like David without his sling or Samson without his hair. I should be
merely Tutt, a criminal lawyer--one of a multitude--regarded perhaps as
a shyster. But in these robes of my high office I am a high priest of
the law; just as you, my dear girl, are one of its many devoted and
worthy priestesses. Can you imagine me going to court in a bowler hat or
arguing to the jury in a cutaway coat or bobtail business suit? Can you
picture Ephraim Tutt with his hair cut short or in an Ascot tie, any
more than you can envisage him in riding breeches or wearing lilacs? No!
There is but one Mr. Tutt, and these are his only garments. He who
steals my hat may steal trash, but without it I should be like a
disembodied spirit unable to return to my earthly dwelling-place.
"A paltry hundred thousand?
"Nay, without my hat--my helmet!--I should be valueless to myself and
everybody else; so estimate my worth and you can assay the value of my
hat. What am I worth in your opinion?"
And then Miss Wiggin, having glanced cautiously if quickly round, made a
most astonishing declaration.
"Just about a million times more than anybody else in the whole world,
you old dear!" she whispered and rising upon her toes she kissed his
wrinkled cheek.
"Dear me! You really mustn't do that!" gasped Mr. Tutt.
"Well," she retorted, "you can discharge me if you like. But first sit
down, light a cigar and let me tell you something."
Mr. Tutt did as he was bid, chuckling.
"Well," said Miss Wiggin, "there is such a thing as Horse's Neck
Extension after all!"
"Um--you don't say?" he answered, struggling to make his stogy draw.
"And it has an office with about a hundred other corporations of various
kinds--most of them with names that sound like the zoo--Yellow Wildcat,
Jumping Leapfrog, and that sort of thing. It seems Horse's Neck is
played out and they are going to reorganize it--"
"Who are?" demanded her employer, suddenly sitting erect.
"Scherer, Hunn, Greenbaum & Beck."
"The dickens they are!" he ejaculated. "That bunch of pirates? Not if I
know it!"
"Why not?"
"Reorganize! Reorganize? Reorganization is my middle name!" cried Mr.
Tutt. "So Scherer, Hunn, Greenbaum & Beck are going to reorganize
something, are they? Let 'em try! Not so long as I've got my hat!"
"This is all very enigmatical to me," replied Miss Wiggin. "But then,
I'm only a woman. Aren't they all right? Why shouldn't they reorganize a
mine if it's exhausted?"
"If it's exhausted why do they want to reorganize it?" he demanded,
climbing to his feet. "Let me tell you something, Minerva! All my life
I've been fighting against tyranny--the tyranny of the law, the tyranny
of power, the tyranny of money."
He drew fiercely on his stogy, which being desiccated flared like a
Roman candle.
"You don't need to tell me what this plan of reorganization is; because
they wouldn't propose one unless it was going to benefit them in some
way, and the only way it can be made to benefit them is at the expense
of the other stockholders. _Quod erat demonstrandum_."
Mr. Tutt seemed to have become distended somehow and to have spread over
the entire wall surface of his office like the genie which the
fisherman innocently permitted to escape from the bottle.
"There isn't one reorganization scheme in a hundred that isn't crooked
somewhere."
"According to that, if a business is unsuccessful it ought to be allowed
to go to pot for fear that somebody might make a profit in putting it on
its feet," she countered. "I think you're a violent, irascible,
prejudiced old man!"
"All the same," he retorted, "show me a reorganization scheme and I'll
show you a flimflam! What's this one? Bet you anything you like it's as
crooked as a ram's horn. I don't have to hear about it. Don't want to
read the plan. But I'll bust it--higher than Hades. See if I don't!"
He spat the remaining filaments of his stogy from the window and fished
out another.
"How do we come into it, anyhow?" he demanded.
"Doctor--I mean Mister Barrows," replied Miss Wiggin.
"Oh, yes. Of course. Well, you send for him to come down here and sign
the papers."
"What papers?"
"The complaint and order to show cause."
"But there isn't any."
"There will be, all right, by the time he gets here."
Miss Wiggin looked first puzzled and then pained.
"I don't understand," she said rather stiffly. "Do you mean that the
firm of Tutt & Tutt is going to engage in the enterprise of trying to
break up a plan of reorganization without knowing what it is? Won't you
lay us all open to the accusation of being strikers?"
Mr. Tutt's ordinarily brown complexion became slightly tinged with
purple.
"Let the court decide!" he cried hotly. "You say Scherer, Hunn,
Greenbaum & Beck are proposing to reorganize a mining company? You admit
we hold some of the stock? Well--as the natural-born and perennial
champion of the outraged minority--I'm going to attack it, and bust it,
and raise heck with it--on general principles. I'm going to throw that
damned old hat of mine into the ring, my child, and play hell with
everything."
And with a cluck Mr. Tutt leaned over, produced a dingy bottle wrapped
in a coat of many colors and poured himself out a glass of malt extract.
* * * * *
When Mr. Greenbaum was summoned to the telephone and informed by Mr.
Elderberry in disgruntled tones that somebody had just served upon him
an order to show cause why the proposed reorganization of Horse's Neck
should not be set aside and enjoined, he not only became instantly
annoyed but highly excited.
"What!" he almost screamed.
"I'll read it to you, if you don't believe it!" said Mr. Elderberry.
"'United States District Court, Southern District of New York, Edward V.
Barrows, Complainant against Horse's Neck Extension Mining Company,
Defendant.
"'Upon the subpoena herein and the complaint duly verified the
nineteenth day of February, 1919, and the affidavit of Ephraim Tutt
and--'"
"Who in hell is Tutt?" shouted Greenbaum, interrupting.
