your orator's plan appropriated by said Ryan as aforesaid, the capital stock of the new company would be represented by and part of it given in payment for the property, good-will and cash assets of the firms, corporations and individuals which should make up the new company and on whose plants options had been obtained by your orator, and appropriated by said Ryan as aforesaid. This plan was carried out by said Ryan and his agents.

VI. Your orator charges and shows that the acts and doings of said Thomas F. Ryan in this regard, in availing himself of the information, options, materials, knowledge, plans, schemes, propositions and property which your orator, after years of labor, and great expenditure of money, had collected together, and had only disclosed to said Ryan and delivered to him in trust and upon agreement and understanding on the part of said Ryan that he would join your orator in the said scheme and share with him in the profits arising therefrom, are contrary to equity and good conscience, and that the said Ryan should account to your orator for your orator's share of any and all profits that have been reaped by him from or in connection with the promotion and exploitation of the said United Lead Company, and should be directed to pay over to your orator, your orator's share thereof.

To the end therefore that the said Thomas F. Ryan may, without oath, (an answer under oath being hereby waived), full, true and perfect answer make to all and singular the matters and things hereinbefore stated, and more particularly that he may discover and specifically set forth whether it is not true that he did, after listening to your orator's description of his said plan and proposition, refer your orator to William H. Page, Jr., in order that a thorough examination might be made of the project and whether or not the said Page did not bring to his attention a statement or plan handed to him. by your orator, and whether or not the said Ryan did not, through the intervention of the said Grant Hugh Browne, or the said Edward Lauterbach, Esquire, or other agents or attorneys, enter into negotiations with and procure options upon the properties of the companies, or business interests hereinabove named, and others unknown to your orator, for the purpose of uniting them into a combination of lead interests subsequently known as the United Lead Company, and whether the United Lead Company was not formed at his inspiration, and under his direction, and what interest, if any, the said Thomas F. Ryan has in the stock or securities of the said United Lead Company, and how much he paid for the same, and how much the same are worth in the market, and that the said Thomas F. Ryan may specifically discover and set forth how much profit, secret and other

wise, he has made by his connection with the enterprise known as the United Lead Company, and more particularly from the promotion and exploitation thereof, and that an accounting may be had, and that the said Thomas F. Ryan may be decreed to pay over to your orator, your orator's share of such profits as joint adventures and through the wrongful use and sale of your orator's property as aforesaid, and that your orator may have such other relief as to your honor shall seem meet and shall be agreeable to equity and good conscience,

May it please your honor, the premises considered, to grant unto your orator, the state's writ or writs of subpoena, issuing out of and under the seal of this honorable court, to be directed to the said Thomas F. Ryan, commanding him, by a certain day and under a certain penalty therein to be expressed, to be and appear before your honor in this honorable court, then and there to answer all and singular the said premises, and to stand to, abide by, and perform such order and decree therein as to your honor shall seem meet, and shall be agreeable to equity and good conscience.

And your orator, as in duty bound, will ever pray, etc.

MCCARTER & ENGLISH, Solicitors for and of Counsel with Complainant.

JOHN C. F. GARDNER,

ROBERT H. MCCARTER,

Of Counsel.

STEEL RAIL POOL1

The Steel-Rail Pool.-By far the most important pool organization in the steel industry at this time was that in steel rails. This pool was formed on August 2, 1887, and, while it was dissolved in 1893, it was speedily renewed and continued in existence until the early part of 1897. The general nature of this pool may perhaps best be indicated by reproducing the following copy of the memorandum of agreement:

Memorandum of agreement, entered into August 2, 1887, by and betweeen the North Chicago Rolling Mill Company, the Cambria Iron Company, the Pennsylvania Steel Company, the Union Steel Company, the Lackawanna Iron & Coal Company, the Joliet Steel Company, the Western Steel Company, the Cleveland Rolling Mill Company, Carnegie, Phipps & Co., Limited; the Bethlehem Iron Company, the Scranton Steel Company, the Troy Steel & Iron Company, the Worcester Steel Works and the Springfield Iron Company.

We, the before-named companies and corporations, manufacturers of steel rails, hereby mutually agree one with the other, that we will restrict our sales and the product of steel rails to 50 pounds to the yard and upward, applying to orders taken by us and to be delivered by us or from our respective works during the year 1888, as hereinafter allotted and limited; and we respectively bind ourselves not to sell in excess of our current allotments, without first obtaining the consent of the Board of Control thereto that is to say:

It is agreed there shall now be made an allotment of 800,000 tons of rails, which shall be divided and apportioned to and among the several parties hereto to be sold by them during the year 1888, upon the following basis of percentages, to wit: North Chicago Rolling Mill Company, 121⁄2 per cent; Pennsylvania Steel Company, 9 8/10 per cent; Bethlehem Iron Company, 9 per cent; Carnegie Bros. & Co., Limited, and Carnegie, Phipps & Co., Limited (jointly), 13 5/10per cent; Joliet Steel Company, 8 per cent; Lackawanna Iron & Coal Company, 8 per cent; Cambria Iron Company, 8 per cent; Scranton Steel Company, 8 per cent; the Union Steel Company, 8 per cent; Cleveland Rolling Mill Company, 4 8/10 per cent; Troy Steel & Iron Company, 45/10 per cent; Western Steel Company, 45/10 per cent; Worcester Steel Works, 14/10 per cent.

