis extent, distances and connections of the East & Charleston Company was carried to the shops Tennessee, Virginia & Georgia Railroad Com- of the East Tennessee, Virginia & Georgia pany are stated partly on general knowledge. Company, at Knoxville, Tenn., "where the About 1874, one Wilson was elected president repairing was done at extravagant prices, and of the Memphis & Charleston Railroad Com- milage was charged for all the distance the pany, and was continued in the office until rolling stock was carried over the road of the 1881. His election was procured through the East Tennessee, Virginia & Georgia Railroad instrumentality of the East Tennessee, Vir Company." Second. The rolling stock [of the ginia & Georgia Railroad Company, and, al- Memphis & Charleston Company] was unnec though not exactly coterminous, the two rail-essarily increased, at exorbitant cost, [$500,000 roads have been operated substantially under at one time,] and was used by the East Tenone management ever since. In the first in-nessee, Virginia & Georgia Railroad Company stance, the Memphis & Charleston Railroad was let by lease to the East Tennessee, Vir ginia & Georgia Company, the rent agreed on being the net income of the former road above expenses. In a suit instituted for the purpose of testing the legality of that lease, it was set aside as being ultra vires. Another suit, be tween the Knoxville & Ohio Railroad Company and the East Tennessee, Virginia & Georgia Company, to which the Memphis & Charleston Company was not a party, resulted in the acquisition by the East Tennessee, Virginia & Georgia Company of a large volume, nearly one half, of the shares of stock in the Memphis & Charleston Railroad Company. Later acquisitions placed a majority-a bare majority-of the entire stock of the latter Company in the name and asserted ownership of the East Tennessee, Virginia & Georgia Company.

upon its own road, without any compensation" to the Memphis & Charleston Railroad Company for such use. Third. "The Memphis & Charleston Railroad was renewed with steel rails, iron bridges and ballast, in advance of the needs of the railroad, to keep down the apparent net earnings." Fourth. Less than the pro rata milage share of through passenger and freight receipts from passengers and goods passing over both roads was allowed to the Memphis & Charleston Railroad Company.

The bill then proceeded to show, by tabulated statement and otherwise, that the percentage of net earnings, compared with the gross income of the Memphis & Charleston Com pany, was much less than that of the East Tennessee, Virginia & Georgia Company, while the former was more favorably circumstanced for cheap operation than the latter. The bill

charged that at the election of officers of the Memphis & Charleston Company, held in November, 1886, the East Tennessee, Virginia & Georgia Company succeeded in electing seven of its own directors to be directors of the Memphis & Charleston Company, seven being a majority of the board. The directors then elected Thomas to be president of their board, he being at the same time president of the board of directors of the East Tennessee, Virginia & Georgia Company, The two railroads were thus placed substantially under one and the same government.

operate a railroad without the State; or, within the State, may extend its road, or may build, construct and operate branch roads from any point or points on its line." Section 1587.

It is not contended that any of these sections, or all of them combined, confer in terms the powers which the bill alleges that the East Tennessee, Virginia & Georgia Company claims and exercises in the management and control of the Memphis & Charleston Company. The conduct charged and complained of was not the consolidation of two or more roads; for consolidation was neither effected nor attempted, nor were any of the steps taken which the Statute prescribes as conditions precedent to lawful consolidation. Nor was it the connecting of two roads over which cars could pass "continuously without break or interruption." It was not giving aid by one corporation to another "in the construction of its railroad, for the purpose of forming a connection with" it. Neither the aid nor the purpose existed in this case, if the averments of the bill be true. It was not a lease or purchase of the Memphis & Charleston Railroad, or any part of it; and if such lease, or purchase or other arrangement had been attempted, the lines of the two roads are not connected. And the averments of the bill negative the idea that any of these arrangements, connected operation or consolidation, if claimed to be such, were agreed to or consummated by the corporations, acting as such. Nor was there any agreement, or attempted arrangement, either expressed or implied, that the one railroad sho id acquire, hold and operate the other. Nor is the Memphis & Charleston Railroad, in any sense, a branch road from any point on the line of the East Tennessee, Virginia & Georgia Company. It is not a branch road, according to the aver

