New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1856-06-27

port, sid that already excite IN them an ardent
en'husIa,m without precedent in our politics.
.......@-
After careful exsm'psfiJn Of the opinion OF the
Court OF Appesls pubrbed in our columns yester-
day, denying the liobiiisy Of the New-Haven Rail
road Company for the Schuyler certificates of
stock, we are not acle to give to that OPT ion any
great credit either fox clesrneS or for force. In
The discussion Of nice points Of legal metaphy sizes
the Court set ms entirely to overlook what ought to
be he great controlling consideration in all cases
of the sort-the security and convenience OF the
public 1t is very true, as the Court remarks
that The great end looked at in the creation OF
stock companies js not mere trade in the shares,
but an investment Of capital for purposes beneficial
at once to individuals and TO the public; but 1t is
no less true that one leading nducemens to invest
capital il there shares il, the facility with which
they msy be sold and transferred and converted
again int, money, or made the security
for borrowing money, should occasion arise.
Anything, therefore, which goes to throw
obstacles in the way of the transfer Of these shares,
at the general value Of stocks; and such must be
the eff ct of this decision in an eminent degree,
since the operation Of it must BE- if the doctrine Of
tbs Court lie to be carried ou. that no certificate
Of stock, however apparently valid and unini-
peachable on the face Of l., can be safely and
securely regarded absolutely authentic dOcu-
ment The purchaser Of stocks can henceforth be
sure that he has valid certificate, only by tracing
back bis title through every transfer up to the
original issue of the stock for, according to the
OPTION of the Court Of Appeals, no matter how
many regular aud unimpeachable transfers may
have been made on the books Of the Company, yet
il. in tracing back the history Of the shares men-
tened in it, it should turn out that forty years ago
,be original certificate was IRE gulary issued then
that certificate being originally unauthorized, 81
thtse subsequent transfers cannot change its
original character of a worthless piece of paper.
Where fraud has been committed and one or
the other of TWO parties must lose by it, the ques-
ton upon whom shall the loss fall ought not TO be
decided upon any nice points Of metaphysics, but
b, the consideration, what decision will beet pro-
mote the public security and most tend to prevent
the reusttiou of similar frsuds' Itwould certainly
seem more in accordance with this enlarged view
OF the subject rather to throw the losses occasoned
BY the fraud and false representations Of an agent
upop the parties by whom be was selected and
MAC. in a position to commit the fraud, and who
might, by proper precautions have prevented
il. than upon third persons having NO concern in
his appointment, no control over bis actions, no
power to put checks upon him, and in the or iinsry
cou,se of business, no means whatever Of distin
gushing between his legal and illegal acts. To
hold the Schuyler certificates substantially valid
81 against the Railroad Company would in
deed impose certain loss upon the
Stockholders of that Company, thus called
mon TO contribute to that extent to the relief
Of the holders of tho Schuyler certificates;
but II would have the good effect, at the same
time Of oblieipg that and all other companies to
nrovide tho securities, which they alone are able
provide, again ct The recurrence Of similar frauds
To throw the loss upon the holders Of the certificates
must, by shaking the credit Of that hind Of docu.
mebt. tHct a loss-nOt mere temporary loss,
but a permanent and perpetual loss-upon all
bo)ders Of certificates in all companies, q lOss to
be realized over and over again as often as a share
10 sold. OF course the purchaser henceforth must
deduct from what he considers the real value of
the stock a premium OF insurance or indemnity
against being imposed upon through the artful
Frauds of the officers of the company by false
certificate; AID, considering the number Of frauds
of that sort perpetrased of late year, aud the per.
lection to which this particular branch of cheating
has been carried, that premium Of insurance is
likely to be pretty considerable one. To protect
the pockets Of q ,ew holders of New.Hsven Rail.
road stock against the consequences of fraud
which they might have prevented BY taking proper
PIE cautions which they alone had the power to
take q perpetual and heavy tax and drawback is
to be imposed upon the transfer and salable value
Of all stocks whatsoever.
1t is favorite idea Of modern commerce to give
to all property, or rather TO the documents Of title
which represent ii, . negotiable character, thereby
actually increasing the value Of the property BY