Page:Federal Reporter, 1st Series, Volume 5.djvu/167

 BTEWa.BT V. CHE3APEAEB & OHIO OANAL CO. 155 �from adverse control, and of ability to economically manage its business and eam revenue, suoh as it bas not heretofore enjoyed, and from which the bondholders will reap immedi- ate benefit. Without now considering these questions in ail their bearings, it is suflûcient for the purposes of this motion to consider the standing of the complainant with regard to these expenditures. These acquisitions have not been under- taken secretly. They bave been considered and discussed in the published reports made by the president and directors to the stockholders for some 10 years past, and committeea have been appointed who have reported on them. It may be fairly said that the complainant, through his representatives and agents, at stockholders' meetings and otherwise, bas had full notice of the intention of the corporation to acquire these terminal facilities, and of the reasons for so doing. He never raised his voice in protest before these acquisitions were consummated, and it does not seem to us that he can now be heard to say, with any force, that they were such a wrong upon his rights under the mortgage, and evince such a reck- less disregard of them, that the court should, in consequence, oust the corporation from possession and management. �The construction of the telephone along the line of the canal, the cost of which, it is charged, was an unlawful di- version of revenue which should have been paid to the bond- holders, was, it appears to us from the testimony, a reasona- ble expenditure for a very great convenience, tending directly to preserve the existence of the canal by affording means of giving immediate notice of breaks and leaks, which, if not quickly repaired, resuit in great damage and interruption of business. The proof fuUy explains the dangerous delays and difficulties attending the former praotice of sending notice of leaks by messengers to the nearest superintendent, and the saving which is accomplished by the speedier method ; and the proof also shows that with the use of the telephone a less number of superintendents is required, which results in a con- siderable saving of annual expense. �We come now to consider a misappropriation of income which the proof does fully sustain, and that is the payment ����