By-law No. 27
The Story of a Business Deal in which the Tables are Turned on the Village “Sharp”
WILLIAM HUGO PABKE
"IF you don’t mind, Mort,” said Jared Fletcher, as he entered the tiny planing-mill office, “I’ll set at that desk hereafter.”
The young man looked up from the tally-sheet that he was inspecting, and his face went suddenly white. He pushed back his chair, and rose stiffly to his feet, his mild blue eyes hardening with unwonted anger as he turned them contemptuously toward the tall, slouching old man before him. Fletcher returned the gaze, drawing down his shaven upper lip with gnarled forefinger until it met the straggling beard beneath. Presently, he turned his head, shuffled his feet, and coughed slightly.
Morton walked past him, pausing in the doorway. “Very well, Mr. Fletcher,” he said, enunciating each syllable with his customary painstaking clearness; “1 understand perfectly.”
He stepped down on the wide trestle, and walked toward the sawmill, his shoulders braced back, his head carried high, but, between his eyes, a tell-tale pucker of pain. Halting beside a pile of freshly sawn lumber, he breathed in the wholesome odor, which filled the warm spring air. He had grown up with the scent of the spruce in his nostrils; it had become part of his life.
“Jared Fletcher,” he said, addressing the unconscious two-by-fours, “is a mighty mean man.”
The words spoken in his precise manner held as great a measure of pent-up emotion as the most picturesque flow of vituperation from the lips of another. Recent events justified his bitterness of spirit. He had been outwitted, sold out behind his back. And he had made it so absurdly easy for the avaricious old maní He had not doubted; treachery had never before touched his life. Until
the previous day, not the faintest suspicion had entered his mind. A look of bewildered grief clouded his boyish face as he recalled the stockholders’ meeting that had brought to light the breach of faith.
At his father’s death, Morton had succeeded him in the presidency of the Caldwell PlaningMill and the Caldwell Lumber Company. The two concerns, although closely allied, were entirely separate corporations, whose stock was held by different groups of men. The lumber company was owned by men who lived in Black River, the little town, on the outskirts of which, stood the property. Outside capital was interested in the paning-mill. This dressing plant had been Mr. Caldwell’s pet project. It was by far the more profitable of the two enterprises; also, it was more heavily capitalized. It was this business that Fletcher now controlled ; ¥the small dividends of the lumber company operating the saw-mill held no attraction for him.
Morton had experienced a sense of keen satisfaction at his ability to take up his father’s responsibilities, to rule in his place. Now, he was to be ruled by another! He had to give up the leadership meekly at the bidding of a man whom he despised. He could feel no pride, as an underling, in the business that had known him, if even for a short time, as a principal. The joy of life had fled suddenly; he had lost something vital. While he leaned against the high pile, musing unhappily, a truckload of boards rolled past on the trestle. Big Micky Burke walked beside it, urging on the horse in a cheerful tone that endowed his profanity with the coaxing quality of an endearment.
“Good morning, Micky,” said Morton, absently.
“Mornin’, Mr. Morton,” replied the teamster, over his shoulder.
For a moment, the young man stood frowningly watching the retreating load; then his face cleared suddenly, and a look of amused speculation dawned in his eyes.
“0 Micky!” he called. “Just a moment!”
The truck came to a creaking stop.
“Where’s that load from?”
“From tli’ yar-rd sor; ’tis dhry lumber fer tli’ planers ”
“Take it back and pile it; I think we won’t deliver any more to the planingmill just at present.”
There had been a tacit understanding that the lumber company should furnish the rough stock for the planingmill to dress. However, owing to the fact that the two concerns had heretofore been subject to a one-man rule, this understanding had never been embodied in a formal contract. By reason of this joint management, the question of what would happen to the planingmill in case the lumber company should refuse to deliver rough stock had never arisen. Incidentally, the dressing plant owned no lumber.
Morton continued his walk along the trestle. Twice he stopped to turn back teamsters who were hauling dry lumber from the yard. Then he resumed his slow pace, pondering the result of his act.
When he reached the sawmill his face wore its customary placid expression ; his mild blue eyes held their usual smile for the men at work in the roaring place. Here, at least, he was still master; his word was law. He entered the little office by a door leading from the trestle and picked up the previous day’s record, making note of the totals under the headings of “Logs Sawn,” “Board Feet,” “Deals,” “Boards.” Occasionally he glanced through the open door at the trestle that lay deserted in the bright sunlight. The usual stream of men and horses plying between yard and mill had ceased abruptly. Presently an excited, irate man burst into the office. His voice completely filled the small room as he roared:
“What’s the meanin’ of this? Why ain’t we gettin’ no roúgh lumber?” Morton sat on the edge of the plain pine table, an amiable smile lighting his eyes. As he made no reply, his visitor advanced, shaking with anger.
