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 FLAGG V. MANHATTAN BY. CO. 433 �in the new arrangement. By that agreement the claims of the Man- hattan for the $13,000,000 are released. But, whatever conclusion now a judicial tribunal would come to, on proofs, as to whether the new arrangement was a wise and proper one for the Metropolitan to make, it is sufficient to say that, on the evidence now presented as to what was before the directors of the Metropolitan, and as to their action, they had a right to think, in good faith, that they were doing what was most judicious for their stockholders, and they did what they did in good faith. �5. It is contended that a fictitions necessity was created, and that the stockholders of the Manhattan would have come forward to extri- cate it from its dif&oulties. I see no evidence of this. The directors of the Metropolitan had this question before them, necessarily, and passed upon it and acted in view of it. �6. It is alleged in the bill that Messrs. Sage and Gould, while act- ing as directors of the Metropolitan to make the new arrangement in its behalf, were large holders of the stock of the Manhattan Company, and that Mr. Field was at the time a large shareholder in the Man- hattan. The directors of the Metropolitan who voted to approve the agreement of October 22d were Messrs. Sage, Gould, Connor, Sloan, Dillon, Navarro, Stout, Dodge, and Porter. Mr. Garrison was absent. Mr. Kneeland voted in the negative. Leaving out Messrs. Sage, Gould, and Connor, six of the ten present voted in f avor of the agree- ment. As to the Bupplemental agreement, there were ten directors present, Mr. Sloan being absent. Mr. Stout did not vote. Of the nine voting, Messrs. Sage, Gould, Dillon, Navarro, Connor, Dodge, Porter, and Garrison voted to approve the supplemental agreement, and Mr. Kneeland voted in the negative. Leaving out Messrs. Sage, Gould, and Connor, five of the nine voting voted to approve the sup- plemental agreement. There were eleven directors in all. Nothing is alleged in impeachment of the positions of Messrs. Sloan, Dillon, Navarro, Garrison, Stout, Dodge, or Porter. Therefore, whatever may be shown as to the positions of Messrs. Gould, Sage, and Connor, the legal aspect of the transaction is not aflfected. �Mr. Gould was elected a director of the Metropolitan on July 9, 1881. He states that at the time of making the settlement of Octo- ber 22d he had an interest of 2,500 shares in the Metropolitan, and of 5,000 shares in the New York, bis cash investment for the two being $710,354.21, while bis actual cash investment in the Manhat- tan was $599,031.25. V.10,no.4— 28 ��� �