Suit by stock holders-Request to company. way Company from being voted upon," etc., "but said corporation has neglected to comply with said request." This averment is sufficient to authorize the stockholders to sue in their own names, if any previous request was necessary to give them that right. Circumstanced as this case is charged to have been, it would seem any previous request would obviously have been denied, and therefore it was not necessary to prefer it. Tuscaloosa Manufacturing Co. v. Cox, 68 Ala. 71; Nathan v. Tompkins, 82 Ala. 437, 19 Am. & Eng. Corp. Cas. 336; Merchants' & Planters' Line v. Waganer, 71 Ala. 581, 5 Am. & Eng. Corp. Cas. 102; Green's Brice, Ultra Vires, 673, note a; Dodge v. Woolsey, 18 How. (U. S.), 331; Hawes v. Oakland, 104 U. S. 450. information and belief. We have stated above that the complainants' bill makes a case for an injunction, restraining the East Tennessee, Virginia & Georgia Railway Company, its agents, diAllegations on rectors, and all other persons representing it and in its interests, from voting the shares of stock held by that company. We have forborne to state one imperfection in the bill until this time. Many of the essential averments of the bill are stated in this form: Complainants are" informed and believed," or are "advised and believe," without any allegation or charge that the information or advice is true. This form of allegation has always been held in this court to be insufficient. It is not an averment that the information or advice is true, but that the pleader believes it to be true. A full denial of such averment would be, either that complainants had not received such information or advice, or, if they received it, they did not believe it. This would not present the issue sought to be raised. 1 Brick. Dig. p. 702, 907, 908. We will not, however, dissolve the injunction for this imperfection in pleading. Should it not be remedied within a reasonable time, it will become the duty of the chancellor to act upon the bill as if the imperfect averments pointed out had not been made. The decree of the chancellor is modified and the cause remanded. Let the appellees pay the cost of appeal. Modified and remanded. MCCLELLAN, J., dissenting. Control of One Corporation by Another-Action by Minority Stockholders -Removal of Cause.-Plaintiffs were citizens of North Carolina, and stockholders in the defendant, the N. Railroad Company, a corporation of that state. Defendant, the R. Railroad Company, was a Virginia corporation. Plaintiffs alleged that the N. Company issued to the R. Company a majority of its stock, and certain bonds as security for work to be performed by the R. Company; that the R. Company had not performed its agreement, and that its debt had not been paid; that the R. Company elects the officers and controls all the actions of the N. Company. Plaintiffs sought to have defendants account for the N. Company's property, and to have the stocks and bonds held by the R. Company surrendered. Both companies denied the rights and allegations of plaintiffs. Held, that the N. Company was a necessary party defendant, and that it was not a controversy wholly between citizens of different states," or one which could be fully determined between them, if it should be divided between the state and federal courts, within 24 U. S. St. at Large, p. 552, § 2, providing that "when, in any suit mentioned in this section, there shall be a controversy which is wholly between citizens of different states, and which can be fully determined as between them, then either one or more of the defendants actually interested in such controversy may remove said suit into the circuit court of the United States for the proper district." Douglas et al. v. Richmond & D. R. Co., N. Car. Sup. Ct., March 17, 1890, 10 S. E. Rep. 1048. And see, generally, as to rights of minority stockholders, Ervin v. Oregon R. & N. Co. (C. C.), 25 Am. & Eng. R. Čas. 1, note, 13. Action by Minority Stockholders to Set Aside Sale under Trust DeedLaches. In Burgess v. St. Louis County R. Co., 99 Mo. 496, it was held that the doctrine of laches applies as between a minority of the stock-holders and the acts of a majority; supineness in such cases being construed as acquiescence of the minority in the acts of the majority. This principle was applied to the following facts: A deed of trust was executed by the directors of a railroad company to secure bonds issued to themselves as creditors. The board next elected brought suit to annul the deed and bonds for want of consideration. Pending the suit, the trustees advertised the property for sale under the power in the deed. At the sale the property was purchased under a compromise between the bondholders and all of the stockholders, except the plaintiffs, by which it was agreed. that the suit should be dismissed, and that the purchaser should convey one portion in trust for the stockholders who had