“Say, Mort,” he rasped, “are you goin’ to deliver me my stock, or ain’t you?”
“Since you ask me, Mr. Fletcher,” said Morton, enunciating his words distinctly. “I am not going to.” His smile lost nothing of its amiability.
The old man glared at him vindictively, his lips pressed together into a hard line. Then his glance wavered: the anger seeped out of his voice.
“But what will I do?” he whined.
“You must not ask me,” replied Morton, in his mildest manner. “I may remind you that you control the planingmill now—as 1 control this concern.”
“What are you goin’ to do witli your lumber if you don’t sell it to me?”
“1 have another market.”
“Is that the truth?”
The smile flickered and died in the blue eyes. “Have you ever known me to tell a lie?” asked Morton.
“Wal, I can’t exactly say I have,” admitted the other, grudgingly. “What I’d like to know is where you’re goin’ to sell.”
“I must refuse to answer any more questions regarding our business policy. Remember, you have not bought in here yet.”
Fletcher looked up. “Would you sell?” he said, his voice shrilling with suppressed eagerness.
“I might.” Morton picked up the report sheet again, and studied it intently.
“Won’t you name a price now?”
“No; I shall have to think it over a bit, Mr. Fletcher.”
“When will you be ready to talk business?”
“To-morrow morning would suit me perfectly.”
Fletcher fidgeted, and returned to the attack. “About delivering, Mort,” he insinuated; “won’t you fix me up for to-day?”
“If I should decide not to sell any of mv holdings,” explained the young man, slowly, precisely, “I would need all the lumber that the mill can saw this season for my other market. So you see”—he smiled blandly—“I’d better hold it over until after to-morrow.”
“All right,” grunted Fletcher, surlily, and departed.
He hurried along the trestle, his long linen duster fluttering behind him. At the steps leading down to the engineroom he hesitated a moment; then he slouched down the steep flight, and disappeared in the dark doorway.
Presently the planing-mill’s shrill whistle announced a shut-down. Morton raised his head at the sound, and smiled
grimly. He slid from the table, ran down the stairs, and started for the company’s business office across the road. The little frame building had served as headnuarters for the two concerns ever since Morton’s father had brought them into existence.
Horace Pritchett, the bookkeeper, who had grown grey in the elder Caldwell’s service, was standing at his old-fashioned desk, posting his ledger. His two interests in life were the faultless accuracy of his accounts and the chasing of the elusive soecklod trout to its lair.
“Good morning, Horace,” greeted Morton, cheerily. “Are you very busy to-dav?”
“Why, no, Mort; I’m not so very busy,” replied the bookkeeper, peering through his spectacles.
“Then why don’t you take the day off and go fishing? I shall be around the office all day myself —and to-morrow, too.”
“If you say so. Mort,” accepted the old fellow, eagerly.
When he was alone, Morton went to the telephone and called up Doctor West, Lew Foster,
Henry Flynt, and the two retired farmers, who, with himself, comprised tiie stockholders of the lumber company. He paced the floor nervously in the interval of waiting, dreading the coming meeting as an ordeal. It would not prove easy to bend these hardheaded men to his will. Plan after plan, he dismissed as being so complex that its very subtlety would tend to thwart its purpose. He was finally deciding on the simplest course, a straightforward request for the thing he wanted, when Doctor West entered. He was a bluff, blunt man, whose big voice fairly rumbled when he spoke. Behind him trotted Lew Foster, coatless, collarless, uncouth; but in his small gray eyes gleamed a spark of shrewd humor. A moment later the others appeared.
“Gentlemen,” began Morton, when they were seated. “I have to inform you that our townsman, Jared Fletcher, has succeeded in acquiring a controlling interest in the Caldwell Planing-Mill.”
“What made you let him?” rumbled Doctor West.
The young man smiled a trifle sadly.
“Faith in a promise,” he answered. “You may not know that I never actually controlled the planing-mill stock. It is a fact, however. When my father organized the new enterprise he was not in a position to dictate terms. He often regretted that you, his friends, were not able to associate yourselves with him in the venture, which, as you know, has proved highly successful. He had to go outside for capital; the only local man that he could interest was Fletcher, who invested a small amount. At the final adjustment father held forty-five per cent, of the stock; fifty-five per cent, was taken up by his new associates. However, the owner of a block of one hundred shares was under promise to vote the stock according to his direction, and not to sell.”
“An’ this feller that had the hundred shares?” queried Lew Foster.
“Also had his price,” said Morton.
‘ ‘ What are you going to do about it ? ” growled Doctor West.