"I don't know," retorted Elderberry; "or Barrows either."
"Well, skip all the legal rot and get to the point," directed Greenbaum.
"'Ordered--ordered, that the defendant, Horse's Neck Extension Mining
Company, show cause at a stated term to be held in and for--'"
"I said to cut the legal rot!"
"Um--um--'why an injunction order should not be issued herein pending
the trial of this action and enjoining the defendant from disposing of
its assets and for the appointment of a receiver of the assets of the
defendant corporation; and why the complainant should not have such
other, further and different relief as may be equitable.'"
There was a long pause during which Mr. Elderberry was under a
convincing delusion that he could actually hear the thoughts that were
rattling round in Mr. Greenbaum's brain.
"You there?" he inquired presently.
"Oh, yes, I'm here!" retorted Greenbaum. "This is the devil of a note!
Have you spoken to Chippingham?"
"Yes."
"What does he say?"
"He says it's awkward. They have got hold somewhere of one of our old
circulars of 1914 in which the property is described as worth about ten
million dollars--that was during the boom, you remember--and they claim
we are selling it to ourselves for less than one million and that on its
face it's a fraud on the minority stockholders who can't afford to buy
stock in the new corporation--as of course it would be if the mine was
really worth ten million or anything like it."
"Did we really ever get out any circular like that?" demanded Greenbaum
in a protesting voice. "I don't recall any."
"That was when we were making a market for the stock," Elderberry
reminded him. "We couldn't say enough. Honestly, to look at the thing
now is enough to make you sick!"
"Well, it's just a hold-up--that's what it is. Some crook like this
Tutt or this Barrows has found out about Amphalula and is bringing a
strike suit. You'll have to call a meeting right away. I'd like to
strangle all these shyster lawyers!"
And it never occurred to Mr. Greenbaum that the possible existence of
the Amphalula vein was what in fact made the order to show cause
justifiable--his actual ground of complaint being that anybody should,
as he assumed, have found out about it in defiance of his plans.
* * * * *
"Yeronner," said Attendant Mike Horan as he helped Judge Pollak into his
black bombazine gown in his chambers in the old Post-Office Building on
the morning of the return day, "there's a great bunch out there in the
court room waitin' for ye, an' no mistake!"
"Indeed!" remarked His Honor. "And who are they? What is the case?"
"Hanged if I know," answered Mike, snipping a piece of fluff off his
judgeship's shoulder. "There's a white-bearded old guy, two or three
swell gents with tall hats, Counselor Tutt and an attorney named
Chippingham, besides that pretty Miss Wiggin; and they ain't speakin'
none to one another, neither."
"It must be that mining-reorganization case," answered the judge. "Well,
it's time to go in."
They walked down the dirty marble corridor and entered the court room,
while the clerk rapped on the railing.
"Hear ye! Hear ye! Hear ye! All persons having any business to do with
the District Court of the United States draw near, give your attention
and you will be heard," he intoned with unctuous authority.
The "bunch" rose and made obeisance.
"Good morning," said the judge pleasantly, sitting down with a side
switch of the bombazine. "Barrows against the--er--er--Horse's Neck
Mining Company. Do you represent the complainant, Mr. Tutt?"
"I do," answered Mr. Tutt with great dignity. "Your Honor, this is a
motion for an order to show cause why an injunction _pendente lite_
should not issue restraining the sale of the assets, of this corporation
to another in fraud of its minority stockholders--and for a receiver. My
client, an aged man living upon his farm in the northern part of the
state, is the owner of one hundred thousand shares in the Horse's Neck
Mining Company of the par value of one hundred thousand dollars. He has
owned these securities for many years. They represent his entire
capital. He is a bona fide stockholder--"
"May I be pardoned for interrupting?" sneered Chippingham, springing to
his feet. "I think the court should be informed at the outset that this
man, Barrows, is a notorious ex-convict."
Judge Pollak raised his eyebrows.
"This is an outrage!" thundered Mr. Tutt, his form rising ceilingward.
"My client--like all of us--has had his misfortunes, but they are
happily a thing of the past; he has the same rights as if he were an
archbishop, the president of a university or--a judge of this honorable
court."
"We are sitting in equity," remarked His Honor. "The question of _bona
fides_ is a vital one. _Is_ the complainant an ex-convict?"
"This is the complainant, sir," cried Mr. Tutt, indicating old Doc, now
for the first time in his life smartly arrayed in a new checked suit,
red tie, patent-leather shoes and suède gloves, and with his beard
neatly trimmed. "This is the unfortunate man whose honest savings of a
lifetime are being wrested from him by an unscrupulous group of
manipulators who--in my opinion--are more deserving of confinement
behind prison walls than he ever was."
The gentlemen with the tall hats bit their lips and showed signs of
poorly suppressed agitation.
"But _is_ your client an ex-convict, Mr. Tutt?" repeated the judge
quietly.
"Yes, Your Honor, he is."
"When and how did he become possessed of his stock?"
Mr. Tutt turned to Doc with an air of ineffectually striving to master
his righteous indignation.
"Tell the court, Mr. Barrows," he cried, "in your own words."
Doc Barrows wonderingly rose.
"If you please, sir," he began, "it's quite a long story. You see, I was
the owner of all the stock of The Chicago Water Front and Terminal
Company--there was a flaw in the title deed which I can explain to you
privately if you wish--and when I was--er--visiting--up on the Hudson--I
met a man there who was the owner of a hundred thousand shares of
Horse's Neck, and we agreed to exchange."
The judge tried to hide a slight smile.
"I see," he replied pleasantly. "And what was the man's name?"
"Oscar Bloom, sir."
The gentlemen with the tall hats exchanged agitated glances.
"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?"