New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1846-07-09
co,nor.,ton.-Mr. Loomi... Report.


The proposition reported TO the Constitutional
Convention By Mr.. Loomis OF Herkiner from the
Committee on Corporations, has one feature which
will be universally approved-ihat of requiring the
passage OF such general laws as shall do away the
necessity for any special acts Of Incorporation. The
People have long desired tbis but Looked for it in
yain. Even a, the las, session Of our Legislature.
bill calculated effect this very object framed by
Loco Foco Committee and which passed the Assem-
bly, with hardly dissenting voice was struck dead in
the Senate by The votes Of nearly all The majority
Senators. They would not pass special acts OF in
corporation for Industrial purposes, nor would they
enact any general law on the subject 80 that several
companies that applied for charters TO enable toen
10 prosecute lsudable and beneGcen, enterprises
wore denied the opportunity TO DO so In any iorfn
whatever. We rejoice tina; the New Constitution
Is likely to prevent such perversity hereafter
Bu, the reauiston of the Individual Liaohi'y %
Corporators even in the modified form eoop'e'
Mr. Iooniss Committee ION The principle OF "ha' ID
known in the Legislature OF our State as Inc ois-
tsry clspse y seems TO us III ast and pre11oiciai'
Lee; us consider ii:
rs,v co,porstor or shareowner in any incerpoIs-
,or gsIn or benefit the corpera;ofs or sfa
.Iesp, insurance ard except for purposes speeinea "a
ssc,jan--In case such Corporation shs! become
a.a,vept shrl be ablo for unsasfei seos ana ha1e'
- Co,o,rtiou contracted while he was such corpora
Tor or amount 10 the same
- ,,,. whole uusatIshed liabilities thai his sock OF snare
sha be ar 70 the whole stock but such persona! eoy
sha not extend any Indebtedness 0! aby' me pay
, ~ which shall have been deferred more than one
by contract with the creditor which shall not have
been demanded by suit within one year after 1t becomes
aue'
Let us now proceed to ask
1. Whist Is a Corporation II is an association of
individuals, who have agreed 10 contribute OF their
several pecunary means each specified and def
mite sum- to be employed in the prosecution OF some
industrial enterprise, from which they expect In
most cases TO reap profit, bat often some other de-
siraba result. 2. What do these members spulate
10 each other By the fact Of entering into such an
association That they will pay into the common
treasury the several sums subscribed by them, and
act toward each other aud the in all things
honestly and faithfully, 3. What do they promise
10 o,hers7 That they will truly contribute or make
up the amour, named as their capital and employ 1t
in the prosecution Of their ostensibe business hon
estly and with sincere intention 10 discharge al
their liabilities. A. What then. ought the Law 10
do with respect TO this association 10 recognize
.be fact Of its existence and compel all parties to
perform fully and faithfully their contracts, express
or implied or in default thereof to respond to each
party damaged TO the foil amount Of his damage IL
not THO the whole matter We have never read a
lew. book through, and prefer to know no more on
the subject than what has been taught Us by much
earnest reflection and such common sense as we
NAV have But have we not fairly stated the sub
stance of what members of Corporation promise TO
each other and the world If so, Is il not the plain
duty of Legislators, having asceriained what was
loo o. nd
with each other, TO make them perform accordingly
or pay the penalty Of non ful6lmentf
But no say Mr.. LOOMS. The parties have prom
iscd one thing The Law shall make them perform
another. They have subscribed, say one hundred
men each 81 600, TO prosecute particular enter
urise-Cons.ruct Bridge. piece OF Railroad or n
Cotton Mill They fairly told the world that 'n's
was the amount they had invested in and intended
to risk in the undertaking. Nobody was under The
least obligation then; nobody dad trust them
unless he chose 10 do the security they offered.
II any one wished have them give farther security
no was at perfect liberty to make the demand and
in default of compliance, TO decline trading with or
trusting the concern Any man who chose TO do so
nigh, saw Ell any time, Z" must have every stock
holder liable 10 me in double the amount OF his stock
or to the extent Of all his property, or Twill not
cred, you for the Iron, Timber. Cotton, Tor what
ever isl you desire to buy OF me- II the desired
security is not furnished, there is no bargain, and
overy man stands Just where he did. But If the
seller on time (who OF course consuts his own in'
tsrest ss he understands III sees tit TO say, al will
cell you what you want on the credit Of the Compa.
n.y. holding you responsible the extent Of your Cap
isai, and farther, by what right does Mr.. Loomis
shove the State Of New York in between the parties
to say to them, mo you shall trade the terms
mutually satisfactory to you. but different
terms which shall dicta,e," Letus understand on
what principle this is done. Wa freely admit the
,Igkt Of the State thus to ln,ermedde between Its
citizens but we ins., that it only do so where
reasons of imperative public safety u,erest-as
in the case of the Usury Lave, for nstance-requre
such interference Surely ali must I'D nit that the
State cannot set aside the bargain which two nte-
CONT independent perfectly competent citizens have
made and substitute another in its stead, without
very strong and clear reasons for so doing When
i, makes people do just as they have agreed to do
II performs Its whole duty, far the parties are
concerned, unless there has been fraud. or con-
straint or concealmeni in making the bargain,
And If there hes been either OF these II needs no
special provision 10 hold all the guilty parties re-
sponsible TO the utmos, limit OF ther ability. Com
mon Law. if il be near as second cousin 10 Com.
mon Sense or Common Justice must suffice for this.
OF the practical evils of such provision as Mr..
Loomis has reported, we have hitherto spoken -
That it will keep safe, prudent, cautious, wealthy
men out of Corporstions--whioS II is exceedingly
dssrous they should not be banishcd fronl-we are
confident. John Jacob As,os, ii asked to put down
Million for an enterprise like the Erie Railroad
will say, No, gen,lemeni You ssk me TO risk
I'wo Millions, ye, allow middhns slim chance
tor dividend ON One. can do better than this in
my own way" So tho rich will STAND aloof or
three or four OF them club together TO establish
Bank, Factory or any thing OF the and the
rest of Us do We can. We cannot think that The
Convention will adopt this proposition M Looms
Tho Nall Right on the Head.