7. For such other and further relief in the premises as to the court may seem meet and the equities of the petitioner's cause may require. THE INTERSTATE COMMERCE COMMISSION,

[L. S.]

By EDW. A. MOSELEY,

The Secretary thereof, thereunto duly authorized.

IN THE CIRCUIT COURT OF THE UNITED STATES, FOR THE SOUTHERN DISTRICT OF CALIFORNIA.

In equity-No. 283.

THE INTERSTATE COMMERCE COMMISSION, vs. THE ATCHISON, Topeka and Santa Fé Railroad Company, The Atlantic and Pacific Railroad Company, The Burlington and Missouri River Railroad Company, The California Central Railway Company, The California Southern Railroad Company, The Chicago, Kansas and Nebraska Railway Company, The Missouri Pacific Railway Company, The St. Louis and San Francisco Railway Company, The Southern California Railway Company.

The answer of the Atchison, Topeka and Santa Fé Railroad Company, The Atlantic and Pacific Railroad Company, The Burlington and Missouri River Railroad Company, The California Central Railroad Company, The California Southern Railroad Company, The Missouri Pacific Railway Company, and The Southern California Railway Company, to the bill of complaint or petition of the Interstate Commerce Commission.

These defendants now, and at all times hereafter, saving and reserving unto themselves all benefit and advantage of exception which can or may be had or taken to the many errors, uncertainties, and other imperfections of the said complainant's said bill of complaint or petition, for answer thereto, or unto so much or such parts thereof as these defendants are advised is or are material or necessary for them to make answer unto, these defendants for answer, say:

I.

In so far as the statements made in the petition by complainants as to the corporate existence of these various companies and the location of their principal places of business the same are hereby submitted.

II.

As to the consolidation of the California Southern Railroad Company and the California Central Railway Company, forming the defendant, the Southern California Railway Company, at the time therein stated, the same is hereby admitted, and in addition to said admission defendants allege that of the corporations consolidated into the Southern California Railway Company, and in addition to the two corporations already named, to wit, the California Southern Railroad Company and the California Central Railway Company, the Redondo Beach Railway Company, being a corporation at that time duly incorporated under the laws of the State of California, and having its principal place of business in

the city of Los Angeles, county of Los Angeles, and State of California, was duly consolidated with said two companies aforesaid under the name and style of Southern California Railway Company; that said Redondo Beach Railway Company, at the time of said consolidation owned and operated a line of road running from the city of Los Angeles and connecting with the said California Central Railway Company in said city of Los Angeles, westerly to Redondo Beach, a point immediately upon the shore of the Pacific Ocean, and that the same is now a part of the Southern California Railway Company, owned and operated by it over the last line aforesaid.

III.

Defendants further admit, that all of said railroad corporations, except the said Southern California Railway Company and its component corporations, were, at the time in said petition mentioned and still are common carriers engaged in the transportation of persons and property by their railroads extending through several of the United States, under a common control, management or arrangement for a continuous carriage, and particularly that they were then engaged in such business from the Missouri River-St. Louis, in the State of Missouri; Chicago, in the State of Illinois; Cincinnati, in the State of Ohio; Detroit, in the State of Michigan, and the city of New York, in the State of New Yorkto Barstow, in the county of San Bernardino and State of California; but these defendants expressly deny that they are interstate commerce carriers between said station of Barstow and Los Angeles, or through said station of San Bernardino, but on the contrary they affirm and allege that each of said railroad corporations above named carry only from the points east above named to the said station of Barstow, on the line to San Bernardino and Los Angeles, where all goods and merchandise shipped and handled by them as common carriers are turned over and delivered to the Southern California Railway Company.

