The eastern clarion. [volume] (Paulding, Miss.) 1837-1863, 1858-12-11

Thomas q. Nclutyro %. H. II. Ia-rsham R,ti, as-
s.-uees Of the Grand Gaf Bank
J. p. COLEMAN, for the Plaintiff.
". L. WILSON. for the Defendants
Mr.. JusrICE HAyuY delivered the opin-
len Of the Court as follows:
Thecas. presented by the record before
us. + this: On the 18th November, ISL
.he plaintiffs IN error executed their pro-
mis-arv note to the President and Direc-
tors of the Grand Gulf Railroad and Bank
iug Company. q bank Of this State, incor-
pDratei by the legislature in the year 1858,
Us whom the note was assigned by decd Of
assignment on the 3lSt December, iSi2
10 the defendants in error, who brought
this suit to recover the amount of il.
The plaintiffs in error pleaded in abate-
mont to the suit. that the note was assign
ed by the bank in violation of the statute
ofthc State. passed on the DIST February,
I~4H, which enact- that 1t shall not be
lawful for any bank in this State to trans
fir. bycnd0rsementor or otherwise, any note,
| It'll receivable. or other evidence Of debt
and If it shall appear in evidence, upon
! the trial oi any action upon any such note.
bill receivable, or other evidence of debt.
taa. the same was transferred, the same
-lall ahateon the plea Of the defendant.
The title Of tire defendants in error 70
| tine note j. based upon the assignment
I tn them: and the question is thus preaen-
/ ted whethecthe deicudAntsin in erroracquir-
/ -d ly the icumont such q ;itlc as would
/ enable them to maintain an action there
upon in their own names.
ON the one hand, it is insisted that the
! a~-igume-lt was in violation of the statute
of $50, and is Illegal and void, and that
uo right 1f action passed by IT, On the
! other hand. il Is contended that that act
! was q violation OF the right vested in the
! bank by lis charter 10 transfer and dispose
! OF property. including promissory notes
! and that the statute, being an impalrlnl
! og .he contract between the State and the
| bank under the charter, was uncoustitu
| ti5nal and void. 1t is admitted that tn,
| statute OF lStois constitutional and valid
! except 50 far as it impair- the right gran
ted to the bank by its charter to transfer
/ lis evidences Of dcbt
( Itisto ne observed that the note in ques
! ton was made and delivered 10 the banl
! a.ter the passage Of the act OF 1910, an'
/ hence no question arises as to The uncon
4 ,ti.u.4e44..l3tv -of ti4At act, o. the Sroln.
! THAT f impaired the right of assignmen
] existing by the general law. at the time O
| the execution Of the note, and which en-
tered into and become an incident to tn
| contract.
The case, therefore, turns upon the sin
| glo question, whether, by the terms Of tn
I charter, the right 10 assign promissor,
/ notes Is among the powers granted to tn
| bank: and this involves two points 70
! consideration. lst Whether the powe
| is s,pre.zif qrdHte9 in the charter; and, ID
Whether il is necessary to the exercise o
any Of the powers expressly granted, ant
therefore arises by implication.
! |. The power is claimed rs eXpressl
| granted bv the second section Of the char
Ter. which provides that the corporation
hall be capablein law Of purchasing an
possessing lands. tcnements, and hcred
tlments, and personal estate Of any kin
! whatever, to an amount not exceeding tn
! sum Of one million OF dollars. besides tn
| cost of constructing the railroad and al
| lugtenanccs thereto, hereinafter mention
ed. and the same may sell and dispose {
at pleausre." 1t Is said that the powe
| thus granted .to purchase and posse,
p-rsoaaf c-trt- of oav lind l~hqtccer," and IT
! sell and dispose of tic sane a. pleasure.
]
! which are recognizcd as a part of its pr
perty. and it is not pretended that an
other part Of the charter gives any san
ton to the idea that this power was e,
pres ~ conferred.
The argument in favor of the powt
rests upon the force Of the words ''perSoI
al estate" above quoted, and It'll said th,
these words comprehend promiSsory note
Concedin- that these words are suticie
/ tly comprehensive in The abstract, to eT
brace promissory notes, yet the particul
inquiry is. not what is the abstract for,
og the words. or what they mqv compr
/ hend. but in what sense were they inten
. "a - Zee used as they are found in Il
charter. The sense in which they we
! Intended 10 be used, furnishes the rule
Interpretation. and this is to he collect,
from the context. and a narrower or mo
| extended meaning is 10 be given accordil
/. a- the intentions thus indicated. lfch
. rs. .EriW ) madd. -; Hotfam vs.. $
fsa. Is Nes. 800: .~borl vs.. Fart of BIZ
-. 3 Vcs. 2l2. And the rule is, that the wor
, estate" or effects, and the like, if us
in a clau-c containing an enumeration
! personal estate, will be generally contin
= 10 estate or effects, C."fm gUcris with tho
-pec.ted. as being the most natural, win
. | unexplained bv the context. Ran 'nqs
.E.aaags. Is YES 46 Stuart v. Butc. -
.f iatE1u IS. ,vsioa. supra.
We must look, then, to the connccti
I'm which the words are found. in order
| ascertain what was in the legislative mil
10 ouGCying the provisions of the seco
4 section. and graduate the general woI
... u accordingly.
D. The section first prescrihes upon wi
s- conditions the corporation shall 90 il
r oreTation-liXes lis name and tho term
y its exIstence-and then follows the prov
-t ion above quoted. authorizing it "bv Il
.e name to purchase and possess lands. L
a- cments and horeditaments, and persol
r estate ofany kind whatever,"k "a
ll 10 Seiland dispose of the same" Thi
o. done before any provision Is made tou
u- the particular purpose for which t
corporation was created, viz; to constr
ID railroad. and 10 carry on the business
banking, discountinc promissory not
81. I dead in exchange, &c: and il appears to
/; wholly independent ofthe bushes, VIII
,f ! was the especial object ofthe charter SO
of l- It had respect to promissory notes O
i. evidences Of debt That most mate
i, part of tho incorporation Is afterwards
4, gulated by several sections defining its
T.. ties and powers in that respect. By I
~ well settled rule Of construction, thercl
,g it Is plain that these general words in
.r second section have no reference To
r especial business for which the comp;
- was chartered. What, then, was the
or islative intent in authorizing the acqu
i, ton and disposition Of 'lands, teneme
and hereditaments and personal cyta,
20 Ii was maniiestly 10 make provision
!, the purchase and sale of such prope
i whether real or personal, of a specific
~ ture as might become necessary in {
-. structinr the railroad and in carrying
-, the business of thanking in its usual coU
- 10 make provision for something
" forming part of the very business inte
ed 10 I've carried on. and which was
subsequent parts of the charter, the ,
. iect Of special attention and regulat
1t is evident that the legislature had
ra- the subject of the purchase or assignn
IL of CLOSES IN action i'll view, in this sect
an from various considerations.
OF 1t is a question Of at least much do
~, | whether the words personal estate
ms any kind whatever" taken alone, VIZ
are embrace promissory notes; and the
tn trary opinion would seem to be the re
ley of the authorities in which the ques
has been involved Popham vs.. Lab
lesjwy, Ambl. 6S; hoorc VS.. Moore |
:. c. c. l27 Fleming vs. Brook, Sch 4
= 3ls; Stuart vs.. Earlo Of B,je, Supra, "
Ex'rs, 40, lst edit But apart from
, for the words as used cannot be held to
y at brace promissory notes, for the folio
IN , reasons: