Tutt and Mr. Tutt - Arthur Train
"Do you know how he got his stock?"
"No, sir."
"That is all. Go on, Mr. Tutt."
Doc sat down while Mr. Tutt again unhooked his lank form.
"To resume where I was interrupted, Your Honor, the directors
controlling a majority of the stock of this corporation, the capital of
which is ten millions of dollars, have made a contract to sell all of
its properties to another corporation, organized by themselves and
capitalized for one million, for the sum of one hundred and twenty-five
thousand dollars!
"It is true that in their plan of reorganization they offer to permit
any stockholder in the old corporation to subscribe for stock in the new
at par--thus at first glance placing all upon what seems to be an
equality; but any stockholder who does not see fit to subscribe or
cannot afford to do so is wiped out, for there will be nothing left in
the way of assets in Horse's Neck after the transfer is completed.
"Now these gentlemen have underwritten the stock in the new Lallapaloosa
Company at fifty cents upon the dollar, and if this nefarious deal is
permitted to go through they will thus acquire a property worth ten
millions for five hundred thousand dollars, of which they will use only
one hundred and twenty-five thousand in payment of old indebtedness. In
effect, they confiscate the equity of all the minority stockholders in
Horse's Neck who cannot afford to subscribe for stock in Lallapaloosa."
He turned upon the uncomfortable tall hats with an arraigning eye.
"In the criminal courts, Your Honor, such a conspiracy would be
properly described as grand larceny; in Wall Street perchance it may be
viewed as high finance. But so long as there are courts of equity such a
wrong upon a helpless stockholder will not go unrebuked. Have I made
myself clear to Your Honor?"
Judge Pollak looked interested. He was a man famous for his protection
of helpless minorities and his court had been selected by Mr. Tutt on
this account.
"If the facts are as you state them, Mr. Tutt," he answered seriously,
"the plan on its face would seem to be inequitable. If the property is
worth ten million the consideration is palpably inadequate. Your
client's equity, worth on that basis at least one hundred thousand
dollars, would be entirely destroyed without any redress."
"Your Honor," burst out Mr. Chippingham, whose bald head had been
bobbing about in excited contiguity with the tall hats, "this is a most
misleading statement. The assets of Horse's Neck aren't worth a hundred
thousand dollars. And if any of the minority don't want to come into the
reorganization--and I assure Your Honor that we would welcome their
participation--they can have their equity appraised under the laws of
Delaware and the finding becomes a lien on the assets even after they
have been transferred."
"What relief does that give a man like Mr. Barrows?" shouted Mr. Tutt.
"He can't afford to go down to Wilmington with a carload of books and a
corps of experts to prove the value of Horse's Neck. It would cost him
more than his stock is worth!"
"That remedy is not exclusive, in any event," declared the judge. "If
this complainant is going to be defrauded I will enjoin this contract
_pendente lite_ and appoint a receiver."
"Your Honor!" protested Chippingham in great agony. "It is not the fact
that this mine is worth ten million. It isn't worth at the most more
than one hundred thousand. It is, full of water, the machinery is rusted
and falling to pieces and the workings are practically exhausted. The
only way to rehabilitate this property is for everybody to come in and
put up enough money by subscribing to the stock of the new corporation
to pump it out, buy new engines and start producing again. Is it fair to
the majority, who are willing to go on, put up more money, and make an
attempt to save the property, to have this complainant--an ex-convict
who never paid a cent for his stock, dug up from heaven knows
where--enjoin their contract and throw the corporation into the hands of
a receiver? This is nothing but a strike suit. I repeat--a strike suit!"
He glowered breathless at his adversary.
"Oh! Oh!" groaned Mr. Tutt in horrified tones.
"Gentlemen! Gentlemen!" expostulated the court. "This will not do!"
"I beg pardon--of the court," stammered Mr. Chippingham.
"Your Honor," mourned Mr. Tutt, "I have practised here for thirty years
and this is the first time I have ever been insulted in open court. A
strike suit? I hold in my hand"--he waved it threateningly at the tall
hats--"a circular issued by these directors less than five years ago, in
which they give the itemized value of this property as ten million
dollars. Shortly after that circular was issued the stock sold in the
open market at one dollar and ninety cents a share. In two years it sank
to ten cents a share. Will a little water, a little rust, a little
trouble with labor reduce the value of a great property like this from
ten millions of dollars to one hundred thousand--one per cent of its
appraised value? Either"--he fixed Chippingham with an exultant and
terrifying glance--"they were lying then or they are lying now!"
