Page:Federal Reporter, 1st Series, Volume 7.djvu/143

 POND V. SIBLET. 131 �and franchises, and the tolls and revenues derived therefrom, and thereby seeking to divest it of its right to operate, man- age, and control its line of railroad, and property and fran- chises connected therewith. By said contract of lease the entire road, property, and franchises of the Atlanta Com- pany are to be transferred to the control, and placed in the possession and use of, the Eichmond Company, and under its exclusive control and management, and the Eichmond Com- pany is required to run and operate said road and keep it in repair, and make certain bettermeuts thereon, and guaran- ties the payment of the interest on said mortgage and income bonds, and the payment of 5 per cent, on the stock of the Atlanta Company, and 6 per cent, on said stock when the gross earnings of the road of the Atlanta Company equal $1,500,000, and 7 per cent, on said stock when such grosa earnings equal $2,500,000. The complaint avers — �That the Atlaata Company is not authorized by its charter, or any of the acts incorporating it, to malce such a contract or lease, and is without power to make such a transfer of its property, rights, and franchises to the use, possession, and control of another railroad company, and that the Richmond Company is without legislative power or authority to accept such a contract or lease, or take the use, possession, control, and manage- ment of the property, road, and franchises of the Atlanta Company ; that no contract of lease, or of the kind sought to be executed by the Atlanta Company with the Richmond Company, can be made by a railroad corpo- ration without express legislative authority conferred on the companies seeking to make such contracta ; that there is an absence of such author- ity enabling either of said two corporations to consummate such a con- tract ; that the plaintifEs, as holders of the flrst mortgage bonds, are enti- tled in the same manner as stockholders to have a voice and take part in the management of the road and property of the Atlanta Company ; that their bonds are secured by mortgage on said road and property ; that they, as holders of such bonds, are entitled, as part of their security, to take part in the management of said road ; that by said contract of lease and transfer, should the same be consummated by the action of the board of directors and president, as authorized by the resolution of the stock- holders and bondholders, as aforesaid, the plaintiHs will be deprived of any right or power to take any part in the management of said company, and the property, rights, and franchises which are pledged by said com- pany as security for its bonds are transferred to another railroad corpo- ration, which is authorized to take and use said property for its own pur- pose, and in such manner as the president and directors of the Richmond Company shall determine ; that if said contract of lease shall be consum- mated, and said transfer be made to the Richmond Company, the plaintilla ��� �