Martinsburg gazette. [volume] (Martinsburg, Va. [W. Va.]) 1833-1855, 1843-07-27

nv, b, ars upon its fare oil those requisites
which are necessary to rem Ter il primo
facie, valid contract Of The company.
As the charter ofthe Chesapeake and
Ohio canal company, however, express
Is confers upon The 'presid' nj and Direc-
tors or majority Of Them assembled the
power and authority 10 agree with any
ne rson or persons 10 cut canals DC.
the instrument IN question be
signed by the President OF the company,
and sealed with its corporate seal, yet the
courts may look behind the seal, and II il
has been affixed without the authority Of
a majority Of the president and Drec.
tors assembled and that fact be made
sffirma,ively TO appear; the instrument IS
null and void.
Il appearing from the facts submitted
to us tnat no authority was given by
majority of the President and Directors Of
the Ches. and O. c. company to the Pres
ident to sign or afiix the corporate Seal
of the Company to the instrument 10 ques-
ton, and that they never agreed or rs
sented 10 said contract, nor authorised
The same to be made, it is perfectly COM
petent for the Board, ifthey see fit, now
10 disalIirm the same and render il null
and void.
Corporations, like natural persons, are
bound only by the contracts or acts OF
their agents done and made within the
sep, If their authority.
The Presiden, of this company has no
authority er oficio 10 enter into con-
tract to bind the company.
The mere disaflirmntive OF the contract
by the Board will destroy it, and ifappli-
cation be made, a cour, Of equity will re-
ouire il to be- delivered up to be cancell-
ed.
We cannot perceive however, that IN a
case OF this kind, it can be necessary TO
resort to a cancellation, as in the event OF
Disturbance by the Board il is not
probable that any attempt will be made
to uphold tie contract, or apply the IN
s,rument TO an improper purpose.
Ifhowever, such should hereafter bs
Tho case, the interference OF court OF
equity could then be promptly invoked
to cause it to be delivered up to be can
celled.
w PRICE.
j. M COALE.
July 90. ls43.
The Board then passed the following
preamble and resolutions -
WHEREAS, to the Chesa-
peake and Ohio cana! company-the pow
er "to agree with any person or persons
to cut Canals &c"-ls conferred exclu-
sivelv on the "Presiden, and Directors or
majority OF them assembled" And
whereas it appears that the Pr sident OF
this company has Of his own mere mo'lnn
aud without authority, signed and with
the corporate seal Of this company, sealed
a contract or articles OF Agreement, IN IN
name off Chesapeake and Ohio canal
company with Thos. w. Letson and John
Rutter for the completion oft nnfinlsh-
ed portion ofthe canal lying between Dam
No. 6. and Cumberland in the words fol
lowing TO wit
1--WE ars obliged from want of room to omit the
contract in full
And whereas this Board entertain decided and
serious objections to said eoptraci.
Because its terms and provisions are subs,bnt-
ally the same those which have been heretofore
rejected by the Board
Because it pledges and approrriates
"aH the revenues and effects" of the Company
without reservation restriction tor the pay msni
of the principal and interest of The Bonds that
NAV be issued under II, subject only to existing
liens which cover only the melt rseeRHeS ami
properly, then, by once dspriying the Company
of the entire and only means which il possesses OF
keeping up the navigation ofthe Canal. or paying
the sals RES uf the Off ers, suPerintendens, lock
kre pers and other agents of the Company,
Because, the reese, walton mot exceeding
twenty per cen;um, provided to ensure the faithful!
perfornance of the work, is within that sum, made
entirely dependent on the opinion OF the PRESIDENT
and chief Eneineer contrary to all former usage OF
The Company.
Because no penalty or forfeiture Is provided in
case OF the nou-p"riol nance OF The contract, on
the part Of the said contractors. aud no guarantee
for is fulflImeut on their part Because although
it is provided in the third section OF said contract
that the work therein contemplated shall be com
menced by said Contractors within sixty days at
Ter they shall be required 10 do so yet from the
whole scope and object Of said articles of Agree
menI, "a well from the express language OF the
conclusion of said section. il appears that they are
not to be required enter on the execution oil the
me until ''means can be procured for that pur-
pose, the liens or pTloililes OF Tue otate OF MA
fyland existing on the revenues ofthe Company
can be removed or postponed in favor of the Bonds
20 be issued under the provisions OF said Con-
tact"
Because the execution of said contract would in
the opinion of the board, increase the difcyities of
procuring, it indeed ii did not entirely prevent a
pos ponement OF the liens aud PrOriries of the
State Of Maryland.
Because there is no provision in the said con-
tract au,horizing the Company TO annul the same
after thirty days notice, at any time shln twelve
months after the date Of the said contract on the
payment of one PER cent. damages upon the unex-
pended portion Of work." as recommended by the
Stockholders at their general meeting on the 9th
Of June last.
Because there is no time expressly stipulated
for the completion at said work, but IL is ouly pro-
vided that sit shall not be required 10 be done
within two wears after it's commencement"
Becsuse according TO the provisions of said con-
tract he completion Of the Canal can in no i'm
portaat manner he secured or expedited by enter
ing mo the same al this time
Because this Board have entertained and still do
the opinion which is fortified by propo-
.,ls heretofore made and now he in this office,
hat IL means be placed in their hands or the liens
and priorites oC the State be posponed IN layor OF
Bonds to be issued for the purpose, that the Canal
IAN be finished TO Cumberland a, n cost considera'
Div lower than the price in said contract stipulated
o he paid apd fully early as Is therein c"ntem-
plated.
Because due respect to the hts and opinions
If The State of Maryland require that this compa-