The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1855-01-30
LEGAL INTELLIGENCE.
supreme Court-General Term.
Before Hon. Judges Mitchell, Morris, and Clsrks.

u ~
HI Supreme Court-Generai Term.
Before Hon. Judges Mitchell, Morris and Clsrks
III THE PARKER VEIN COAL COMPANY.
N tie water Of he application Of Jenkins Cond0 for
ma~d0mus against the Parker Vein Coal Company-
plaintiffs In this stockholders and complain
hat the defendants refuse to allow them to trsssfer
shares the books Of the company They applied
the special term Of this for mandamus to com
pei the company TO allow the transfer. The motion
ienied and the plaintiffs appealed to the general term
nd Judges Mitchell and Morris have rendered the fol-
owing opinions, affirming the action of the court below.
fudge Uerke The opinion of Judge Morris
urs In affirming the order Of special term, but differs In
ome of the points of Judge Mitchell
OPINION OF JUDGE MITCHELL.
| MrTCHuL 1.-The compliments show that they
tock in the Parker Vein Coal Company, and have sold
hares of il held by them and bought other shares and
hat the company refuses allow them to transfer the
hares on the books of the company. The
applied at special term for mandamus to compel the
company to allow the transfer In both cases The
ion denied and they appeal. similar application
made in Sbpley against the Mechanics Bank 10 j.
B. ASA, in the year 1918, and denied. The court said
hat the applicants had adequate remedy by action
the caae--that IL not matter Of public concern
md there could be necessity of possessing the identical
ection and that by recovering the market value OF the
hares they could be replaced These are all good
,ons and equally applicable in this The deci.
lion again made In lS43, in the matter OF the Fire
mans Insurance Company against the Commercial Bank
d Albany, Hill, 243 and on the ground that when
corporation improperly refuses to transfer stock the
party injured has ample though specific remedy
by action When the applicant has such remedy, and
private person ne is left to that relief unless he
rice exercise franchise the defendant holds a
public Office and neglects to perform duty prescribed by
not private right or the last class the
he People Steele Bart. s c. r. 397. See ths
sn q ss IS By
nercial Bank, w. 81, aid. p, Wind. 34S, and OF
pollock The National Bank, Seldeu ia, show that
he remedy by action Is efectua and readily obtained
is said that the action will be only sort Of suicide,
Is the shareholders would be suing themselves. the
act that the applicants other stocks cannot be
oundation for giving them remedy refused to all other
PARTIES whose stock the company will not transfer. IT,
suggested the company is nsolvent, the applicants
viii DO better off in q suit where they eamages
md hold the judgment creditors, than If they compel
transfer Of the stock, and to be postponed
all creditors II the Company IL solvent the dam ages
hey win recover win be full compensation for all the
sjury which they sustain by loss Of the stock There
lamus par,akes of the character OF public writ in
xhich the people in ways Interested and IL
has never been allowed, except for the purpose OF con
rolling those who owe public duty to the State in
which 1t issues This company Is incorporated in Mary
and and although 1t has an Office here, and may be
pued its contracts and obligations to individuals
thers, yet does not allegiance public duties
his State according to the laws of this State but to
he State OF Maryland, and according to the laws Of
hat State If it Violates its charter the remedy should
be in Maryland and not here On quo toGrrGn0 its char
could not be taken away here and while it does not
ERE with it. The order appealed from is affirmed with
OTIS.
OPINION OF JUDGE MORRIS.
FACrs-The Parker Vein Coal Company il an incorpo-
ation Of the State Of Maryland It's charter creates
Corporation .for the purpose OF working mines OF coal
nd iron, and for vending the proceeds OF the same
lives power Ito make bye laws and all such rules and
regulations may be for the proper manage
the laws Of The State or Of the United Tas
apal stock OF the company not exceed S3 OoO
be divided into shares of 500 each; being 80 900
Mharan onears IF hta hay anad1
certificates Of shares Of stock being 100 00D certificates
shares of stock more than the company by law is
bore capital than the company possesses or can
Is established and limited by the law incorporation
sssnment TO Rom ain and barrow Of all their property,
E every description for the benefit OF creditors The
are partners engaged as brokers in the purchase
md sale Of stocks for themselves aud for account Of
her persons. Plaintfs have standing in their name,
Pon the books Of the company several hundred shares
the capital stock OF which they the legal holders
nd owners and they also hold stock certificates the
sual FORM issued for large number Of its shares Of
hsy are the s soe au o oGe
"a the by Laws OF the company required
oot or books. to o., be kept BY Tue company,
principal office in the city Of New York, and kept and
Keeps at that Office books foe the transfer of its
tock A. the late election of directors, which since
he assignment Of June, 1854 the defendants in this
ause elected directors and officers and have
hc charge Of the books. About the ID OF June last
2lssD the officers and directors closed their transfer
oos which they have refused and still refuse,
permit transfers therein of any OF the shares Of the
tal stock 1t Is impossible from spection Of the
certificates Of stock to designate which the genuine
md which the issue certificates. The plaintiffs
applied to the presen. officers ard directors TO be
ermttei to transfer stock t, persons to whom they
sold, and have been refused to the books.
Plaintiffs claim that this refusal to permit transfers upon
Die books In great deirment to them and TO their bu
ness injurious to the company and its stockholders
: md depresses the marset and introsc value OF the
took; and they ask Tor iamus to compel the de-
endants open the transfer books to the plaintiffs and
ID all such stockholders may desire To transfer stocs
Gates portion of the 3ooo0 genuine certificates
md also suggest that the 100 900 certificates
Avns been issued by officers OF the Incorporation who
IRE authorized to issue certificates OF stock, must be
feemed genuine certificates.
N OPINION.
II The object OF incorporating stock companies Is TO
kregste from the many, sufficient capital TO conduct
business, which the fortune of individual is not suf
cient TO so that the community may be bene
tted by the active employment OF the capital bust
Sess useful to them Individuals are induced to invest
heir moneys in these stock companies from the fct
hat BY law they Gre not personally responsible unless
declared TO be by the charter) for any debt ooga
Jon trespass Of the ccrporacn and because all that
ountarily invests The stockhoier il also protected
regards the money he invests, by the fact that
Barter OF the company limits and condnes the ousi
Jess 10 be trs nsacted in kind and extent does not per-
hit majority Of stockholders, Of directors OFF ,ers
exceed the power given by the ute, 70 bind the
ermitted BY the charter the individual stockhoier
res In the charter and laws all the powers given
tocihoders. directors and officers, and for such pur
he coohdes the amount he invests. Courts kaow.
the language OF the Of Incorporation and that
act OF directors and officers not authorised by the
hsrter bind the stockholer his investments in
hany instances direct guardians of infants and trus
PES Of estates Of idiots and Of the insane 10 invest
heir funds in the stock Of incorporated companies
this state certain stocks maze the basis Of the
CIRCULATING medium OF our banking nsttations, and
IN the BANKS deposited with the Comptroller of the
fate security I, pay the bill holders the bans
his done because Legislators had confidence
he laws creating those stock, and because they
the fraudulent criminal conduct Of the officials
lowered TO issue such stock, could not by fraudueny
Issuing false certificates nvadate depress In value
be genuine stock issued under such laws corporation
las power than conferred upon by the OF
Incorporation. The officers directors, and stockholders
In :orporated company cannot, even by uuaui
,ous agreement MADE under honest Misrepresentation
their 20 vers the capital Of the company or
I've the corporation any increased 20 beyond that
hich has been conferred npon 4 oy the law Of the