Page:Oregon Historical Quarterly vol. 3.djvu/327

Rh appears on the scene one S. G. Elliot from California, and who had made the survey in that state. Mr. Elliot kindly proposed to take over the whole business, and relieve the Oregonians of the trouble of building their end of the line. He had a grand scheme which he proposed to unfold to a select few of the incorporators in the Oregon company. He proposed to take possession of the Oregon Central Railroad Company, and, by a board of directors in favor of his scheme, enter into a contract with a fictitious concern known in the deal as "A. J. Cook & Company," for the construction of the road, and issue to Cook & Company $7,000,000 in stock and first mortgage bonds to the amount of $35,000 per mile of road for construction purposes; $2,000,000 of which stock should be preferred interest-bearing stock, and should be by Cook & Company transferred back to the Oregon board of directors for their perquisites in the matter and for the purpose of influencing legislation in Oregon.

When this scheme was proposed to Gaston he, under the advice of a large majority of the incorporators of the Oregon Central Company, rejected it and refused to be a party to it, and being in a position to defeat it, prevented the Oregon Central Railroad Company from being connected with it, and then the trouble commenced. Three of the incorporators out of twenty of the Oregon Central Company seceded, and with three other persons made and filed articles of incorporation on April 22, 1867, in the name of the Oregon Central Railroad Company.

Here then were two companies both claiming the same corporate name, when in law and equity there could be but one entitled thereto. The east side company was not only open to the objection that it had usurped the corporate name of a prior corporation, but also to the objection that it had violated the law of the state in its organization. For while its articles of incorporation provided for