(concurring).
I concur in the order made in the court of chancery that the rule to show cause be dismissed and the preliminary injunction applied for be refused. But I am not in accord with the reasons expressed in the opinion of this court, directing the bill of complaint to be dismissed. It seems to me there is a misapplication of sound reasoning to the facts, as they appear in the record. The intervention of the court of chancery was not prematurely sought. The bill of complaint was not prematurely filed. The resolution, the subject of the controversy, was adopted May 3d, 1923. Notices for a special meeting of the stockholders to be held on May 31st, 1923, to vote upon the plan, were sent on May 10th, 1923, to each of the stockholders of record. Two hundred and seventy-five stockholders, more than two-thirds in interest of its outstanding capital stock, as required by the statute, *228had sent their proxies to the officers of the defendant company for the purpose of voting in favor of the plan. The complainant owns three hundred and twenty-five shares of the capital stock. The bill was filed and an order to show cause with a restraint was made on May 29th, 1923. Courts are organized for the purpose of administering justice and settling the merits of a controversy; not simply to act as an umpire over a contest, in which, whether invoked or not, the rules are applied with adroitness and frequently with sharpness.
For affirmance — The Ch tee-Justice, Trenctiard, Kal'isch, Katzenbaoi-i, Heppeni-ieimer, Van Buskirk—6. For reversal—Parker, Black, Ackerson—3.