Page:Federal Reporter, 1st Series, Volume 10.djvu/441

 FLAGG V. MANHATTAN RY. CO. 429 �The Lill is not sigued or verified by any of the plaintills. It is signed by the plaintiffs' solicitors, and the affidavit of one of them is appended to it to the efEect that he bas read the bill ; that the facts therein stated are true to the best of bis knowledge and belief ; that the ownership by the plaintiffs of the shares of stock, as alleged, bas been stated by them in petitions signed for the purpose of being admitted to the benefit of the suit of Gillett against the same defend- ants ; and that the reason why such verification is not made by the plaintiffs is their absence from the state, Those petitions are not brought before this court. �The two agreements of Ootober 22d are signed by the New York, by said i'ield, as president ; by the Metropolitan, by said Sage, as pres- ident ; and by the Manhattan, by R. M. Gallaway, as president. �The plai^ntiffs now move for a preliminary injunction to the pur- port prayed in the bill. The motion is supported and opposed by affidavits. The facts hereinbefore set forth are free from dispute. The bill is brought by the plaintiffs in their own behalf, and in behalf of all others, shareholders in the Metropolitan, similarily situated with the plaintiffs, who may come in and contribute to the expanses of this suit and consent to be bound by the decree herein. A holder of 50 shares of the stock, bought in February, 1881, makes oath that he bought them with the knowledge of, and in reliance on, the guar- anty of the Manhattan, and knowing that he had an interest in the earnings of the Manhattan after the payment of the guaranty to the leased Unes and divideuds on the Manhattan stock. A holder of 148 shares of the stock, bought in 1880, makes oath that the inducement to him to purchase it was the said guaranty and the positions of equality of the New York and the Metropolitan, and that the action of the directors of the Metropolitan in reducing the dividend on said stock was without his consent, and is a great damage to him, and is illegal and void. These affidavits may be regarded, perhaps, as sup- plying the defect in the verification of the bill. �1. The principal ground urged in support of the motion is that the agreements of October 22d impair vested rights of the stockholders of the Metropolitan ; that each stockholder has for himself such vested rights, and that these rights cannot be impaired as to him without his consent. It is urged that after the Metropolitan lease was executed there was no property left to it upon which anything in the nature of a dividend-paying stock could be based, except the revenue to be derived from the terms of the lease; that the value of the capital stock consisted wholly in such revenue; that the $162,500 to be paid ��� �