That said Southern California Railway Company is a corporation duly organized and existing under the laws of the State of California. having its principal place of business in the city of Los Angeles, and neither owns nor operates any line of railroad outside of the State of California, but is wholly within said State, and subject to its jurisdiction. And defendants admit that all of the defendants herein above appearing, except the Southern California Railway Company and its component companies, the defendants California Central Railway Company and the California Southern Railroad Company, are and were during all of the times in said bill or petition named, carriers subject to the various provisions of an act of Congress entitled "An act to regulate commerce," and amendments thereto; but as to said Southern California Railway Company and its component companies aforesaid, defendants expressly deny that the same was or is subject to the provisions of said act, or any portion thereof, and defendants expressly allege that the same is a local company doing business only as common carrier in the State of California.

IV.

Defendants admit that said defendants other than the Southern California Railway Company were heretofore, to wit, on the 22d day of May, 1889, duly impleaded in a controversy not requiring a trial by jury, before the said Interstate Commerce Commission, upon a petition of the San

Bernardino board of trade, as appears by the said petition Exhibit A to the bill or petition filed in this action, and that the defendant in the said pleading impleading made answers as shown by the different exhibits from B to F inclusive; and that upon such issues and pleadings the cause came on for investigation and hearing before the said Interstate Commerce Commission at the city of Washington, in the District of Columbia, on the 4th day of December, 1889, when said San Bernardino board of trade and said defendants duly appeared by their attorneys, and thereupon said cause proceeded to hearing and determination, but defendants expressly allege that the Southern California Railway Company was not a party to said action, nor was the Redondo Beach Railway Company a part of the consolidation of said Southern California Railway Company such party, nor did it or either of said last named companies have a hearing before said Interstate Commerce Commission upon any of the matters or things alleged in said pleadings, or any of them.

That at the time of the commencement of said proceedings the said Redondo Beach Railway Company was then, and for a long time prior thereto had been, and still is a corporation duly created under the laws of the State of California, engaged in the business of common carrier between the points of Los Angeles and Redondo Beach, on the Pacific Ocean, and that by the consolidation aforesaid it has now been made defendant to this action.

V.

And these defendants admit that the said Commission, on the 19th day of July, 1890, filed its decision in writing, which decision was substantially in words and figures as set forth in Exhibit G to the bill or petition filed in this action, and that thereafter, on the same day, the said Commission duly formulated its order and notice in relation to the matters and things stated and charged in said petition, as shown by Exhibit H attached to the bill or petition filed herein; and defendants admit that said order has not been modified or changed by said Commission since its filing as aforesaid, but for the reasons herein before stated defendants deny that said order is now, or was at the time of the commencement of this action, in full force or effect, or binding or obligatory upon these defendants, or either of them.

VI.

And those defendants deny that a duly or properly authenticated copy of said report or said order was ever delivered to the defendant, Southern California Railway Company, as such, or to the Redondo Beach Railway Company, a corporation consolidated with other companies into the said Southern California Railway Company, but admit that the same was duly delivered to the other defendants answering herein.

VII.

These defendants neither admit nor deny that it has not been made to appear to said Commission that said defendants have ceased and desisted from the violation of law set forth in said report or order of said Commission, and they deny that they have violated any law, either by themselves, their officers, servants, or attorneys, willfully or know

ingly, and deny that they have wholly neglected or refused, or still neglect or refuse to comply with the order of said Commission, or that they have, since the order of said Commission, continued to charge or collect or receive from shippers or consignees freight rates in excess of any legal rate prescribed by any order; and these defendants neither admit nor deny that a petition addressed to said Commission by said San Bernardino Board of Trade, together with the accompanying affidavits, or any affidavits, as shown by Exhibit I, was filed with or presented to said Commission, but leave plaintiff to the proof of the same, And these defendants, jointly and severally, neither confessing nor denying any of the matters or things set forth in said bill or petition except as above stated, by way of avoidance and for defense to this action, and as a reason why said order of said Commission should not be enforced, state and show to the court the following facts:

I.

