New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1856-06-26

.ks Cor po,ston The creation Of soeh sssns
he tb.r,foie cor sders sscn to 30 one vhh .ns o.
ss.nss can pert nm .Sa srsa 70
Ire number sb.res but not the setutl 'spAIi su
in The actual value Of those ths, now s.nu ne ne
hcds fore that the defendants were pour 20 so a
ps' and :. sunsnd. o purely and noy
on performance Of that dny sHer ,.Ssss 20
ss. ~, ,r Their. .oSd be 10 ground raS,er
Directly opposed these views are those OF Cnes Juses
,. Of he transfer agent, whose commission
be thinks special, AID not genera aa u ,h x1ovn,
pended on ns Is s.ye Re .nsaered Whether the plain
s. as Ade hede could squire any sns Sna' and
Ghetbe the plaintiffs can be Icered 'oIi Het nolee
the last point be ne: 70 sa1. aS no, s.pssd his
ecs and therefore, If they chose % deal ~ zoe To
.l0.; sG ns, Bu ahii the ' s.Ina Chief
e.s be- Ids dADs liable OF the sroun9 ina. me ~
truth he did not lie thinks that schuyler the agent hsd AZ
mpisd authority ION the COMPANY to make such s
ss,c.,s. IN ID. form the Of the regular bu
De.s Of corpors'ion H. be assumes the , "a
s :. s..ue Il. pl.ns. bound take notice Of
se w q :ns y q. W.. same When they
the ,round OF complaint misrepresentation and fraud Can
be ntened when admitted be has no authority to enter H.
nsiee Bo,worh and sosson if do not misunier'snd
them both admit that there was no power IL ne
the shares which the eehcae Of
H. toi was void for that reason thus srdins the only
which in the ooniSn ns Sa G s sn NOT
founded upon the motion Of misrepresentation Sna nsua .nss
.. ss1 @sS s 1caf liability which psh..
ay eIpr sssd in the following language OF Juce boswoth;
5swn om ts term, or appearance, purport. be aud
much the the defendants thai hs. been
,surd the epresenng geeube stock Tne PLAIN
ta. TOOK beevb to be whst pnrPor" TO De snd iae
based the theory that " men 1aS
ant, that the defer dants ss toJped from asserting me
fsfssy reimburse n to The D.nta the
of their loan to the e1ent o. Toe n. Nus s.,s
HE scto based the assumption the rights to be
damages sonse5nsa shs the SS%i -. sa
represents stood to his credit on s books The reas
the at Of SCHUYLER in issuing cer6cs,e within the ap
parent rope OF his powers therefore although the contract
ton and was impossible to performed for the reason
the defendant must nevertheless make good ~ dadge' 9poa
i'.ef confess my own impression be that :
oni refined Admitting that the agent acted T,,nn inc
s pe OF the power delegated to him by the Board OF directors
loo clearly how certificates Of stock which h.y then
.ys. hid 10 70 : Gs tho S.a bss ,oe liability ruuoS
genuine stockholders BY turning the spurious
mt r.. deuy ~hsG il
desvope ind principle on which torest .ee oUs
which have been examination In ole Of them
e.sd to the very sn n approved BY Mr.
Justice Hosman-t claimed that ali the over issued eeIn
e esfs: sii II
capital but merely reduced the value Sf h so Ss
within the scope OF his authority .s .ssn and Is sone
: :sa f,S rhe these h.s Ho already new
Gates in their nsmes were entitled to receive
them and so to be admitted to all the rights and PRIV
irses of .ockhode In another Of these opinions dis,in
by acuteness and force OF Iea.ot the clear sa
potato nsht to create valid title single share Of stock be-
prescribed that the
consequence forbidden to recOsnze as part Of It's
s1ohbo, and con.squeny that the Directors might refuse
recognize all shares which could be clearly traced 70 an os
however that damage. must be made By the
Corporation $40 innocent holders who BY dealing IN them
have pecunisry loss The issue OF false cetdeates
failure Of dsy an act Of ssgs"ss
X 1s Il iHt . bound by az Of
shareholder and must either recognize MN
espondin damages wrong doer TOR withhold
II who that this action can be m'nsaea h.d
proposition: discuss than sinai feel obliged to e1
*. % y s Il o tie :.% $
upon them,
sIS S s
tai stock limited 70 ssco TO divided into shares Of
paid that certificates Of stock s:qed represent.
the 5000 shares actually subscribed aud paid for Now
h Hu %r sS .rs 1S
the number Of shares by expressing the amount Of
and the 10000 in all Viewing the ques
on therefore Of sbaet power nothing appears to be
could no, be er.aed There under the charter no csps
city the nominal capital BY multiplying the shares to
actual subscription, Indefinitely beyond the specified limit
But important to observe that the question has other
and The go shares Of orsins stock subscribed and
hem the s sS
much their sate and individual property any other pos
session which they could acquire Toe entire capital vas rep
resented in be property of the Corporation and
the owner Ct each share entitled TO fixed and unateroe
proportion of tina. capitol Ard from this follows that any
Lumber OF shares by OF
ie law Of the CoIporston, but direct invasion OF
iHsl :ioei Now while !; e.nno, deaisd
yal.s Of every share may BE- reduced BY mi.fmtuDe
ton by the nesec aid misconduct Of its agents acting
within their acknowledged equally plain that this
share
that the mtson of The capital aud the number Of shares
Those who for the chatter aud proposed ia
then private capital in the enterprise which IL conem
udsdus who subscribed ard paid for shares OF stock
be eemed to have done relying the ch irter fr
Thetconclusion TO which am brought upon the question
Dpeached b. the consideration Ut such Is the act that
limit which be Tacd issue By the fraudulent
agent Of the Company know not how the acts may be IN
be pe.G respond 10 the holders Of certificates
uouA in tie gate than its capital because
Thus the Lumber Of shares to be recognized be
practically for the that all over issues are
bot show that claimed Of that character No
que. ton this kin d arises in he case before u.
hist the sued Kyle void his hands upon
special ground that the agent could not certify except
upon col which old exist In respect 10 thai trsac
ion observe her. that third person dealing with
Kyle and taking from him transfer of the cefca doubt
with belief rights against
he Corr ration shall presently examine But Kyle himself
ditob had in which the power certify dePea
tao He this because be surrendered no previous ceth'