New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1855-06-25

a. ,ser. though IN the particular m.y
lawful selfss eontsveniss the in's' ~ .ae en-,
f. med upon BY charter which N 'eson % mr. parties
become. Of essential importance IN determining 'n' OF
Ter b. prosed that this Compsey h,a never employed
r ,.r, =, Il, bu that all certificates were Issued y
of The Board fsef and that the ons IN question:
had besn usd under resolution Of the bosIa sns ~ -
re soek or dive to the purchaser the ushs OF =
slarrholdsr might be clear abuse OF INC -, ~
tb Cerr,py and void be doubted that IN Asor .,
OF the scrip who has parted with value OF inc
rrsit M the act wcule be binding on the M
w. tn go an The charter would not be nullty nor
see,s.rfy VIA !, would s Be corp'rse act which me
na No lad a. "a on The faith Of t. ltis true that IN
certain eOPosion i. not esopgsd rom aspy
ard iess but the rule has no application 20 % ~ ne
prs,eDt Tsmsse Peel selden, SD Il sPfss wn're
he hss done cssr excess or 10 Toaton OF
IT, char er ores powers. and trsnsseoa IN which the
parry with has dealt has notice CT knowledge OF Tue
II hi. perceive IN what respect ne sc differs
g er done ,! the ssn sn n, O ,h0s S
end ,hs; the set done while ostensoE wihn inc
limit. and perfrnsnce Of his lesirnste dniiesL
respect to tia keep boois and tie iss1ios SsSk GER
Directors ,elE The whole duty deyol,ed upon him. an
every BY him within the scope OF that du, "''
Nor ices his conflict with the rue tina, where the agent Ell
bue. hi ih. P1sp' n,S s sos Of
his conduct that right which exis between hmse
and hi. only and which in no way Affects the shs OF
As rsn-ef Clerk schuyler stood IN the position Of sensr,
gent that Of ,n s1 -s sai :, S and
regulation. the Board Of Directors He was held ou in this
S e. tie TS iS ss pubic tie @ s
S s. s M 10 ssd Ill set. den. By SiH :. sht
long they had no reason TO suspect 70 me contrary
.e'ins within these limits ana N Si: ensiie h ,.
binding the Company without showing ner assent or
participation. Parsons Conr.cs 4l-61i story AZ sec
Tiers would be ...y otherwise in dealing with cOrpOr.
tons or private individuals acting BY the agency OF Others
Tb. rule sppe. well done in fraud the sht, o. the
p epsl as to those shoy Done otherwise there would o.
H. rule founded in the common Of right IN mankind,
adopted fundamental because ef right and necessary
IN 4. tue the party who claims the benefit Of must himself
b. only fact but IN OF lay free nom any
be party directly participant 10 the fraud nor hays .etna mo-
tics Of nor be put upo. inquiry BY me sapei9q
perfect
edge f the fraudulent conduct of Schuyler there
thing in the trantacon put them Inquiry IL the
s,sispuspt and power to effect transfer ssd respect
different ether the character OF the papers Of the rsnsac
zion itself cm probably hundred similar ones transacted IN
But said the plaintiff, should hsye Investigated the title
,EOn MD b.S Se' y to the BOOK. or BY inquiry
the ocs whether the statement in the certificate was true
former certificate Representing actual soek IN lance
with the spo ~ hi invest sscn By the cs
fc.e Itself and that they had the means OF informing them
81
position parties entitled the benefit Of the rule In question
Iii. sufficient this objection to say that the ind
the Special Term establishes that the plaintiffs made
the loan coed faith and had when they received
"ihe certificate was rot genuine but may Dc al
dsd that regulations in respect to the transfer o. upon inc
boob Of the Company made BY the Board under the slao
OF the charter provisions intended for the security and
benefit the Company Itself the the scon OF
officers and for iheuIPose OF sae parties liable tor
m. seller and bnyer affected BY these provisions
and the purchaser has right to assume thst the rep
i. dat, IN seeing that II. cd ceft6cate has been duly
surrendered before the Issuing Of the new cs,e Of Bank OF
K,ptncky Psrsonss Select Eq Gases I'll Bank OF Utica
Smsley Cowsn no; Bank OF Buffalo vs. horsnt .! "end
sozD .. .,.u 49, ..,,.ho,sor Ia. .,x l.,.l
right inspection Of The books and might properly be de-
MED the privilege If asked for ,,
the certificate itself since both under the supervision and
Of the officer and Il the purchaser has no rights
to it's source matter Of great difficulty II not In many
Il may conceded for the Of this arsgment though
IS shares Of the stock TO be standing in the name OF hY Had
this plaintiffs permitted inspect the books aud hare dis
this fact would they have been more protected than
What higher authority evidence title would the entry
the book made by the same agent who made ne and
f,h. Contrary would be estopPed BY 81 entry IL s o0V
gel Ames 5) why rot equally so by the cerfia
Cate iiselfl
f Of oeL woud be introducing rue
At war with the necessities Of business and destructive of al
bs,s spoken d Schuyler having authority make
cerifcate The judsmen the Special Term does nd
tbs fact the bylaws being silent on hi, point but the
Of the defendants dG ina. he va. inc duy appoint
Of the tr,nsf- books and night TO ssue certificates upon
transfer made by real owner Of the stock
This admission all that the present question
the ousstions put upon the power in the pleading be-
il only the ye oy defendant. themselves
to the e,ses in which might be rshtfuy exercised
Their, distinction in the application OF tho principles to
which have referred between the Of corporation and
of uiudiy
their agents committed in the course Of their Tang
F. Hssism Bsnf; stcry on Gs sec. 5Os,l
BY holding him the world as eoted With certain su.
thoy and inviting the and confidence OF the community
10 him such capacity he principal IN enect undertakes win
all who de. with him COED faith that hi, act, are sh,fSy
done that he will stand by the innocent dealer and see him
protected Il Parsons Select Eq Cases, at p. 2isD
The sct of the sseut shall be treated at the election Of the in
,ured panty as the sot Of the principal for which he is LIABLE
and not Of the agent individually for which ne alone
The fact that the act which deauds the principal him
self sre abuse Of the sgents power' and done with.
Ss Command. not the party dealing
him makes difference in the Application q the pnne.
pe which has foundations in the necessities Of justice
between story Agency, sec ''3 fuuerva Essex
Bank, n Mass. SCI .,.
Ia bic appo he appointed 20 do that which bis
prnc could rghhly do but that makes no difference
Lawful ana proper acts all SCENTS In contemplation Of
law the execution Of he powers OF mat laval
empovment In doing which upon us face n isei
YVES lawful and within express limits OF his powers and
set very description Of those which he appointed to
DO that he ccmr1it,ed the fraud
10 allow the principal ecspe responsibility upon dsinc-
ton Of this hind would be efectuay 10 shield him In every
instance of az abuse Of power the part Of his agent
The totally unlike hat class q cases IN which cor
undeakes do what il prohibited from dong by
" or BY charter and has therefore no legal capacity u DO
or to thar class Of which though scng az the
time in the masters employ ment undertakes 20 do an act
wholly with that empoymen the business OF
hi. agency and which he alone re-popsbs but IS the
case OF an lawful power by agent lawfully sp
pointed principal suthozsd appoint and IN the exe
che this very lawful authority and IN the very terms and
within the very Of his powers ard according 20 the
tom ofhis cAee. Vanderbilt Richmond Turnpike Company
(2CCmI, f7eI 49,
case cannot he conceived In which would DO diff
cult for parties dealing with the agent discover fraud IN