The true and existing state of facts as to ocean competition existing at the time of the filing of said petition by the said San Bernardino Board of Trade and of the answers of the respective defendants therein were not fully proven and established before said Commission as said facts actually existed at the time; but it is true that when said petition was filed and when said answers were made, and when said hearing was had, there did at that time actually exist water competition, such as to take the rates for terminal points upon the Pacific coast, and especially the rate to Los Angeles, out of the control of said Commission and out of the operation of said interstate commerce law as to the making of rates, and that the carrying and transportation of freight such as mentioned in the petition filed before said Interstate Commerce Commission was not under substantially similar circumstances and conditions, but was made wholly dissimilar by reason of such competition then actually existing.

II.

These defendants allege that the determination of said Interstate Commerce Commission was contrary to the evidence produced before it, and was not sustained by such evidence, in this, that the evidence did show a substantial dissimilarity existing between the transportation of freight over the lines of the defendants herein to the city of San Bernardino and to the city of Los Angeles by reason of a substantial and existing competition at that time.

And these defendants further allege that since the making of said order by said Interstate Commerce Commission there has grown up and now exists a new, substantial, and continuous competition by ocean carrying and ocean carriers between all of the points east of the Missouri River named in the pleadings herein and the Pacific ports, including the ports of San Francisco, Redondo Beach, and San Pedro, and that there is now by such ocean transportation being carried large quantities of merchandise and general freight, including the articles specified and named in the petition filed by the said San Bernardino Board of Trade to the ports aforesaid in rivalry with and in competition to the overland carrying by these defendants, and that such competition is actual and present and is increasing in body, quantity, and substance, and that these defendants by reason of such competition have been compelled to make special rates to terminal points upon the Pacific coast, including among that number the city of Los Angeles.

That said Redondo Beach Railway Company, now forming a part of the Southern California Railway Company, by reason of its consolidation aforesaid, creates a continuous line through to the ocean at Redondo Beach, through which point direct from the east and from the shipping points named in said original petition, large quantities of freight are now being consigned and shipped directly to Los Angeles, and to the port of San Francisco by steam and sail vessels, and from thence through said port to Redondo Beach and San Pedro direct to Los Angeles. III.

These defendants further answering affirm the rates charged upon all classes of freight between the Eastern States heretofore mentioned and San Bernardino are reasonable and just per se; and that lesser rates would not be made from similar eastern points to Los Angeles, but owing to the competition by water, both steam and sail, compelling these defendants to make such lesser rates or abandon the business to the water carriers, which competitors are not subject to nor controlled by the interstate commerce law as to the making of rates.

IV.

These defendants further answering say the rates of freight received for the transportation of freight to Los Angeles, San Diego, and San Francisco and other points known as California terminal points are far below the average rates received upon that class of traffic; that defendants' lines are not receiving more than a reasonable return for the transportation performed to San Bernardino, and that because these defendants are forced by the above-mentioned water competition to accept a lesser amount for the carriage to said California terminal points is not a good or valid reason why these defendants should carry to intermediate points at proportionate or equal rates, the circumstances and conditions attending one class of business being entirely dissimilar from those attending the other class of freight traffic referred to.

V.

Defendants further answering state that there are now four transcontinental lines of railroad from the East to the Pacific Ocean other than that formed by these defendants, or any of them, to wit:

The Southern Pacific Railroad Company operating its line of road from the city of San Francisco to Galveston, Tex., and other points east, running through the city of Los Angeles and passing to the south of San Bernardino and thence to the east.

The transcontinental line, composed of the Central Pacific and Union Pacific Railroad Companies, operating a line between San Francisco, in the State of California, to Omaha, in the State of Nebraska, and thence connecting with the other roads to the Eastern markets.

The Northern Pacific Railroad Company operating a line between Portland, Oregon, and Duluth, Minn., and other points east.

The Canadian Pacific Railroad Company operating a line through the British Possessions from ocean to ocean.

That all of said roads other than that formed by those defendants are engaged as common carriers in the transportation of freight from all of the points named in the petition or bill filed herein in the East to the Pacific Ocean, and thence down the Pacific coast, both by water