The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1855-06-25

bat in spite Of n rssy recover, at all, not because
the certsas does not represent genuine stock but be-
defendant is concluded under all the facts ana creum
stncss Of The BY the act Of its transfer agent and
fectsd BY the prBeps which controlled the decision in
Hodges against the city OF BafAlo q DEMO, l10);
Mcsregor against the Official manager Of the Dsai
EsG. iso1 and IN other gnaSsd esss:. 'i In
those actions ihs pls'psin was party 70 contract
which the defendant had power 70 make. The Of
sumed know the extent Of the defendants powers,
yond the scope Of defendants authority and there
fere illegal and void. Neither Is affected BY the rule
contract sues corporation and the contract though
negotiable in its character s upon its face which
the corporation is incompetent TO make In all Of
the former character the party and in
may come judgment Of law has notice that il is lie
on the face Of the certificate or in the circumstance
under which the plaintiffs took It, to induce suspicion
that il Sss NO: proper corporate act q tine De-
nDdant, performed in the rghttul discharge Of its
duty One t..,Ds bank note in the ordinary
course of business, which had been frAudulently is
sued by CASHIER after the whole amount limited by
law had been issued and In circulation, would have
as much ground to Suspect that the Issuing OF 1t was
net honest corporate act the plaintiffs had to
pore the issuing Of the certificate In question not
sd.r such oil to Il
fused to redeem it 10 there any more doubt Of the right
Of the psintias to recover in this cassg think the
judgment should bs affirmed on the grounds
First-That in Issuing the certificate, Schuyler
acting within the scope Of his transfer agent
snd the issuing Of 1t in Judgment Of law the Of
the corporation
Second That by entrustng to him that department of
business and holding the world as the officer
by whom the pany would transact It. II represented
his ocisl acts to be entitled to credit and became
spontiols for his fidelity in that employment.
issued BY such officer in the usual FORM and authent
GATED by him In the usual manner offered for SALE
H. through then, assured by the company that the
facts a. they represented them TO be- and IL as
much authorized to purchase relying the truth OF
that the merchant Is to sell upon the
augmentation Of third person. that tho vsndee
thy of credit
Fourth-Thst purchaser in good faith for value and
although proves to have been rsuduleutly issued s
entitled to recover his esmages Of the company they
refufe to permit transfer Of the STOCK to reimburse
cannot be charged With having been negligent with
want Of due caution in having TRUSTED 70 the certa
cate Of the officer without further inquiry, when
there nothing ig the under which the
stock offered TO h relating To the person Offering
it, to the amount Of the stock offered Justly calcu
lated to excite the suspicion Of prudent and cautious
that the officer Of the company had departed from
his duty in issuing, that tbs holder had BEEN guilty
Of any improper practice in obtaining it.
Chief Justice Oakley delivered oral decision agree
ing with the three preceding opinions In confirming the
judgment Of the Court below.
Judge Campbell gave a written decision dissenting
from the other four Judges.