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

The President Directors and Company Of the Mechancs Bsuk
kew.Haven Railroad Company.
This cause was heard at the last April Term Of this
Court at Albany, before the Hon. Hiram DEMO, Chief
Justice and the Hon. A. s. johnson, G. +. ComstOck,
VIM. Il. Wright, VIM. Mitchell, and +. Hubbard
Justices; and was argued by Messrs. William Curtis
Noyes and George Wood with whom WAS associated
Nicholas Hill, jr, esq for the defendants, and by
Merus T. s. Van Wrinkle and Daniel Lord for the
plaintiffs.
1t was kept under Adjustment until the 18th June,
1856, wheu the following unanimous opinion Of the
Court was delivered:
CoxsTocK J.-Tbis is an action for damages founded
ON certificate for eghtyfve shares Of stock in the
Defendants corpoi ation issued TO Alexander Kyle,
upon the security of which the plaintiffs loaned to that
person sum of money and the first inquiry naturally
is, what the force and effect of the certificate i'll
his baDds7 The mode of presenting this inquiry most
favorable the plaintiffs to consider il free from
the difficulty that there was no power in the corpora
ton, its board OF directors, any of its agents. to
ate the shares Of stock in question. Assuming that
the corporation hsd stock at its own disposal and that
Robert Schuyler a. agent, had full power to cell it in
market and issue the proper certificates therefor, 1t is
clt that any peron dealing with him in good faith,
and paying value, would become entitled to all the
rights ana privileges of stakeholder, although the
agent, by secret frauo intended the transaction TO
be for bis own benefit, aid used the funds which he
received for his private purposes In such case,
the acts Of the agent being such as the corporation
competent 10 perform, and strictly within the
powers deli gated to him, upon the principles entirely
familiar, the Jaw would not permit third persons TO
suff.I ~ secret abuse of the trust.
But il is equally clear that no rights would be ac
CURED by party not dealing with the agent in good
faith and receiving certificate of stock without
payiI any value therefor. 10 say that the original
Lo6 er Of such certificate could not be admitted to
participation witt the bona hie stockholders in The
iop.ry fia chse. AID Cor ion u propo-
stion plain that 1t nses OILY to b. stated Such was the
'iiuaiI Of AeAsIeef Kyle re osna holder OF tue cetn-
the fraud. Of seaeyI.f Is Lot mat=a The certdcats Is ad
ntiGd besB su0Geny and he paid nothing or
Iii, which Is 7, aehed without lin1 ia qa. ston
Pow o he Corporation ,eTeate The stock OF Schuyler
ssent TO oe the pFef eyde'ce ueeot TO purchaser in
sos faith
The certificate in the bands Of Kyle paid for the
vi oh Will be m,ntoIed; Schuyler the agent
os Company had power TO Issue eerdes. for shsr-sof
sock .Aee upon TIE eoleons precedent II uansie the
books b. -cue eo' owhef snc the surrender OF that owners
cerfcse he tie FER erey, .d powers
expressly nea 10 that department. of the business OF the
.eroiaoa lie hsc nostncrs certifying p2wer Eer any
a. ell 10 certify except deAGI TO transfer Of stock by
otS De Tened upon tne famed nethef tAe
Board Of Directors BY whom Schuyler appointed agent
the Whole oey Of the CorpOiaca lad power to ciee the
''oi which lie eeIt 'sud TO ny p,os'ed TO efesen
the soti ss coud lot be brought into cAs by the
Whole power q h- Corcfo III. esIfo Ate ,saee IS the evil
deiee ct its existence sud tie sh o the ho Ter thereto
Iecesny ,od. Upon the misses last the
the full Vsue q The stock tie eoee purchase stocs Of s,y
,ot WHO H. bat be suld not ueer eone obtain
from the or its agents because there
be ksc. ana could b. created
TtG lar do sLdeiaId that my conclusions dder
tally en- the Coul eel who have srsued the
The Isnfs md mistaken in regard the general
.eeI OF THIS numeD they 90 urth-r result tina,
rsh siches,, merely for particular re.s,n that
The oeh an, OF der the charter the essen Of
he seton IN the of the Council being the
By ttslus the faith Of tie false epesentsti stock
which the contains The opDions however Of
vel 90 tLose Of eminent lawyers have appeared uIon
me sGinef sLdI hlh II proper TO refer 70 tsese oPps