New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1847-03-06
Wrong End Foremost.

Our Legislature has set 10 work very badly IN
regard 70 Corporations The New Constitution
very properly prescribes tina. these shall hereafter
be formed under General Laws instead Of specia'
acts--s change intended and calculated 10 enec'
an immense saving Of Legislative time hitherto de-
voted to passing, amending or repeating acts OF IN
corporation. This Legislature is required 70 pass
such general laws on this subject as may be neces-
cary. Now it seems very clear 10 Us that the first
thing 10 be done in the premises is 70 pass one gene
raj law regulating the formation management, OBJ
legations, &c OF Corporations and defining the re-
sponsbiity Of their members This done we can
then see whether any, and If any what, provisions
are necessary with regard TO Insurance, Manuiac-
taring, Turnpike, Bridge, Religious and other va
reties Of Corporations. II Codifcation be not
chimera, good general Corporation Law need not
contain great many words and yet may obvlate the
necessity for many special enactments or pro-
visions respecting different classes Of Corporations
If Law had always been Science founded IN
Natural Justice friendly to Liberty and seeking
the greatest good, there would have been no need
Of any Corporation law at all Joe jenkins buys
property ON credit Of Tim Simpkins, who chooses TO
trust him and the Law properly says that Joe
Jenkins must pay the debt thus contracted II the
wherewithsl can be proved upon him. 1t pre-
suncs that the man who sells and trusts is not
inevitably fool in need Of guardianship, and sim
ply holds the debtor 10 fulfil his contract or meet
the penalty expressly or tacitly stipulated. But
If Simpkins chooses TO sell instead TO the Bank OF
New.York, the Delaware & Hudson Canal Com
pany, or the 0rskany Manufacturing Company
let him demand pay down exact personal seci'
rity, or any other he sees 6t, but let the Law give
him Just what he saw ft TO bargain for and not
something else IL he choose 10 trust the Eric
Railroad, and that Railroad should go 10 ruin,
leaving hin, unpaid it ia not right-Law cannot
make 1t right--to enable him to sue and collect
hundred thousand dollars oil John Jacob Astor be'
cause the said j. J. A. has been importuned
driven, bsdgered into taking ten thousand dollars
stock in that Railroad in order 10 have it built If
simpkns dstrusts the sovency Of the Railroad, let
him ask for something better. if he prefers indi
vidual 10 corporate security. let him say so and
cell his property accordingly. But TO enable him
20 sell for one sort of security and then fall back
npon another, which was never rendered HIM and
he never asked for is the superlatiye Of legal in
justice.
Now let the Legislature begin by enacting that
oorporators shall be liable exactly SO far and in such
manner they agree to. and OF course for any dis
honesty In their conduct and management and we
shall have sound basis laid for Laws with regard
to corporations. If they prefer any personal or
other security hold them strictly to IT, lfthey say
Capital 100000 shy other sum, hold them to
make good that amount II they say Directors
personally responsible or anything else, hold them
TO that If they don't proiler ample curity let US
NIL take care to trust them. Hitherto Corporate
credit has been too generally deemed adequate,
without inquiry Or thought Let us have an end OF
this loose credit and let all consider whom they
trusting Beyondthi the Legislature should guard
against frauds, and-what more