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coutrol of said company " in violation of the provisions of the collateral agreement of September ISth, 190S.
It is immaterial whether the voting trust was valid or invalid, was revocable or irrevocable, was coupled with an interest or }iot, for the fact remains that under it the actual control of the company passed from Messrs. Carter and Lodge to others.
The dispute over the meaning of the term " control " raised by appellant resolves itself largely into a question of degree and circumstance. A motorman with a hand on the controller has control over a moving street car; in another sense, so has the engineer at the power-house switchboard; in another sense, so has the railway company's general manager.
B( fore the pooling agreement was made the control of the corpoiation was undoubtedly in Lodge and Carter. They had tlie power to elect five directors and to determine by this control of the corporate machinery everything to be done. After the pooling agreement it is plain that this control was jeopardized, infringed, conditioned, if not indeed totally destroyed. We submit that in view of all the transactions between the parties up to that time, the control of the company was indeed divested from Lodge and Carter in the sense intended by the agreement of September 18.
In view of the intention of the parties, evidenced by their acts and conversations at their meeting just previous to signing the contract of September 18, and further evidenced by their subsequent acts and words at the meeting December 18, and further evidenced by the ideas embodied in the tentative letter of January 6, can there be any doubt that this voting trust agreement did violate the letter, e^pirit, intent and meaning of the agreement of September 18? Can there be any doubt how Mr. Dyer would have received the proposition had it been put to him on that date! Appellant's argument on the technical aspects of the pooling agreement is a piece of special pleading, which should not divert attention from the fundamental proposition that before Max Lewis would put up a dollar he had the voting control of this corporation (722 shares out of 750) put with Messrs. Howe and