The Kenosha telegraph. [volume] (Kenosha, Wis.) 1860-1888, 1860-09-20

, be converted into cash, at some price
say fifty cents on the dollar, that bein
as high an average as can reasonabl
be presumed we then would have thi
+ exhibit
Cash paid on shares at par, 50 900, 90
Cash from mortgage sales, 100000
Cash and total capital, So 100000
One fourth capital lost, 10000
Amount to meet the interest
on 50, 000,O -. 100000
Total loss in consequence of
taking mortgages, 49,. 1000, 00t
The amount of loss is the enormou
sum of 5000, 900 more than the amount
represented on the face Of the mortga
ges. All the money realized from the
$2,O0O,000 of mortgages, and 100000
of the cash subscribers money, is used
up in paying interest on the mortgages
Paying interest at eight per cent, OIL
two millions, when only one million is
received, is paying sjrtee'a per cent on
that million.
Such is the exhibit so far as the inter
ests of the company are concerned.
If we consider the land mortgaged
worth the $4,000, 200, land CoNCEDE that
the mortgages are enforceable in law,
this class Of stock holders, like the cash
subscribers, pay one hundred cents on
the dollar for their shares. The share
holders, pay four million dollars to their
trustees-the directors of which they
aeSstlose So 1900 byJorce ofthe con-
tract made by these trustees with the
half.
Will the law imply q power to make,
uphold, and enforce a contract which,
by it's very terms, detrauds and ruins
not only both parties, but which, in fact
and in direct term, abstracts and squan-
ders four ffths OF the money paid in to
one of the parties, (the directors) for
lawful, iaudable, and other
The Court says the 10V aoil
10 this. Common sense, reason, and
Justice declare that this cannot be toll
Grated, and that every attempt at en-
'orcement shall be crippled in the out
set and finally defeated.
The construction Of a railroad by the
La Crosse Company was not, as deci-
led by the Court, the only object for
which it was created. It was created
or the purpose ofreceiving and apply
ng funds received for stock to the con-
3truction Of the road in a proper busi>
less way. 1t was created for the pur
pose of existing as All immortal artificial
being, and OF continuing that existence
70 that 1t might without cessation oper
.te that road for the convenience and
Welfare of the great body polite, and
oster the interests of all its stockhold>
rs.
It was moi crented for the purpose of
constructing this road with money OBJ
aimed in fraud Of the rights of any
nan, or set OF men. 1t was not created |
.or the purpose Of paying ont the mon
ey which it received for its stock from
a portion Of It's stockholders, In dis
charge or liquidation OF interest grown
due on mortgages taken in payment OF
stock from another portion OF It's stock
holders. II eouS not created for the
of paying out its stock-money
for the loan, or use, of the credit of
any individual, or Of his securities. 1t
was moi created for the purpose Of ma
king agreements with one set Of men,
the execution or performance of which
would be a fraud upon another set
No such Ubiquitous power was deIega-
ted to the company, or to any of its Of
Ulcers or actors, nor can any such be
implied. Every agreement which in
terms stipulated tor the doing of things
for which the company qoa8 not created
Or which stipulated for the defeat of the
or any Of the purposes for
which it was created, was the exercise
If power not conferred. Not being
it was usurpation. The
aw does not allow, but prohibits, such |
of power Public policy in
exposes its interdict. The act, there
tore, being contrary to public policy
md against law, was illegal and void.
It is maxim OF law that no right of
action can arise out f an illegal trans
action. Another maxim is, that where
Doth parties have engaged in an illegal
transaction, or, III other words, where
he parties are in part delicto, the cont
lition of the defendant is best, and tina
Judgment must be given in his favor
The reason is, that the plaintiff has no
standing in court but upon an illegal
contract. The law is for the enforce
nent Of that which is legal, and not
What is Illegal. All the class Of mort
yages we are considering are, it seems
dearly illegal and void. In actions to
oreclose them, Judgment should be
,iven in favor OF the defendant.
The correct rule was laid down in
he celebrated Dartmouth College case
when it was declared that a corpora
ion being tie mere creature OF law, it
possesses only those properties which
he charter of its creation ccnters upon
t, either expressly or as 5ucjde,at0L to
IS yery existence. Powers, expr eSsly
,iven may be those which are in no
way essential to maintaining corporate
xistence Those powers which may
,e implied must be necessary to main !
ain indemnity, 51tdt0jde1a1ity, ecist emce
those which simply cenduce to the
Of the corporation cannot be
npled. Existing as legal or natural
is one thing action by
hat indiyid uality is a very different
hing.
A person might be born with but one
rm. Thus conditioned, the individual
liokt exist. But it would be idle for
i'm to say that he had two arms be-
ause they would be convenient" an d
conducive to" his prosperity. The
anne is true Of corporations. If they
ave but one arm OF power to promote
it would be useless to assert
nat they have two or more, because
0 their prosperity they would be "con-
enient" and conducive"
NM nhn,.+n,. Of a nnrnnratlOn Is It's