affirmed to conform to the rulings on the similar requests.
Penna. fact findings 146, 195, 201 affirmed as to factual substance are, in the interest of consistency, denied. All of these involve the question as to whether Pennroad directors acted for the best interests of their company. In the sense that they acted to serve Penna. under the general plan, and in doing so, they thought they would best serve their own company, the requests should be affirmed. It seems more accurate, however, to find that in so doing they could not have given proper consideration to the question as to which company would be best served. Fact request 139 is changed from affirmed to denied to conform with the rulings on 89, 102, 124, 154, 170 and 190 all of which have to do with the profit to Penna. Railroad from Pennroad's investments. It seems proper to conclude that Penna. Railroad did profit to the extent that its purpose was accomplished, and for like reasons fact request 140 is changed from substantially affirmed to refused. The ruling on fact requests 145 and 159 is changed to refused. There appears to be justification for distinguishing the various investments and their prospects. Modification of rulings on other Penna. requests are refused.
The complainants' requests for findings and conclusions as modified, with the view to covering the additional matters developed to measure liability, are disposed of as follows: B-29, B-30, B-33, D-18, E-11,a, E-11,b, E-13, F-15, G-25,a, G-25,b, G-28, G-33,a, G-33,b, G-34,a,b,c, G-37, H-8,a,b, and H-9 are refused. D-13,a, D-13,b, F-11,a, F-11,b, G-23, G-33,c, and G-33,d, are affirmed. Those requests for findings as to excess costs which differ from the findings as to liability as above discussed are denied as not being in conformity with the facts developed. Those which refer to a premeditated and preconcerted scheme are not adopted because it is believed that the language of the Court's opinion and findings more adequately describes the plan and purpose of the formation and operation of Pennroad, although that purpose was to use the funds and corporate powers for the benefit and advantage of the railroad. Other requests are not deemed essential to the issue, are adequately covered by other findings, or call for the measuring of the knowledge and information available to the directors, and are refused.
The words "other purchasers" in the 19th line, page 23 of the opinion are stricken out, and "Penna. Railroad" substituted, in conformity with the facts.
Penna. Railroad's requests for additional findings of fact Nos. 208, 209, 210, 214, 215, 227, 231, 235, 236, 237, 238, 239, 245, 247, 248, 255, 257, 258, 259, 260, 262, 264, 265, 270, 271, 272, 275, 277, and 278 and for additional conclusions of law Nos. 54, 56, 58, 60 and 63 are affirmed. All others are refused as being in conflict with the facts or previous findings, or because they call for opinions, comparisons, suppositions, estimates or determination of causes and effects. These are not deemed essential or within the duty of the Court to decide.
Requests for findings of fact and conclusions of law submitted by Frieda S. Kaufmann and Patrick Connor as follows: fact number 2, 3, 5, 7, 8, 9, 11, 12, 13, 16, 18, 19, 20, 21, 23, 24, 25, 26, 27, 28, 29, 30, 31, 34, 36, 38, 39, 40, 41, 43, 44, 45, 49, 50, 51, 52, 53, 55, 56, 57, 64, 65, 67, 68 to 84, conclusions Nos. 3, 9, 15, 24 and the modifications of the Court's fact finding 12 and law conclusion 3 as suggested are adopted. All other requests are refused because the Court declines to accept the exact wording of the request; the terms "solely" and "only" in many cases too rigidly limit the possibilities, the suggestion as to what "would have" occurred or resulted calls for certain anticipations not necessary to express, others involve comparisons or determinations of matters not essential to the issues, the term "unauthorized" has been used in both a technical and general sense which might result in misinterpretation, and other requests are contrary to the findings and conclusions or are at variance with or are repetitious of other findings and comments. In view of the extensive coverage of all points, it is not deemed necessary to further specify the grounds of refusal.
The Chancellor has undertaken to dispose of this phase of the case with a full appreciation of the great responsibility placed upon him. The measuring of equitable redress to be granted is a tremendous burden where facts and circumstances are complex and a wide difference of opinion is possible. The problem has been approached with the purpose of recognizing that each of the parties must bear some portion of the responsibility for the situation in which they find themselves and that the aggregate financial liability must represent the relative share of the culpability as nearly as it can be measured in dollars.
The awards specified, although based to some extent upon mathematical calculations and upon facts and figures which are capable of exact measurement or comparison, are intended to represent that measurable portion of the capital losses for which reimbursement to Pennroad shall be made, or the degree of financial responsibility to be imposed upon the defendant because of the breach of its fiduciary duty. The final result is, in the mind and conscience of the Chancellor, a fair and equitable disposition of the principal issues, the liability of the defendant, and of the many related problems.
Counsel may submit forms of decrees to be entered in conformity herewith.
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