Richmond enquirer. [volume] (Richmond, Va.) 1815-1867, 1860-09-25

of public concern, involving
NAV affect the welfare Of an important ''he o'
Improvement, and especially that OF our own
CITY, if not of the State.
Il was stated by the President, in his address
n the stockholders, that the projet OF agree,
mcnt signed by him ON the 18th July, and
signed also by the President of the Board OF
Public Works, for the purpose of testifying
the approval of the same by that Board, was
prepared by Ja,nes Lyons, Esq, one oil the
directors on the part Of the State in the Com
pany, ard was based upon the opinion that the
Company could sell its property without the
authority of an Act Of Assembly. The stock
holders seem not to have concurrcd in tins
view, ~'since," they say, sit is necessary 10
procure the approval Of the General Assembly
to the said agreement" Mr.. Lyons was mol
in the meeting, being detained at the "hlte
Sulphur Springs by sickness; and, as lie hao
no opportunity then of stating the reasons iof
his opinion, it would seem to be just to hlm'
self, as well as TO those who acted upon MS
opinion, that they should be publicly stated
The following letter and projct OF agreement
arc therefore published at the request oil tho
President Of the Company:
RlcuMoSp, September I, lSGu,
Ny Dear Sir: | have just received your note
of yesterday, in which, among other things
YOU state that my opinion that the JameS laVei
and Kanawha Company could sell its property
without the authority of an act Of Assembly,
has been .'wondercd III, and request Inc &c
state in writing the grounds Of that opinion.
had heard rs much before, since my return
| home but as the contract with the French com
many had, in al its essential qualities, been
ratified by the stockholders, subject to the ap'
proral of the Legislature, the matter was nc
longer of practical Importance, and | did moi
care to 70 before the public to vindicate my
opinion.
But as you co.operated with ne in negotla'
ting the sale to the French company, and sign
ed the contract which | drew, which made inc
sale absolute if approved BY the stockholders
in general meeting, under my advice, 1t IS pro
per that the responsibility for the act. anu Int
error, if any was committed, should rest OF
my shoulders, and not on yours; and the iacts
with the reasons for my opinion, should ot
stated for your vindication, when you reques'
them. It is proper to state, however, tina
while the contract stipulates that ii it shall ot
ratified 10y the stockholders in general meet
ing having received the sanction of the Board
of Public Works, it shall not be voided by the
refusal Of the Legislature to grant a ne"
charter TO the new company; yet that very
| stipulation necessarily brought the subject un'
der the review of the Legislature, and the
granting of the new charter would be the ap
prevail of the contract and sale.
did not suppose then, and | do not sup
pose now, that q single member oil the Legs
lature would refuse to ratify the contract OIL
refuse 4 new charter; for | did not suppose
there was Il man in Virginia who did not wish
to see the great work completed, and not one
who supposed that the Legislature would ap'
propriate the money necessary to complete 1t,
without which it could not he completed.
But it was possible that Il majority might
be found in the Legislature who would refuse
the new charter; and it was possible that the
purchasers might become tired of their COLI,
tract and cooperate with that ma orty, anu
thus procure Il discharge from their contract
and | intended to guard against that, and Sc
cure, if possible, the completion of the work,
even if the Legislature should refuse the new
charter; and, therefore, | asserted the clause
which contains the opinion wondered Al"
The stockholders, however, have amended
the contract, so us to make its validity depend
upon the ratification Of the Legislature, as they
had o right to do, and it is not for me to ques'
ton the wisdom Of their act.
The question with which am to deal Is,
"could the Company, in general meeting OF
the stockholders, make q legal sale Of its pro-
| perty and franchises, without an enabling
statute"
In order to determine this question, it is ne
cessary to ascertain:
!. What are the powers Of corporations,
generally, over their property:
Q. What are the peculiar powers and dlsa'
bilities of the Corporation in questionable
James River and kanawha Company-if there
be any?
Upon the first point the law is so simply
stated by Angel and AmeS, in their excellent
work on private corporations, at p. l25, SIS. y,
that l will copy and adopt it, viz: -,
'Corporations aggregate" OF which the
James River and Kanawha Company is one,
shave at common law an incidental tight to
alien or dispose of their lands and chatteIS,
unless specially restrained by their charters, OF
by statute" citing Coke's Littleton, # a 800
b. l, sec. l6l,; 10, Cokc's ReptS. BOG, l, kydon
Corporations; los Comyn'S Digest, IT
Franches, F II, IS, .; Kcnt's Comm, e27,
I277E to which l beg leave to add: Story on
Contracts, p. 242. IS. 3l2, and the authorities
cited in note 2, and Hubbard VS.. Aldrich, 9,
n. II. 81; ReynoldssvS. Comms. of Starks; .,
Ham. POS, State VS.. Senft.; ., Hill, 31s; :,
Blacks Comms., [Wcndel'Sl +75, 6.
'Iudependent Of positive law, all corpora
lions have the absolute 'jjnS disponendt, Meth
or limited as to objects nor circumscribed as
to quantity" Angel i Ames, p. l25, SIS. ., CT
ting one Visey & Beanie 224, 24i, ; Kent 2If,
. Bland, ch. r. l42."
"The circumstance that the State holds some
Of the stock OF the corporation, does not at all
affect the right Of alternating its property, the
stock of the State being as much subject to the
exercise of this right As the stock Of individ'
uals." Angel & Amcs, p. l25, SIS. .. Blnney
l case, . Bland l42.
"a corporation authorized 10 dispose Of its
property, may in general dispose OF any inter
est in the same it may deem eXpcdient, having
the SAINT power in this respect as an individual
Thus it may lease, grant in fee, intall,' (noi
in Virginia. ''or for term of life, mortgage
and though insolvent, assign its property IL
trust for tho payment oil It's dcnt, defeating, oy
preferences, where the law allows it" (by Stat
denied hcrc) ''cven the priority OF the State.
Angel & Amcs, p. 12G, IS. ., citing State
Bank of Maryland; G, Gill Il Johnson 205; Union
Bank of Tennessee Is. Elliott ct al; 4, Gill 4
johnson, 500; Warner Is. Mower; II, Vermont,
3s5; Pope rs. Stewart. Q add, 4ol; Bcnney'Ss,
case 2; Bland, l42; Lenox e&. Roberts, Cd;
Whccton, 373; Burr's ex'rsrs. Mcdonald, ct ats;
8 Graf, 2l5.
an general, corporations must take and con
rey their lands and other property in the samc
manner MS individuals: the laws relating to
"the transfer of property being equally appli'
cable to both" Angel d Amcs, p. l2i, SIS. 10.
y corporation aggregate, is in law u person.
Parsons on Contracts, chap. 10, p. III, 90
Somerrille and Charleston Rail Road Company
VS.. LetSon, . How, I9I.
| might pile up authorities on this point
until | made Il book Of them, but should not
establish thu nrnnuSition more firmly anu