received no bonds. The trustee under the compromise, however, transferred the property to a new corporation, composed almost exclusively of persons who had never been stockholders in the old company. Under this state of facts the court held that eleven years having elapsed since the deed of trust, and seven years since the compromise, and the property having, in the meantime, been transferred seven times, including one under foreclosure of a mechanic's lien, plaintiffs have been guilty of such laches as barred their right to recover, and the fact that the acts complained of were ultra vires was immaterial. Action by Stockholder Against Trust Company to Have Bonds CancelledParties. In a suit by the stockholders of a railroad company to prevent a trust company, to whom a mortgage on the road has been given, from delivering some of the bonds secured by the mortgage, and to have such bonds cancelled, the trust company is a necessary party to the controversy. Mayer v. Denver, T. & Ft. W. R. Co., 41 Fed. Rep. 723. Acquisition by Railroad of Stock of Competing Company-Device to Evade Law. An insolvent construction company contracted to build a railway for a corporation, and received nearly all of the latter's stocks, bonds, and assets as security for its outlay. Without beginning the work, the persons in control of the construction company transferred all the stock to the persons managing another railway already in operation, among whom were the president and many of its directors. The funds of the latter corporation were used in purchasing the stock of the construction company, and in this manner the said stock, and the stock and assets of the projected road, were controlled by the same management as the road then in operation. The latter began at the same point, and ran for nearly the 44 A. & E. R. Cas.-18 same distance, and in the same general direction, as the projected line, which would be, when completed, a competing line. Held, that the evident purpose and effect of the transaction was to violate by indirection Const. Ga. art. 4, § 2, par. 4, rendering the purchase of the stock of one corporation by another, and any contract between them tending to lessen competition in their respective businesses or to encourage monopoly, illegal and void. Held, also, that equity will enjoin the carrying out of such an agreement, and will seize the assets of the insolvent construction company at the instance of persons who have loaned money to its president and sole manager to use in building the road, on the faith of his pledge of a share of the profits derived from the work; the company occupying as to them the relationship of derelict trustees. Langdon v. Branch, 37 Fed. Rep. 449. WINSFORD LOCAL BOARD V. CHESHIRE LINES COMMITTEE. (L. R. 24 Q. B. Div. 456.) Discontinuance of Passenger Traffic Power of Court to Require Company to Resume.-Under section 2, of the Railway & Canal Traffic Act, 1854, which provides that railway companies shall, according to their respective powers, "afford all reasonable facilities for the receiving and forwarding and delivering of traffic upon and from the several railways. etc., the Railway & Canal Commission has jurisdiction to require a railway company to resume passenger traffic on a part of its line, on which such traffic had been discontinued. BEFORE the Railway and Canal Commission. Application by the Local Board of the District of Winsford, Cheshire, for an order requiring the Cheshire Lines Committee to resume passenger traffic on the part of their lines between Cuddington and Over, the latter of which stations was within the district of the applicants, pursuant to §§ 1, 2, 3. of the Railway and Canal Traffic Act, 1854. The application stated that this part of the defendants' lines had been for some time used for both passenger and goods traffic, but that from November 30, 1888, passenger traffic had been discontinued upon it. The defendants took the preliminary objection that the Court had no jurisdiction to make the order applied for. Littler, Q. C., and C. A. Russell, for the defendants. Balfour Brown, Q. C., and Darlington, for the applicants. WILLS, J.-I have come to the conclusion that the Court 1. The English Railway and Canal Traffic Act, 1854, is given in full in the appendix to Vol. 27 Am. & Eng. R. Cas. at p. 21. Act-Interpretation of section 2. has jurisdiction to entertain this application. I have followed with the closest attention every part of the careful and elaborate argument which has been addressed Provisions of to us by the learned counsel for the defendant company, and I do not doubt that they have laid before us every consideration which could at all influence our minds in forming an opinion. We have, as it seems to me, to consider in the first place the language of the statute; in the second place the effect of the decisions. The material words of § 2 of the Railway and Canal Traffic Act, 1854, are "every