As we have said, the bill in this case was filed on the 27th day of October, 1887; and it charges that another election of directors would be held on the 17th day of November then next ensuing-twenty one days after the filing of the bill. It charges, further, that "if said East Tennessee, Virginia & Georgia Company, its directors, or any person on its behalf, shall be permitted to participate, or take any part, in said election, or any meeting of the stockholders of the Memphis & Charleston Railroad Company, the hancfu! control of the East Tennessee, Virginia & Georgia Company over its affairs will be continued for another year, and its legitimate earnings will be diverted from its stockholders, and, under various de vices, absorbed by the East Tennessee, Virginia & Georgia Company." The prayer for injunction is two fold: first, that the East Tennessee, Virginia & Georgia Company be enjoined from voting the stock standing in its name, either in the election of directors of the Memphis & Charleston Company or in any other meeting of the stockholders; and, second, that it be enjoined from disposing of its stock except with the knowledge and approval of the chancery court. The reason urged in favor of the second of the above prayers is that with-ments of the bill. out such restraining order the stock might, and probably would, be transferred to some other name, and still held, and its voting power exercised in the interest of the East Tennessee, Virginia & Georgia Company. Under some reorganization, the present corporate name of the latter company is "The East Tennessee, Virginia & Georgia Railway Company."

We repeat, the sections of the Code we have been commenting on do not expressly confer the powers which the complainants complain of as abuses, nor does the East Tennessee, Virginia & Georgia Company contend that they do. It could not so coutend. Its precise contention is that those Statutes "evidence a settled policy of the State to encourage Under the Statutes of this State (Code 1886, consolidations or combinations of connecting SS 1583, 1586, 15-7) a general power is con-lines." It is manifestly true that long conferred to consolidate two or more railroads necting lines of railroad are a benefaction. which, when completed, "may admit the pass-They economize time and labor, and thereby age of burden or passenger cars over any two lessen expense. Common observation, and or more of such roads continuously, without the simplest processes of reasoning, show this to break or interruption." Section 1583. A be too clear to require argument in support of railroad corporation "may at any time, by means of subscription to the capital stock of any other corporation or company, or other wise, aid such corporation or company in the construction of its railroad, for the purpose of forming a connection with the road owned by such corporation or company furnishing aid; or any railroad corporation organized in pursuance of law may lease or purchase any part or all of any railroad constructed by any other corporation or company, if the lines of such roads are continuous or connected." Section 1586. "A corporation now existing, or which may hereafter be organized, for the building, constructing and operating a railroad, bas authority, for the purpose of extending its line or forming a connection, to acquire, hold and

it. But does the conduct complained of in this case encourage or promote the consolidation of connecting lines? Is it a legitimate means of accomplishing that end? Private corporations cau exercise only such powers as are conferred upon them, and such as are necessary and proper to carry the granted powers into effect. In this, however, is included the inherent incidental power of doing and performing such acts as are necessarily implied in the line of trade or business of the corporation, as shown by the charter or law of its creation. Wilks v. Georgia Pac. R. Co. 79 Ala 180; 3 Brick. Dig. 159.

Based on this principle, it is contended for appellee that the East Tennessee, Virginia & Georgia Company had no power to acquire

and hold shares of stock in the Memphis & Charleston Company; that its purchase of the stock was ultra vires and void, and that, as a consequence, it should not be allowed to exercise the powers which the rightful ownership alone confers. In other words, that, to authorize the exercise of the privileges of a stockholder, the stock must have been law fully acquired. On this ground it is contended that the ruling of the chancellor in continuing the injunction is free from error. May it not be answered to this contention: First, that, conceding the purchase of the stock by the East Tennessee, Virginia & Georgia Company to have been ultra vires, are the complainants in this suit in any position to raise that ques tion? They are not stockholders in the East Tennessee, Virginia & Georgia Company, and can they be heard to complain that a corpora-ings from the great interior, that has begotten tion to which they are strangers has misapplied its funds? Second, Does not the bill show on its face that the East Tennessee, Virginia & Georgia Company purchased the stock, not as an investment of its funds, but in the collec tion of a debt due to it from auother railroad corporation? The power of a corporation to acquire property, real or personal, as a means of collecting a debt otherwise doubtful, stands on a very different principle from that which determines its power to purchase such property Es an investment of its funds or capital. lotte First Nat. Bank v. Nat. Exchange Bank, 92 U S. 122 [23 L. ed. 679]; 1 Morawetz, Priv. Corp. 431

Char

We come, then, to the naked inquiry, Can one corporation acquire a majority of the stock of another corporation, and, by the exercise of the voting power the majority of stock confers, govern and control the manage ment of such corporation? This question, in its naked form, has rarely been presented to the courts, although it is generally known that such transactions are not infrequent.