“I have already done something,” observed Morton, smiling placidly. “I have refused to deliver any more lumber to the planing-mill.”
Somebody chuckled; Lew Foster guffawed.
“That hits us.” remarked Doctor West, seriously. “Where are we going to sell our lumber?”
“The reason I called this meeting,” explained Morton, ignoring the question, “is to prefer a request that I be given absolute authority in the lumber company.”
“You’ve got it now,” remarked Henry Flynt, dryly.
“Yes; but I want it secured so that no inimical interest may wrest it from me.” The young man’s voice held a note of appeal. “Do you trust me?” he asked.
“I guess there ain’t no question about that,” drawled Foster.
(Continued on page 109.)
(Continued from page 42.)
“1 want to ask you another question,” said Morton. “Do you want to buy some planing-mill stock?” He leaned forward eagerly and scrutinized the shrewd faces before him.
They glowed with sudden interest.
“No chance while Jared Fletcher’s got a grip on it.” Lew Foster grinned dubiously, scratching his head.
“There is a chance!” cried Morton. “If you will grant my request, I will guarantee to let you in at par.”
“At par!” boomed Doctor West. “Tell us about it.”
■ Precisely, slowly, Morton explained his plan. He went into each detail with his usual painstaking care. As he proceeded, a hint of levity crept into the attitude of his hearers. An occasional chuckle evinced the fact that he was interesting them. The chuckles grew into laughter, and the laughter, when he had finished, merged into an uproarious burst of mirth.
“We’ll back you, boy!” cried Henry Flynt.
“Go ahead! Go ahead!” shouted the others.
Morton straightway called a formal meeting. A motion was made by Henry Flynt, seconded by Lew Foster, and unanimously carried. A new by-law was forthwith spread on the records in the president’s precise handwriting.
“I move we adjourn,” grunted Lew Foster.
“Before you go,” said Morton, “I wish to ask you to attend another meeting in this office to-morrow morning at ten o’clock. It is quite necessary.”
When they had gone, he stepped to the window and gazed down the road toward the planing-mill. He missed the usual black smudge of smoke issuing from the stack. It was depressing—this unnecessary break in the calm routine of a prosperous industry. He turned away and sat down at his desk, knittinar bis brows.
“I wonder,” he mused. “I wonder.”
No sooner had Morton entered the office the next morning than Jared Fletcher appeared, his jerking shoulders and twitching hands evincing his eagerness.
“Good mornin’, Mort,” greeted the old man, briefly. “There ain’t no use wastin’ time; you know what T corne ! for. ’ ’
“As you say, Mr. Fletcher, there is no need of wasting time,” conceded Morton, amiably. “You still wish to buy?”
Fletcher sat where lie could see the idle planing-mill ; from its tall stack, no column of smoke proclaimed the fact that the expensive machinery was turning rough lumber into flooring and siding. Through the open door came the hum of (lie saw-mill: above il rose tlx* shriek of the rotary as it ate up the spruce.
“Yes. I want to buy.” he said, fumbling at his shaven lip. “providin' you can deliver enough shares right away.”
“How many do you want?”
“You’re capitalized at twenty thousand; ain’t you?”
“Two hundred shares at a hundred dollars each?”
“That is correct.”
“Wal, I’d be satisfied with fifty-one per cent.—that ’s a hundred an’ two shares. Can you deliver 'em?”
Fletcher’s nervousness abated; lie straightened up in his chair. “At how much?” he barked.
“At two hundred,” replied Morton, his eyes smiling into the other’s.
Fletcher sprang to his feet, his hands clenched, the veins on his forehead throbbing dangerously.
“What!” he roared. “What—” his voice broke, and he sank limply back into his chair.
Morton regarded him with his look of amused speculation. “As you remarked, Mr. Fletcher, there is no need of wasting time. There is nothing more to be said; that is my final price.” He rose and walked to the window, gazing musingly at the string of partly-loaded freight cars on the planing-mill siding.
“Mort, can’t you come down a leetle mite?” pleaded Fletcher, a whining note in his voice.
“It’s no use.’ said Morton, with a smile. “If yon want to buy — and I guess you do—that’s the price.”
The old man rose, and walked slowly to Morton’s desk, dropping into the swivel-chair with a groan. He took a checkbook from his pocket, and looked up.
“Who will I make it out to?” he asked faintly.
“To me—twenty thousand, four hundred dollars.” Morton turned to a small safe, which lie commenced to unlock.
Slowly, laboriously, Fletcher wrote, great beads of perspiration standing out in glistening prominence on his brow. He tore the cheek from the stub, and held it in both hands, his shrewd old face lined with the stress of his reluctance. Finally, he relinquished it, and proceeded to count with painstaking care the sheaf of certificates that the young man had laid before him. That done, he looked up sharply.
