Minnesota weekly times. [volume] (St. Paul, Minn.) 1854-1859, 1856-08-09
ssAAFfJ nRA ss' From tho Il n EyehlAs Posi-. Q
81 THE MEM NEUTRALITY-SUSPICIOUS. cAss.orni
4fiis co5kr oFazpyEAny I THE suppEsroR cobar

sea.etf1 hi3H ~ From the n r. Evchlhg Post uf
THE NEw HAyENsRAILROADC AsE.o1aa
4aiE co1kr Of ,raE SUPERIOR cobsr.a
i, q aid WHAT, EACH DECIDED. Ig6 iedi 81.
The Published M ST the precise ground
covered BY the decision Of the Court Of Appeals
are widely different, and none Of them strictly
accurate. 1t is great mistake to suppose that
it does not deny to the holders Of the spurious
certificates any claim aSainst the Company, to
redress. Of any kim, BY any form Of proceeding.
As the complaint in the action of the Mechanics
Bank, was originally drawn, it avcrred a demand
that the plaintiff should be permitted to have the
stock transferred to il, on the books of the Com
pany, and u irefusiAby the latter.l Judge Bos-i
worth, ut the trial, mtiinating streng conviction
that no action would lie for merely refusing to
permit transfer of stosk conceded to be spurious,
sthe pleadings were amended on the spot, by the
consent of parties, that the complaint alleged
| that the Company had been also required to pay
ITO the plaintiffs the money it had lost, through
the fraud Of the Trinscr Agent and it was adj
mitted that such IA demand had been made, and
absolutely rcpudiated by the Company Judgment
WIS given for only the unpaid balance OF the sum
advanced by the plaintiff on the security and credit
Of the certificate, and that balance was several
thousand dollars less than the market value of
the number Of shares which the certificate repre-
scented. 's ~
Hence it is evident that the claim has been
adiudicated by both courts, upon its merits, UNI
affected by any questions of pleadings. aa y q
The point of interest, therefore, is the decisions
actually made, and the ground covered by it. ~
Both Courts agreed that the certificate in the
hands of Kyle was void, and could not be made
the basis of any claim by him against the Com
pany. Tie was the party to whom it was issued,
and be being party to the fraud practised by
Schuyler, upon the company and the public in
issuing it, had not, and could not have, any rights
as holder of the certificate. b.,;os -, s.t IL
The Court Of appeals has also decided that no
purchaser of the certiicats from Kyle, although
buying it in good faith and paying The fair value
of genuine stock, relying on the truthfulness Of
the certificate and the fidelity Of the transfer
agent in issuing it,, could acquire any rights of
any kind against the company, not possessed by
Kyle. He having none, such a purchaser could
acquire none. a.oe5, a,.,o All
The Superior Court decided that such pur-
chaser had a just claim against the company to
be mdemnifed against the consequences of this
fraud, and was entitled to recover what he had
paid for the stocks, bieot to this limitation that
the recosery could not exceed the market value
of the stock, had it been genuine.
The Court of Appeals held, as it must do to
be consistent with itself, that even if the board
of directors, duly convened, had issued this GER
ifcate to Kyle, no purchaser Of it from Kyle
could make any claim against the company. TO
show that this is an accurate Statement of what
that court decided, few passages from its opin-
ions are subjoined: .rS5 us ..............
Sc In order to keep in view the exact conditions
Of the general question:, think it proper to state
the conclusions which 1 consider thus far estab-
lished -. -'''.- ~ '--'-''''
''lst.l The certificate was void in the hands of
Kyle, the first holder, because it was frauduiently
. ISSUED, and he paid nothing for it. c Is H. ~
p sd. 1t was also void in his hands, because
issued by an agent without authority there being
no surrender of a previous certificate, and no
transfer to him the books of actual stocks, and
this want Of authority known to him.
s 3D. itwas void because the stocks it prOfessed
to represent had no existence, and conid not ex-
ist under the charter of the company, all the
powers of the corporation in the creation and
issue of stock being already exhausted. In respect
tothe conclusion. last mentioned, it must be, and
thnks IL cohcetied that, further result. the
certificate is void under all circumstances so that
no person, in whatever situation, can claim under
it the rights of IA stakeholder, or damages on the
grOundaof IL refusal to admit him to such rights
k The principle decided seems to be this ga y.lt
A corporation whose transfer agent fraudulent
lNissues certificate Of stock to a third person.
although it be in the precise form prescribed by
the corporation, and althoughit be the sole duty
of such agent to see that the conditions mixing
it proper to issue such certificate have been full
filed, and although the power Of issuing such
certificates is confded wholly to him, cannot, bv
reason of such fraudulently issued certificates,
madeliable, in any form, to any one who may
buy such certificate of, or lend money on itsered-
it to, the person to whom it was issued, under
circumstances. The person to whom it was is
sued having no rights, a purchaser from him can
acquire none. fl a,sa 81. gr..5..
The fraud of the agent, in issuing the certii-
cate, is his individual fraud, and the false repre-
sensations. 4 They do not and cannot, affect the
:. The object Of this notice is merely to state
what had been decided, and not to discuss the
merits or dement's of the opinions or judgment
of either tribunal s.Rais sss1is,31a, 1hat1s- as4
~ l1in = ------EA-.--i 9l5 fra .ge1
VALUABLE TRAISs- ,7-7l he train Of Hon. JOS.
Rolette from Pembina, noticed on Monday,
brought 'oser 100000 worth ofbdHalo skins
alone, besides some $40 900 or ss0,OoOin va
rious elher furs. This, added to the value Of
the Selkirk train, 100000, and to the ST.
100000 iii lumber annually shipped from our
Territory, make yup az item Of exploration
greater than that Of any other new State or
Territory in the Union, if we except the gold
expectation OF California.
~ -aL.-. ...r-
SErrLERsr.F Should bear in mind, that they
can make preemptons until the lines of the pro-
posed Railroad are located, which may belone or
three months after the passage of the Biils,iR
4s0 rs The Pioneer of Yesterday e. CONTAINS