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and declared purposes has made them favorite investments for prudent men, while the rivalry which opposing interests engender begets an energy, economy, skill and enterprise that have had much to do with the remarkable progress which such enterprises have made. A colossal enterprise, assured of handsome dividends by the possession of a monopoly, may well rest upon its position, knowing that, however the country may suffer from its exactions, its own profits are secure. It is the rivalry of opposing interests, the struggle for success, nay, even for life, with dangerous opposition, that gives life, enterprise and success to railroad, as to other human undertakings. It has been the conflict with thirty state lines, each with its opposing interests, and with numerous seaboard cities, each seeking to attract the rich outpourthe mighty network of iron which interlaces our extensive territory; and I am convinced that there is no public policy more striking than that which, while it fosters every such undertaking, is yet careful ever to keep in view the danger of a monopoly, and the good effect of rivalry and conflict between different companies. The Central Railroad is, and has long been, the pride of Georgia. The skill, energy and prudence with which its affairs have been managed reflect great credit upon the men who have had these affairs in their control; and the State may well be grateful for the success that has followed. Yet we cannot but think it would be a measure fraught with great public evil to give to that company permission to control and manage its great rival, the Atlantic & Gulf Road."

In the case of Hazlehurst v. Savannah, G. & N. A. R. Co., 43 Ga. 13, the principles of the foregoing case are reaffirmed.

The case of Milbank v. New York, L. E. & W. R. Co., 64 How. Pr. 20. was like the present one in most of its bearings. In that case, as Ia 1 Morawetz. Priv. Corp., § 431, it is said: in this, one railroad corporation had purchased "The right of a corporation to invest in shares a majority of the capital stock of another, and of another company cannot be implied merely proposed to vote the stock so purchased in the because both companies are engaged in a sim-election of directors. Certain stockholders of ilar kind of business. A corporation must carry on its business by its own agents, and not through the agency of another corporation." And this doctrine is stated without dissent in 4 Am & Eng. Cyclop. Law, 249, note 2.

In Central R. Co. v. Collins, 40 Ga. 582, will be found a very full, and somewhat pioneer. discussion of the power and right of a railroad company to acquire and hold a majority of the stock of another railroad corporation, with a view of controlling its management. It is an able discussion, and, although not presented precisely in the form in which the present bill raises it, it enunciates principles which bear on the quest on in hand. Among many other wise and conservative principles declared in that opinion, we transcribe and approve the following: "I am strongly impressed with the conviction that much of their [the railroads'] success in developing the resources of the country is due to the very jealousy which has ever held them strictly to their charters, and has constantly been careful to prevent an undue accumulation of interest under one manage ment. The certainty that each stockholder has that his funds will be applied to known

the latter company, owning a small minority of its capital stock, filed a bill to enjoin the purchasing company from voting the stock it had acquired, being a majority of the shares. The court, in delivering its opinion, said: "In the case under consideration, the New York, Lake Erie & Western Company have acquired by purchase the majority of all the stock issued by the Buffalo, New York & Erie Railroad. If its oflicers are permitted to vote thereon, they can elect a board of directors of their own choosing. It would then be for the interests of the New York, Lake Erie & Western Railroad Company to have the Buffalo, New York & Erie Company managed and controlled in the interests of the former company. This would be liable to result in injury to these plaintiffs and their fellow-stockholders; and, if so, they have a right to complain. My conclusions, therefore, are that, while the New York, Lake Erie & Western Railroad Company is the owner of the stock in question, and has the right, while it remains the owner, to collect and receive the dividends thereon, and has the right to sell and dispose of the same, it has not the right to vote thereon, and that the stock

holders of the Buffalo, New York & Erie Railroad Company have the right to have it enjoined from so voting, in case it threatened to do so. Judgment should be ordered for the plaintiffs in accordance with the views herein expressed, with costs."

It is true that this was not a decision by the court of last resort. It was by the supreme court, an intermediate court in that State. It appears to have been acquiesced in, for no appeal is shown to have been taken. See also Franklin Co. v. Lewiston Sav. Inst. 68 Me. 43; Sumner v. Marcy, 3 Woodb. & M. 105; Mechanics & W. M. Mut. Sav. Bank & Bldg. Asso. v. Meriden Agency Co. 24 Conn. 159. Corporations aggregate are governed, and must be governed, and male efficient through the instrumentality of agents. These agents, in cases of pecuniary corporations, are called "directors," who are elected at stated intervals by the stockholders, for such term as the charter or regulations may prescribe. They may not be "trustees" in the technical sense; but their functions are largely and essentially fiduciary. Hoyle v. Plattsburgh & M. R. Co. 54 N. Y. 328.