"Let me look at that circular," directed Judge Pollak. He took it from
Mr. Tutt's eager hand, glanced through it and turned sharply upon the
quaking Chippingham.
"How long have you been attorney for Scherer, Hunn, Greenbaum & Beck?"
"Twelve years, Your Honor."
"Who is Wilson W. Elderberry?"
"He is the secretary of the Horse's Neck Extension, Your Honor."
"Is he in court?"
From a distant corner Mr. Elderberry bashfully rose.
"Come here!" ordered the court. And the Pooh-Bah of the
Scherer-Hunn-Greenbaum-Beck enterprises came cringing to the bar.
"Did you sign this circular in 1914?" demanded Judge Pollak.
"Yes, Your Honor."
"Were the statements contained in it true?"
Elderberry squirmed.
"Ye-es, Your Honor. That is--they were to the best of my knowledge and
belief. I was, of course, obliged to take what information was at
hand--and--er--and--"
"Did you sign the other circular, issued last month, to the effect that
the mine was practically valueless?"
"Yes, sir." Elderberry studiously examined the moldings on the cornice
of the judge's canopy.
"Um!" remarked the court significantly.
There was a flurry among the tall hats. Then Mr. Greenbaum sprang to his
feet.
"If you please, Your Honor," he announced, staccato, "we entirely
disavow Mr. Elderberry's circular of 1914. It was issued without our
knowledge or authority. It is no evidence that the mine was worth ten
millions or any other amount at that time."
"Oh! Oh!" choked Mr. Tutt, while Miss Wiggin giggled delightedly into
her brief case.
Judge Pollak bent upon Mr. Greenbaum a withering glance.
"Did your firm sell any of its holdings in Horse's Neck after the
issuance of that circular?"
Greenbaum hesitated. He would have liked to wring that judge's neck.
"Why--how do I know? We may have."
"_Did_ you?"
"Say 'yes,' for God's sake," hissed Chippingham "or you'll land in the
pen!"
"I am informed that we did," answered Greenbaum defiantly. "That is, I
don't _say_ we did. Very likely we did. Our books would show. But I
repeat--we disavow this circular and we deny any responsibility for this
man, Elderberry."
This man, Elderberry, who for twelve long years had writhed under the
biting lash of his employer's tongue, hating him with a hatred known
only to those in subordinate positions who are bribed to suffer the
"whips and scorns of time, the oppressor's wrong, the proud man's
contumely," quivered and saw red. He was going to be made the goat!
They expected him to take all the responsibility and give them a clean
slate! The nerve of it! To hell with them! Suddenly he began to cry,
shockingly, with deep stertorous suspirations.
"No--you won't!" he hiccuped. "You shan't lay the blame on me! I'll tell
the truth, I will! I won't stand for it! Your Honor, they want to
reorganize Horse's Neck because they think there's a vein in Amphalula
that crosses one of the old workings and that it'll make the property
worth millions and millions."
Utter silence descended upon the court room--silence broken only by the
slow ticktack of the self-winding clock on the rear wall and the whine
of the electric cars on Park Row. One of the tall hats crept quietly to
the door and vanished. The others sat like images.
Then the court said very quietly: "I will adjourn this matter for one
week. I need not point out that what has occurred has a very grave
interpretation. Adjourn court!"
* * * * *
Old Doc Barrows, the two Tutts and Miss Wiggin were sitting in Mr.
Tutt's office an hour later when Willie announced that Mr. Tobias
Greenbaum was outside and would like an interview.
"Send him in!" directed Mr. Tutt, winking at Miss Wiggin.
Mr. Greenbaum entered, frowning and without salutation, while Doc
partially rose, moved by the acquired instinct of disciplinary
politeness, then changed his mind and sat down again.
"See here," snarled Greenbaum. "You sure have made a most awful hash of
this business. I don't want to argue about it. We could go ahead and
beat you, but Pollak is prejudiced and will probably give you your
injunction and appoint a receiver. If he does, that will knock the whole
property higher than a kite. Nobody would ever buy stock in it or even
finance it. Now how much do you want to call off your suit?"
"Have a stogy?" asked Mr. Tutt politely.
"Nope."
"We want exactly one hundred thousand dollars."
Greenbaum laughed derisively.
"A hundred thousand fiddlesticks! This old jailbird swindled another
crook, Bloom--"
"Oh, Bloom was a crook too, was he?" chuckled Mr. Tutt. "He worked for
your firm, didn't he?"