railway company, canal company, and railway and canal company shall according to their respective powers afford all reasonable facilities for the receiving and forwarding and delivering of traffic upon and from the several railways and canals belonging to or worked by such companies respectively." By the interpretation clause the word "traffic" is to include "passengers and their luggage." If there had been no decision upon these words of § 2, I scarcely think that the question need have presented any great difficulty. Taken by themselves, they could scarely be read otherwise than as imposing on a railway company the obligation of affording, according to its powers, all reasonable facilities for dealing with-an expression which I use as an abbreviation of the longer phraseology of the Act-passenger traffic over the whole extent of its system. I see nothing to limit its application to selected parts of the system. But it is necessary to consider with great care what limitations, if any, have been imposed upon the meaning of this clause by decisions. In my own case this precau tion is especially necessary, for I must own cau duties of rail ways. that pri- Effect of Traf ma facie I was inclined to accede to the view which e Act on was put forward with so much ability by the defendant's counsel. It is, I think, essential to bear in mind that, prior to the passing of the Railway and Canal Traffic Act, 1854, the theory had always been that a railway was in the nature of a highway which the public had a right to use on payment of tolls, and that a railway company had an absolute discretion as to whether they would or would not become carriers, and as to what, if they became carriers, they would carry. This is the ground of the decisions of WOOD, V. C., which have been cited, and much of the earlier law on the subject is founded upon the same conception. If this state of things still existed, I have little doubt that the defendants would be right in their contention. But there is the authority of the court of appeal for holding on the other hand that the Act of 1854 made a most. material difference in the legal position of railway companies. Notwithstanding all the criticism which has been expended upon Dickson v. Great Northern Ry. Co., 18 Q. B. D. 176, I cannot doubt that the court of appeal in that case meant to lay down the broad proposition which I propose to apply in this case. The view which, as I understand, was there taken of the position of a railway company before and after the Act, was that before the Act a railway company not being a common carrier, and therefore not being a common carrier of dogs, was not bound to carry those animals at all, and therefore, if it did carry them, could do so upon any terms it chose to lay down; but that since the passing of the Act a railway company, at all events if it undertook the carriage of these animals, came under the 2nd section, and could only do this subject to the obligation to afford "reasonable facilities" for this kind of traffic over the whole extent of its system. I purposely limit my observation to the case in which the carriage of the particular class of traffic has been undertaken. The path of decision in matters of railway traffic is so thorny, and the consequences of unnecessary deviation may be so far reaching, that I think it more than usually desirable not to take one step outside the path that must be trodden in the particular case under consideration. But it is clear to my mind that if in that case the question before the court of appeal had related not to animal but to passenger traffic, and it had appeared that the company carried passengers, the decision would have been that it was bound under the 2nd section to afford "reasonable facilities" for passenger traffic, and that over the whole extent of its system. Decisions re viewed- This is, in my opinion, the plain effect of the judgments in Dickson v. Great Northern Ry. Co., 18 Q. B. D. 176. It has however, been suggested that, though this may be their plain effect, it cannot be their true meaning, because the present Master of the Rolls, who was one of the judges who decided the case, was with. Lord SELBORNE a member of the court which decided South-Eastern Ry. Co. v. Railway Commissioners and the Corporation of Hasting, 6 Q. B. D. 586, and Lord SELBORNE in his judgment in that case had spoken of the position of railway companies under the section in a manner alleged in argument to be impossible to reconcile with the judgments in Dickson v. Great Northern Ry. Co., 18 Q. B. D. 176, if they have the effect which I have attributed to them. If I thought this, I should undoubtedly pause and take time to consider whether the two cases can or cannot be reconciled. But I cannot see a trace of any conflict between either the decisions or the observations made in the two cases. The short passage alluded to in Lord SELBORNE'S judgment in the |