The

holding a majority of the shares in a corpora tion to place their nominees in control of the company, and then to use their control for the purpose of obtaining advantage to themselves at the expense of the minority. It would be > conspiracy to commit a breach of trust. directors of a corporation are bound to administer its affairs with strict impartiality, in the interest of all the shareholders alike; and the inability of the minority to protect themselves against unauthorized acts, performed with the connivance of the majority, renders their right to the protection of the courts the clearer." State v. Concord R. Corp. 13 Am. & Eng. R R. Cas. 94; Pearson v. Concord R. Corp. Id. 102, and numerous cases cited; Marsh v. Whitmore, 88 U. S. 21 Wall. 178 [22 L. ed. 482]; 1 Morawetz, Priv. Corp. § 530, and note 3; Cook, Stock and Stockholders, § 614, 615.

Although, as we have said, directors of pecuniary corporation may not be "trustees,” in the technical sense of that term, they are under the same restraints, and labor under the same disabilities, which rest on trustees proper, so far as questions raised by the present bill are concerned. When personal interest antagonizes the disinterestedness and impartiality which the law, as well as morality, exacts in the exercise of fiduciary trusts, this is, per se, a disqualification, not by reason of any abuse committed, but in fear that weak human nature will yield to temptation. Justice Field, speaking of the conflict between duty and interest, says: "Constituted as humanity is, in the majority of cases, duty would be overborne in the struggle.' Marsh v. Whitmore, supra; Nathan v. Tompkins, 82 Ala. 437; Great Luxembourg R. Co. v. Magnay, 25 Beav. 536.

Says Mr. Morawetz (1 Priv. Corp. § 517): The directors "impliedly undertake to give the company the benefit of their best care and judgment, and to use the powers conferred up on them solely in the interest of the corporation. They have no right, under any circumstances, to use their official positions for their own benefit, or the benefit of anyone except the corporation itself. It is for this reason that the directors have no authority to represent the corporation in any transaction in which they are personally interested in obtaining an advantage at the expense of the company. The The averments of the bill in this case show corporation would not have the benefit of their great wrongs done to the Memphis & Charlesdisinterested judgment, under these circum-ton Company by reason of the control exerstances, as self-interest would prompt them to prefer their own advantage to that of the company."

A director "falls within the great rule by which equity requires that confidence shall not be abused by the party in whom it is reposed, and which it enforces by imposing a disability, either partial or complete, upon the party in trusted to deal on his own behalf in respect to any matter involved in such confidence." Hoyle v. Plattsburgh & M. R. Co. supra, and authorities cited.

cised in its management by the East Tennessee, Virginia & Georgia Company. It also charges that it is the intention of the latter company to so vote its stock as to maintain its control of the Memphis & Charleston Railroad. Whether the charges of past abuses be true or false, they bring prominently to the notice of the court the character and extent of wrong and oppres sion which one corporation may inflict on an other, when circumstanced as these are. It is scarcely necessary that we should specify in what manner the oppression may be inflicted. The board of directors elected by and for the East Tennessee, Virginia & Georgia Company, we must suppose, owe their election to all the stockholders, representing all the stock in that

So, in 1 Morawetz, Priv. Corp., $528, is this language: "A person who is agent for two parties cannot, in the absence of express authority from each, represent them both in a transaction in which they have contrary inter-company. ests. . . . It follows, therefore, that the directors or other agents of a corporation have no implied authority to bind the company by mak ing a contract with another corporation, which they also represent."

The duties of fidelity and impar tiality in administering the affairs of that com pany, implied in the relation they sustain to it, we have stated above. They require severe disinterestedness, as between the several shareholders, and unbiased fidelity to the prosperity Section 529: "It is well se'tled that, if the and success of the corporation. Now, when same persons are appointed to act as directors the directors of the Memphis & Charleston of different companies, they have no authority Company, or a controlling majority of them, to represent both companies in transactions in owe their election to the East Tennessee, Virwhich their interests are opposed. It matters ginia & Georgia Company, and to that comnot that the acts of the directors are in the in-pany alone, it is manifest that questions may terest of a majority of the shareholders in each company, and have received their approval. nothing can be more unjustifiable and dishonorable than an attempt on the part of those

and will arise on which there will be a conflict of interest between the two companies. It is but human nature that in such conflict direc tors thus chosen will give their votes and in

the equal rights of others," is a maxim as sound in law as it is in the conduct of social intercourse. Its observation and preservation are the end and aim of much wise legislation, of much judicial administration. But men must be dealt with, not as faultless, but as frail, and subject to temptation too strong for their pow liberty shorn of its power to transgress the boundary which separates meum and tuum, in its comprehensive sense. Hence it is that the law, with inflexible purpose, has placed reterest conflict. Hence it is that, when any relation of trust or confidence subsists, the law scrutinizes with earnest, if not severe, vigilance any pecuniary transaction that may be had between parties thus circumstanced. Hence it is that, when one man stands in a fiduciary rela tion to another, any contract or bargain and sale had with the beneficiary is invalid at the mere option of the latter, if seasonably expressed. The danger of abuse in such condi

