The Kenosha telegraph. [volume] (Kenosha, Wis.) 1860-1888, 1860-06-28


TO she e.. a. ~ ERii. EG. IS. Go, Appealed
frOm DOdge Circuit.
By the Court, j. Pdjne.-The cash
capital in this State, was inadequate to
the building Of It's railroads, or even to
the payment Of such proportion as is
usually paid in cash for stock in the old
er and more wealthy communities. But
the farmers along the routes, having
confidence in the success Of the enter
prise, and the ultimate benefit to them
selves, were willing to mortgage their
farms for stock, placing the securities
in the hands Of the companies, to nego-
ciate and raise the funds necessary for
building the roads This practice was
extensively adopted along most Of the
roads in the State. The securities were
taken and negotiated by the companies,
and default having been made in pay
ment, number of actions have been
brought to collect the notes, or foreciose
the mortgages. The defence is now set
up that the companies had no power
under their charters to take these secu-
rites for stock, and that they were
therefore void.
AS is usual in such cases, many con-
siderations were alluded to in the argu-
ments of Counsel, which have no bear
ing upon the legal question presented.
If the farm mortgagors influenced, per-
haps, by public spirit, combined with
the hopes Of private gain, have mort
gagged their farms for stock, the fact
that those hopes have failed, and that
financial ruin have fallen upon the en-
terprises, and that the execution of their
contracts may prove hard and calama-
tous to many OF them, furnish no reason
in law why they should not be executed,
provided they were such contracts as
might in the law be made. On the
other hand, if the companies had no
power to take these notes and mortga-
ges for any purpose, so that they were
utterly void in their hands, the fact that
large amounts have been invested in
them, which will be lost to the .purchas-
ers, is no reason why the courts should
hesitate to declare them void,
1t has been contended on the part of
the plaintiffs, that even if the companies
had not the power to take these notes
and mortgages, for the particular pur-
pose for which they were in fact taken,
yet that they had power to take notes
and mortgages for some purposes, and
that being SO, that these could be en-
forced in the hands Of bona tide pur-
chasers for value, which they claim to
be. Perhaps some OF the cases might
be decided upon that ground. But as
several have been argued, in some of
which it will be necessary to decide up
on the question of power, and as the
conclusion to which we have arrived up
on that, will render a decision of the
others unnecessary, we will proceed to
address ourselves to that, without fur
Their notice Of other considerations.
The question is, had the companies
power to take these notes and mortga-
ges for stock ? In this case it arises
under the charter authorizing the con-
of q railroad from Milwaukee
TO La Crosse. The counsel for the de-
PENDANTS contend that the company had
not the power, and that the transaction
was violation of its charter. To Law
the foundation on which to sustain this
position, they cited large number of
authorities establishing the proposition
that a corporation has no powers except
such as are conferred by its charter and
that its acts outside Of these are void.
This is too well settled to admit of dis
pute, and moments consideration of
the great increase of corporations in
modern times, and of the vast powers
entrusted to them, as well as of the nat
ural tendency of their accumulated cap
ital to accumulate also influence and
power, is sufficient to satisfy every in.
telligent mind ofthe absolute necessity
to the rule of combining these
bodies strictly to the accomplishment
of those ends and objects which their
charters authorize, and prohibiting them
from all others. But while this is con-
ceded, 1t is also true that to these or
Sanlzatons is entrusted the accomplish,
ment OF enterprises of great pith and
moment" which when properly execu-
ted, contribute greatly to the conven.
fence and prosperity of mankind, and
even to the advancement Of civilization
enterprises impossible to private nm.
associated capital, and which sometimes
task even the enormous energies of cor
porations beyond their strength, so that
after expanding the best efforts of I'm
man ingenuity to accomplish the end,
they either fail entirely, or succeed par,
haps IN completing an Improvement, OF
which others may reap the benefit, only