TERBELL ". LEE.
41
The complainants and others, associated with one Best, became the purchasers, and the purchase was ratified by the court, and a deed was executed pursuant to the decretal order of the court, May 23,1882, conveying the property to Best and his associates, who thereupon executed the bonds. The decree provided that upon delivery of the deed Best and his associates should, in accordance with a statute of Virginia, be constituted a corporation under thE:' name of the" Washington & Western Railroad Company," and also provided that the special commissioners should have a lien upon the property for all unpaid purchase money represented by the bonds, to be enforced by a rule for a resale of the property. Default having been made in the, payment of the bonds, after possession of the property had been surrendered to the new corporation the court duly ordered a resale of the property, and on the 9th of May, 1883, the property was resold by the special commissioners to Oakman and Bates, who were the highest bidders at such resale, for the sum of $400,000. On ,an application made in ,the cause to confirm the resale, exceptions were 'filed by Best, alleging, among other things, that the property was sold at an inadequate price; that certain creditors, who were entitled to a diStributiveshareof the combined together to suppress competition at the bidding; and that other irregularities occurred. These exceptions were supported by affidavits. The exceptions were overruled, the proceedings on the resale were ratified,and the court made a'de<;ree for a conveyance to the purchasers on the resale. Subsequently the court directed the special commissioners to enforce payment of the bonds. They brought suit in this court, and have obtained a verdict. In the present bill the complainants allege that the resale was not conducted in good faith, and that, by a secret agreement and combination between parties holding 51-100 of the bonds, represented in the decree of foreclosure, and other capitalists, a scheme to suppress' competition was formed, and was carried out at the resale, and that, pursuant,to this agreement, the capitalists mentioned paid Oakman and Bates $86,000 more t.han the sum for which the property was struck off to them, and took a conveyance from them of the property. Theya!lege that at the resale the property was sold at an inadequate price. They do not allege that the special commissioners were parties toa scheme to suppress competition. They insist that if they are not entitled to any other relief they are entitled to have the amount due upon their bOl1ds reduced by the sum of $86,000. Among the papers used upon this motion is the stenographic report of the testimony introduced upon the trial of the suit at law, in which suit the present complainants set up as a defense substantially tbesame matters alleged in the'ir pres'ant bill; ,and upon the trial they were permitted to introduce full testimony, in reference to the alleged combination to suppress competition at the, resale. From tbis testimony it appears that Oakman and Bates .represented a party of bondholders who had associated together to pro,. teet their own interests in the foreclosure proceedings. When the 'resale was ordered, they determined: to bid in the property, unless it should bring as much as it did upon the original sale. Before the time of-the
FEDER4L ·
. vol.
40.
..resale they were approached by Martin, representing p.E!rsons known as the "Cooke Syndicate." Martin ,suggested that tb,e Cooke syndicate would, be wIDingt9 buy the property. of Oakman and in case the latter should buy it, and it was upally arranged that, if .Oakman and Bates should become the Cooke, syndiCate would take the property of them on terms by,;whichthey should rel,l.1ize as much as their bonljholdElrs. would' ,have if the money on the original sale hll.d been paid. Mr. ;Martin had distinctly stated that under no would the Cook,esyndicate beCOme bidders or pursale; that they woul<ibe willing to buy the. property from Oakman Rnd Bates, but they needed ater;m of credit which the terms of the, resale would not permit. The; Qakman and Bates party intended all alQng in the propertY;lj,t resale as cheaplyastheycpuld, unless some other· purchaser was willing .10: bid the price at which it was origipally s.old.They intendedto,pl'Qtect themselves,so that they would get as IDuch.as they would ha",e,got originally. The a,rl'angement with the Cooke syndicate couldhav,e in£luence upontpe bidding at .tlw resale, .not havebiq any circuml!tances.Theti/.'rangement Wfl,8 a'· perfectly one on the part of Oakman and&tes to protect the interests of their party.·:Tl;tere is tes.timQuyalso QfMr. Miller, who wM& bondholder, Qut,lilotof the Oak;,man and Batesiparty, whohad;;tded"to form. a syj,adi9ate to buy the ,:property in oJ:der to protect his Ci)"'ll, interests. . that he confer.l'ed with ¥artin, and made an: aJ:'ra.ngement with:hj)n by which he was to haYe, :an; eighth interest property, on the ;basis of th.e price :which ,the Cooke· syndicate migbt;hll-ve to pa.y for'jt. According to his ,teatimony this fl,rJ;angement waspl'pugM about upon. his repref1en.tations ;to Martin ,thath!'l would otherwise. bid' at the and. in order to pre. vent him froD:l:doing so. After the Cooke syndicate,ll.(lquired the propMlllerrefused to.taj{e the, eighth interest on the. basis of$486,000, ;(the .price they ;paid,) because .11e: tpo,ught .it wall. too much. .He was ',notwilling to corne in on.a that of $400:;000, claiming that have ,bqught it foro.go09.; deal, less than $400,000. . .,:Upon sucb sease, if the cltl,lEjewere here on fiJ;lal. hearing the court ,would not vacaterthe sale, 0;11 grant the complainRD,tsa,J;ly relief. It is apparent that :Miller would not haYe bid, more than was bid by Oakman and Bates,Jlnd ,there is nothing;w. justify the inference that anybody !else would have bid more. ltwas entirely competent for the bond:holdersl':epresented by Oakman and Bates to combine for the protection .()ftheir intereats,(Kearney v. Taylor. 15 How. 494j) and equally com.petent for them to make all a.rrallgeltlent in advanceby.which, in case .. be bought by them; they shQ.uld dispose of it at,an l8dv,l,tnce. 10 by the.ar.rangement, did they have any interest competition. It walil.just as much,fheit interest to, have .,the propeJ'tyhri.ng the highest pdeeohtainableasit would. have been if itherehad:be-en no such a.rrangement.. Such agreementS are not illegal lunless meant to prevent and, induce a of the ,prop-
,eDiy. sold;
Wieken Vi H(YjYpOck,6 Wall. ,94. .
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