And in addition to the said allotment of 800,000 tons of rails

1 Report of Commissioner of Corporations on the Steel Industry, Washington, 1911, Part I, pp. 68-71.

above allotted, an additional allotment of 250,000 tons is hereby made and allotted to the Board of Control, to be reallotted and reapportioned by it, as and to whom it may deem equitable, in the adjustment of any differences that may arise. It being also further agreed that all subsequent allotments of rails hereafter made, to be sold, divided and apportioned to the several parties hereto in the same ratio of percentages as said apportionment of 800,000 tons is herein divided and apportioned.

It is further agreed, that the Board of Control shall, from time to time, make such further allotments as shall be necessary to at all times keep the unsold allotments at least 200,000 tons in excess of the total current sales, as shown by the monthly reports of sales. This is to be in addition to the then unappropriated part of the 250,000 tons herein before allotted to the Board of Control to adjust differ

ences.

It is further agreed, on the first day of April, July and October the Board of Control are authorized and directed to cancel such part of the unmade allotments of the respective parties hereto as they the said Board of Control shall determine such party unable to make in due time, and all allotments so canceled the Board of Control shall have the right to reallot to any of the other parties hereto; it being understood that all such cancellations shall apply only to allotments standing to the credit of the respective parties hereto on the dates above named, but no reallotment as aforesaid shall be made by the Board of Control to any of the parties hereto for the purpose of enabling them, or any of them, to make and sell rails from foreign made blooms.

It is further agreed, that all transfers of parts of allotments from one party to another shall be made by the Board of Control.

It is further agreed, that there shall be made by the Board of Control, consisting of three members, namely, Orrin W. Potter, Luther S. Bent and W. W. Thurston, who shall have power to employ a paid secretary and treasurer.

It is further agreed, that the Board of Control, upon the written consent of 75 per cent of the percentages as hereinbefore named, shall increase the allotments for the year 1888, and such increase shall be allotted to the parties hereto as hereinbefore provided.

It is further agreed, that each party whose name is hereunto annexed shall and will make monthly returns to the Board of Control of all contracts for delivery of rails of 50 pounds to the yard and upward during the year 1888, and also of all shipments of such rails made by them during the said year; a copy of such returns shall' be furnished to each party hereto.

It is further agreed, that all the parties hereto shall and will, on or before January 15, 1888, make a written return to the Board of Control of all rails of 50 pounds to the yard and upward (designating the weight), whether the same are sold, and if sold, on what order they apply.

It is further agreed, that the Board of Control shall have the right whenever they deem it expedient to convene a meeting of the parties hereto, and they shall give at least ten days' previous notice of all, meetings, and any business transacted at such meetings, and receiving 75 per cent of the votes present thereat, either in person or by proxy, shall be binding on all the parties hereto, excepting as to a change in percentages as aforesaid.

The Board of Control shall be required to call a meeting of the parties hereto when requested so to do in writing, signed by any three of the contracting parties, but such request and such notice shall state the object for which such meeting is called.

It shall be the duty of the Board of Control to have a proper record kept of all the returns made to it, with power from time to time to change the form of return as they may deem expedient.

The Board of Control shall have authority to levy an assessment, pro rata to the allotted tonnage, to defray the actual expenses made necessary to carry out this agreement.

It is further agreed, that we will, respectively, immediately make return to the Board of Control of all rails of 50 pounds to the yard and upward which we are now under contract to deliver during the year 1888, said return to state to whom such rails are sold and when they are to be delivered.

North Chicago Rolling Mill Company, by O. W. Potter, president; Cambria Iron Company, by E. Y. Townsend, president; Pennsylvania Steel Company, by Luther S. Bent, vice-president; the Union Steel Company, by H. A. Gray, secretary and treasurer; Lackawanna Iron & Coal Company, by B. G. Clarke, vice-president; Joliet Steel Company, by W. R. Stirling, treasurer; Western Steel Company, by A. M. Wilcox, president; Cleveland Rolling Mill Company, by Wm. Chisholm, president; Carnegie Bros., Limited, by D. A. Stewart, V. C.; Carnegie, Phipps & Co., Limited, by John Walker, chairman; the Bethlehem Iron Company, by Wm. W. Thurston, vice-president; the Scranton Steel Company, by W. W. Scranton, president; Troy Steel & Iron Company, Selden E. Marvin, secretary; Worcester Steel Works, by Samuel D. Nye, manager; the Springfield Iron Company, by Charles Ridgely, president.