“An’ now, when c’n we have a meetin’?” he asked.
“I thought you would want one immediately, so I asked the others to be here at ten o’clock.” Morton glanced out of the window. “They’re punctual,” he said, as the Doctor’s buggy, followed by Lew Foster’s buckboard, came in sight over the hill.
A moment later, the owners of the lumber company filed into the office, each with a friendly sally for Morton and a slightly more reserved greeting for the newcomer. The president placed a small table in the centre of the room and seated himself before it.
“Mr. Fletcher,” he explained has just purchased a certain amount of stock in the Caldwell Lumber Company; be has, therefore, a voice in matters pertaining to it. The meeting will please come to order.”
There was a scraping of chair-legs as the men drew closer. A cough and a
deep rumble in Doctor West’s throat announced the fact that he was about to speak. Fletcher, hiwever, forestalled him. He rose to his feet, smiling unctuously.
“Mr. Chairman.” he addressed Morton, “I don’t want to seem in no undue haste, but I move that the minutes of the last meeting be considered read and that we here and now hold an election of officers.”
A smile of understanding passed amongst the others.
“I second that motion,” husked Lew Foster, sitting on the end of his spine, his eyes intently fixed on the ceiling.
Morton prepared the ballots in his slow, precise way, In silence, the stockholders filled them out and returned them to the president’s table. He picked each one up and glanced at it casually.
“The vote is an easy one to count,” he said, with a smile. “The result is as follows: For president: Mr. Fletcher, one hundred and two shares; Mr. Caldwell, ninety-eight shares. For treasurer, Doctor West, two hundred shares.” He turned toward the treasurer, and bowed, “Doctor West. I congratulate you!
Your election is unanimous.”
Fletcher rose heavily. His unctuousness departed as he faced Morton, belligerently.
“I guess there’s some congratulatin’ cornin’ to me.” He walked toward the door. “Now that I’ve got some say in this here concern,” he announced, over his shoulder, “I’m goin’ to order them teamsters to deliver my lumber.”
“Just a moment, Mr. Fletcher,” interposed Morton, mildly; “you have no authority to act.”
“No authority!” snapped the old man. “Ain’t the president the whole show in this concern—hey?”
“Pretty nearly,” acquiesced Morton.
“Then, why haven’t I-”
“Because you are not elected.”
“Not elected! What d’ye mean? Why ain’t I elected?” Fletcher’s voice rose, angry, insistent; but, beneath the anger, lay a vague uneasiness.
Morton opened the record book lying before him, and pushed it across the table. “Because of this,” he said.
Fletcher leaned forward, eagerly following the president’s moving finger until it stopped at the last entry. In a writing as precise as the president’s speech, was recorded:
“Be it resolved that the following he enacted as by-law No. 27 of the Caldwell Lumber Company : No officer of this company shall be elected except by a two-thirds vote of the stockholders; no officer of this company shall be deposed from office except by a two-thirds vote at a legally called meeting.”
Fletcher read the few lines to himself, then aloud, in a dazed, bewildered manner. He faced the smiling group with a stupid, helpless expression, his mouth sagging open. The fight had gone out of him completely. He turned his dull eyes to Morton.
¡ “I wouldn’t ‘a’ though it of you, I Mort,” he said weakly.
“You are the only man to whom I ! would have done it.”
There was not the slightest trace of I vindictiveness in the pleasant tone. “If you think you have made a bad barj gain,” Morton went on, “I am willing ; to give you back your money.”
A sudden hope gleamed in the old man’s eyes. It died out quickly, however, as he asked :
“What’ll you get for it?”
“Its equivalent in planing-mill I stock.”
“At what price?”
“No, sir! No, sir!” The old man i smote his palm with clenched fist. “Why, I paid—” He broke off, his face flushing darkly.
“I have not the slightest curiosity regarding what you paid,” said Morton, his voice hardening. He walked toward his desk. “Come, Mr. Fletcher, it is your only way out.”
“I ain’t got no planin’-mill stock with me,” temporized Fletcher.
“I did not suppose you had,” repoined the young man, crisply; “an option will do.”
He picked up a pen, dipped it, and thrust it between the reluctant fingers, standing over the other as he wrote. When the document was at last completed, Morton perused it carefully. Then, he placed it in his pocketbook, and took out the check that Fletcher had given him within the hour. This he endorsed, and handed to the old man, who sat with bent head, his hands lying open in his lap.
“Here is your money back, Mr. Fletcher; the amount, I believe, you will find correct,” he said slowly, precisely.
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