"That's nothing to do with it!" retorted Greenbaum angrily. "Your
swindling client traded some bum stock in a fake corporation for Bloom's
stock, which he received for bona fide services--"
"Like Elderberry's?" inquired Tutt innocently.
"Your man never paid a cent for his holdings. That alone would throw
him out of court. The mine isn't worth a cent without the Amphalula
vein. We're taking a big chance. You've got us down and we've got to
pay; but we'll pay only ten thousand dollars--that's final."
"I ain't any more of a swindler than you be!" said Doc with plaintive
indignation.
"What do you wish to do, Mr. Barrows?" asked Mr. Tutt, turning to him
deferentially.
"I leave it entirely to you, Mr. Tutt. It's your stock; I gave it all to
you months ago."
"Then," answered Mr. Tutt with fine scorn, "I shall tell this miserable
cheating rogue and rascal either to pay you a hundred thousand dollars
or go to hell."
Mr. Tobias Greenbaum clenched his fists and cast a black glance upon the
group.
"You can wreck this corporation if you choose, you bunch of dirty
blackmailers, but you'll get not a cent more than ten thousand. For the
last time, will you take it or not?"
Mr. Tutt rose and pointed toward the door.
"Kindly remove yourself before I call the police," he said coldly. "I
advise the firm of Scherer, Hunn, Greenbaum & Beck to retain criminal
counsel. Your ten thousand may come in handy for that purpose."
Mr. Tobias Greenbaum went.
"And now, Miss Wiggin, how about a cup of tea?" said Mr. Tutt.
The firm of Tutt & Tutt claimed to be the only law firm in the city of
New York which still maintained the historic English custom of having
tea at five o'clock. Whether the claim had any foundation or not the tea
was none the less an institution, undoubtedly generating a friendly,
sociable atmosphere throughout the office; and now Willie pulled aside
the screen in the corner and disclosed the gate-leg table over which
Miss Wiggin exercised her daily prerogative. Soon the room was filled
with the comfortable odor of Pekoe, of muffins toasted upon an electric
heater, of cigarettes and stogies. Yet there was, and had been ever
since their conversation about the hat, a certain restraint between Miss
Wiggin and Mr. Tutt, rising presumably out of her suggestion that his
course savored of blackmail, however justified it had afterward turned
out to be.
"My, isn't this nice!" murmured Doc, trying unsuccessfully to eat a
muffin, drink his tea and do justice to a stogy at the same time. "It's
so homy now, isn't it?"
"Doc," answered Mr. Tutt, "did you really want that ten thousand?"
"Me?" repeated Doc vaguely. "Why, I told you I gave that stock to you
long ago. It isn't mine any longer. Besides, I don't want any money.
I'm perfectly happy as I am."
Mr. Tutt laughed genially.
"Oh, well," he said, "it's no matter who owns it. Elderberry just
telephoned me that he had received a telegram from the Amphalula that
the vein had definitely run out. It's all over--including the shouting."
"Elderberry telephone you?" queried Miss Wiggin in astonishment.
"Yes, Elderberry. You see, he's done, he says, with Scherer, Hunn,
Greenbaum & Beck. Wants to turn state's evidence and put 'em all in
jail. I've said I'd help him."
"Then why didn't you take the ten thousand and call it quits while the
getting was good?" demanded his partner icily.
"Because I knew I'd never get the ten anyway," replied Mr. Tutt.
"Greenbaum would have learned about the vein on his return to the
office."
"Well, I must be getting along back to Pottsville!" mumbled Doc. "This
has been a very pleasant trip--very pleasant; and quite--quite--exciting.
I--"
"What I'd like to know, Mr. Tutt," interrupted Miss Wiggin, "is how you
justify your course in this matter. When you attempted to block this
proposed reorganization you knew nothing about the Elderberry circular
of 1914 valuing the property at ten million, or of the Amphalula vein.
On its face you were attempting to wreck a perfectly honest piece of
financiering, and unless it was a strike suit--which I hope and pray it
wasn't--"
"Strike suit!" protested Mr. Tutt with a slight twinkle in his eye. "How
can you suggest such a thing! Didn't the events demonstrate the wisdom
of my judgment?"
"But you didn't know what was going to happen when you began your suit!"
she argued firmly. "I hate to say it, but I should think that if
everything had not come out just as it has your motives might easily
have been misconstrued."
"It was a matter of principle with me, my dear," declared Mr. Tutt
solemnly. "Just to show there's no ill feeling, won't you give me
another cup of tea?"