fluence in favor of the company they represent in full, and in whose entire income and emolu ments they participate, rather than to the company they represent only to the extent of a trifle above a moiety of ils stock,-an integer against a fraction. Both law and reason force the implication that, in the governing body of a corporation, duty and interest shall not pointers of resistance. Civil liberty is but natural in opposite directions. We hold that it is equally against public policy, and against that sound rule which disables trustees, or quasi trustees, to act when their duty and interest conflict, that the East Tennessee, Virginia &❘straints on transactions in which duty and inGeorgia Company should be allowed to vote its majority stock in matters pertaining to the management and control of the Memphis & Charleston Company. We confine our ruling, however, for the present, to cases like this one, where a conflict of interest may arise in the matter of expenditures and their apportionment, in the division of patronage or of earn ings, and to rivalships between different com panies, having substantially the same field of operation, or where the profits of one enter|tions dominates the power of disposition; and prise may be enhanced by the diminution of those of the other. There may be other cases to which the rule will apply, but we decline to consider them now.

the power to make binding contracts, which we have classed as among the general attributes of property ownership, must submit to reasonable restraints. Thompson v. Lee, 31 Ala. 292; Moses v. Micou, 79 Ala. 561; Huguenin v. Base ley, 14 Ves. Jr. 273.

It is contended for appellants that if a ma

This case has been very ably argued; and we are not unmindful of the grave consequences that may, and probably will, ensue from our decision, not alone to the East Tennessee, Vir-jority of the capital stock of the Memphis & ginia & Georgia Company, but to many other Charleston Company had belonged to an indi corporations s.milarly circumstanced. We have vidual, or to a combination of individuals, innot declared that the law does not authorize stead of being the property of the East Tennesthat company to acquire and hold stock, or see, Virginia & Georgia Company, the same shares of stock, in another railroad corp ration. power of control could have been exerted as is Its charters not being before us, we have no complained of in this case. It is possible that means of ascertaining what its corporate pow-there might be an exceptional, extreme case, in ers are, further than the implications which naturally arise from its name and its lines of business inform us. We have not declared that if the East Tennessee, Virginia & Georgia Company is without power to acquire and hold shares of stock in another railroad corporation, the complainants in this suit have shown any right to controvert the question of its rightful ownership. Hence we have not decided that the Knoxville & Ohio Railroad Company were not the rightful, lawful owners of the stock which the East Tennessee, Virginia & Georgia Company acquired from it, nor that the latter company did not acquire a good title by its purchase. We have not attempted to set aside, or to declare invalid, either of these sales. We do not controvert the general inherent right, resulting from the ownership of stock in a corporation, to exercise the elective power such ownership confeis, and to exercise it wisely or unwisely, alone, or pursuant to an agreement with other stockholders; and that no one save the former owner can question the right to vote such stock, even when obtained by fraud, or other illegal means. Moses v. Scott, 84 Ala. 638. This, we repeat, is the general rule; and less than this, in an ordinary case, would be an unauthorized abridgement of the stockholder's property rights.

Enjoy meut and the right of disposition are general attributes of property ownership. Property rights, however, cannot be classed as absolutely independent of social and municipal regulation. "So use your own as not to invade

which it would advance the interest of the owner or owners of a majority of the stock in a corporation to diminish its income, that the emoluments of another enterprise, in which he or they are more largely interested, may be thereby enhanced. Such case, however, is extremely improbable, and, if found to exist, might possibly present a case of wrong for which injunction could furnish no preventive relief. This is a question we need not decide. As a rule, stockholders, in voting, as in other acts which they are called to perform, attempt to promote the welfare of the corporation; for on its success depend their profits. Whether they act wisely or not, no one can be heard to complain of their conduct; for the success of the enterprise and their individual interests are presumed to be identical. In ordary elec tious by stockholders, the presumption is that men will act as their interests prompt them to act, and that their aim is to benefit the corporation in which they are stockholders. Should a case arise in which there is bad faith in the management, and consequent loss to the stockholders, there would seem to be no doubt that redress could be obtained from the faithless governing body.

The case in which the votes are cast by individual stockholders, and the one in hand, are, presumptively at least, essentially different. In that, duty and interest are in complete accord. In this, if the averments of the bill be true, they are in palpable antagonism. In the one, the presumption is that the vote will be cast