The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1856-06-30

have been mere breach Of trust relating 70 moneys il
bis hands, and upon the principles OF trust his intention
TO appro pirate would affect innocent ~.
But such not the relations between Schuyler ane
the corporation, nor was he held out "a the world a:
ssansipg in such relations He had no power to sci
stock at ALL 70 issue certificates except Incl
dertal sale between existing stockholders, and ther
the boob and surrender OF previous certificate fol
| the same stock The authority which he assumed u
exercise, therefore, conessedy never had an aetna
existence, and within the principles which have been
stated never had apparent existence. His appoint
ment in its very terms which all dealers are supposed
10 have been acquainted with did MT include his acts
and there pretence that the authority, il conferred
WAS Enlarged by any holding ont or recognition o.
such acts All that can be said in behalf the plaintiffs
Is thai the certificate itself implied representation or as
slrance that was issued within the power in other
words that the conditions which the power depended
had been fulfilled. Even this representation when close
" scanned, I than inference OF the dealer
that the agent had authority to certify except under
conditions those had been in fact performed But the
elusive that the defendants authorized
such representations To say that they had would be sim
ply saying that they authorized the certificate because me
where eke and this would be assuming the very point 10
dispute. Tho representation or assurance therefore, II
such call IT, the UNAUTHORIZED act of the agent.
Iron this the plaintiffs naturally doabt relied and SO,
doubtless the dealer did upon the bill Of ladng in Nor way
Grant (suwo) which contained an express decara
ton that the goods shppc, The precise .ilulty
Is that they relied upon the appearance which the agent
gays 70 the act ana ey a' my were dse =. they
parent scope Testing the question by any rule Of agency
with which am acquainted, the defendants were not
pOlnd by the transaction
ii any one Of the main conclusions 1t which have
rived il this discussion is sound there IS 40 remainn
h. cer,,fca in question ~ unaffected B, the want o.
ower ii h. co.. pora,on 10 create or recognize the stock
rpeara Ia we have seen that IL was void in
is origin because issued without consideration and in
faud tf the defcndant's rights We have also seer
that those objections were equally fatal 10 its validity in
holder u has been fu, Their shown that I le nsru
rept imposed no Obligation or duty on the defend
ants upon The more special ground that the act Of
Sch ipr in
winch ,hey ever in fact or in preencc conferred upon
him th.ir agent and If TIN, objection Is sound the
m,,er observation has been made aud, doub, not as
senoc TO- that Il cano be overcome by allowing 70 the
certificate tie Transferable lualy ana immunity which
Leon. Ia neeo,iabl, pauer Unless these concllslons
can he oyerhrown thew are subyersiye of The entire
| nound OF acton
a,ormcnt not rs distinct GROUND az liability bat blend
90 with other nrinc,es deserves by i,selt very little
cc,sinrasou Fiery cornornte as well as private oblpa
ton or instrument undoubtedly contains an express or
implied representation OF fact upon the faith of which in
neon, parties may deal IF it be promissory Cote value
received l. fact Expressed or implied and Although tn.
fact nav met he sn The maker i bon IA nav the oh
rat'm Il the hanos Of an innocent thru party. not
$500 -, ,hinrw ~ es,onneI I'M, mon nrn3inIes
uPu. any ~ Va ~ fcr,, w. ~ ,ho -,
,ra, 10 Ina, "o. ppec",ioSic tho mal" NAV as
u1 hnro,arn ~. ,aee% no ac,od hv an cton,e
nave heIe.o ~, e ME- Wy n * ~.
:. iru 49,, ad ,ho dnaor .rs nnnn hat - nresont,on
n m s,v that no is cstonned by the instrument itser
I, , " sis Wa. W 49, ord .hird nor,r no. aait
Win 4 e only asserting in another form that fraud mis-
tn drees ;egait, want Of consideration or want Of
or, dada
oelehec. inls m1ua nu 49,, I h;ot ~ iI ,;n h
tween inc ~ tba Of
MI MI, an ;s ,ha, an .dmiSs;on nv ranrnsnnta
~. ne. i, Lii - =, 80 . 81 stranar 20 ,rba IL E; NOT
.o - t n,rn, !, w. No, oxnr.sal, as;n,ad
;ue, a "i' 20 49,, nss ,n1 = NIL soa ~ OF Z.
~ n,. I; ,La, hoore ,hn n,,nrnias Of
haro o44l ihe resuil ts uu..o VIZ !. , W, "
esoppe, Can DC ap' 49, " IN, .ea, VI go. nisvo
n M ar neo mud farns ~ ohigation ,,sed in the
.s con.oYs wi.in iiscf renr. sen,a
wv. W go, a., .,aS oar,;as ,,a accon, az addressed
iehu,c aG .dap PI ~ ;encc liz conduit Ear
" ,iinHeii, unu i'e .. IL 49,, - IA Ia.
sucn G ~ ~ irci,o t;,herto reno@i"aJ
IL H s ni,,anad ,hnory NJ 10 action nro
,in nrcad ,on ,ia .rgnnent assumed that The cor
mueuy useu ufcl w. ~. - a $3.50 ,ho 49,, ar;,ia
ii o - IF s.n, ~ ~ Ian. certi0cates or n
.lieo n,inou , - IT, IL so ,hinl ho~S domnn
sieaei ai m Ia, IT, ~ o. . !, uas Hon ~,
suatei; but assuls 49, peau.s .i v 49,,
sis,cu va. VIC iu.nsI ~ = ~ ~; a,a M o,sar
ana tiat the ACTON wouiu uc oh .s g o.u. lie ss.
,ai Piinc.Hcc VI ..e e.se -, 'a s." @ 90 cane, racn
.l az "a. ~ @ ~ .tn az,
hr e w ,he Which mpaes thew
male In DAMAGES for the injury sustained,
~ sananne Of ,hn renrsssntoon rerardej A. fse
Now nv nrcse tnc the faschood alleged in the ccriti
ION plausible appearance is given to this view t
casn R,t il il essentially illogical The falschood
VII we'd in his ASH, e. alone really consists in want Of
carro,ota now =, a. er into tc engagement and that
instead =, honp cansc Of The action is serious difficult,
r. bc Tcmoyed If an agent irrespective Of all question
r,s;nr nut RI no srecial limitations Of h,s own
s,n ,h,,v -" &c dertved from The BOARD az Direc.
s,re conrot hind cornorat,on or affect the
.,aI,s - ~, rarn,rc etoclholdcr. nv The terms
i.sna " - "a oa,tiHca,s thase 10 great
oiec1.I.r IN an,r,nino that tho resnu NAV n,
s;oi,, rnocbnd Nv, rms charoinr tho Ground az tahiti
:. - -. roaa;,.a, a Lo,n,, y, Il, ,gan,, :
y; 20 N n saS ~ ,ransact,on nnar,Lorized
NJ IN; ~, go ,h.ro g. NO node ~ rodrnss
=! ~. 80 j,o"a,a ~ ,,,c dnct,ne that cnrnorotio
uin nol an iuNoea'e =, -, - 49, ~, Z, go
eano. VI , 49, -. os.onts entr INTO enforcement
oi 70 a, $3.50 ed Tho hanea,s NJ tie srans..
WIZ. ' . ., =. ~ a.aclhosIars nv oro Mold In
uon 'sn W p n =; w. No co,,o hoSro NJ Tho
'ne, pn az or,ara,nn 40 ~ mr. yvsc conr octad
~. ~, ~, ~ l, ~ III aaon, nor hsy ,hnv hn.n
WIN ,nc mi.conuu.' ., uet as, . nd NV hi M
ny ~. ~ ~ MI ~ ny,o reaeons for ~ dnins
alegca wa. li's nnu no' ,hp dovad from hi az
NoLceane ua' seus ei p H. nd ~ rn,or.
pu.I'!iVi. as ~, ~ ,o,, 80. ,ha
men. apliiei l.olua. '' e,I IN, '1ha S;,,r
ON! removed oi.e s'ep iui i.ti o ,. H. n, ~,
WEI ho .s W. .p' 1870 al Tho corrorae
y ma. NC Blanca Viz ., W. . ~ ano ~ oual,,nn i
o.a ns 'o :, AZ NY, ornn have annaront
no Where 10 nc ounu. ~ uu ny ~ ~, ma, - t, -, -
klchce ~. uisun -. ,'or ~ ,nnr,a On ,ehiel