The Kenosha telegraph. [volume] (Kenosha, Wis.) 1860-1888, 1860-06-28
AenOslla, Wis, Thursday, June 20, 1860.

NNNoAOAA VI 1Oo POWOI VI DuIlUlIlS rail-
road, by disposing of its stock for the
money necessary therefor.
The other question is, whether this
means was prohibited to the Company!
And towards this point the strongest
arguments for the mortgagor is direct
ed. 1t is said that the charter provides
specific method of raising funds for
building the road that is, by opening
books for subscription for stock, and
then requiring payment from the sub
scribers and that this method having
been provided for, every other is neces-
sarily excluded. AS a part of the ar
gument, it is assumed that the charter
contemplates and requires payment
in cash, and therefore that the Compa-
ny is in effect forbidden to receive any
thing else as such. This assumption is
of course necessary, for the validity of
the whole argument depends upon it.
Let us examine whether it Is correct.
There is no express provision in the
charter that the stock must be paid for
in cash. Is such provision implied?
Ii was suggested that the language fix
ing the amount of each share at one
hundred dollars, necessarily implies
that the payments must be in cash. 1t
was said that "dollars'' meant money,
and was not descriptive of anything
else But this suggestion seems emit
tied to but little weight when it is re-
membered that money is the standard
of value, and is used as the representa-
tive and measure of the value of all 9TH
er articles. Thus a note to be paid in
specific articles is drawn for the pay
ment of so many dollars in the articles
agreed on. The use of the denomina-
tons of money TO fix the amount III val
ue is necessary in all such instruments.
And the mere circumstance that the
Legislature used that language in fixing
the amount of each share of the capital
stock cannot be considered as indicat-
ing any intention that the shares must
necessarily be paid for in cash. Be-
cause such literal construction would
require the Company to keep its CAPT.
tai stock consisting of money. For that
capital stock is to continue after the
road is built, and would still consist OF
shares Of one hundred dollars each.-
And if the use of the word "dollars''
necessarily requires each share to be
paid for in cash in the first instance, it
would equally require it to continue in
money.
But the charter instead of attempting
to prescribe the manner of payment. ex.
pressly leaves it under the control of
the Directors. 1t provides that they
may reopen the books for subscription
or open new ones may decide the am
cunt to be paid on subscription, and
the ''tlme, manner and proportions in
which the subsequent instruments shall
be paid. This power of the directors
to prescribe the manner, of payment
is directly repu2Taut to the theory ui1-
der consideration. For if the charter
had positively provided that payment
should be made in cash and not other
wise, then it was idle to say that the
Directors might prescribe the manner.
for 1t was already fixed beyond their
control, the power to prescribe the man.
ner Of payment includes that of direct
ing in what it should consist, which
would of course be limited by the gen.
eral purposes of the charter.
1t also gives them the power to make
"such covenants, contractssa nd agree
ments with any person or persons, CO.
partnership or corporation whatsoever
as the execution and management of
the works and convenience and interests
OF the Company may require" This
islcertainly comprehensive language and
includes the power to make the contract
In question, unless it is limited by other
specific provisions relating directly to
that subject matter, and we find none
having that effect.
But it is said that the charter pro-
vides for stock subscription books, and
tifat the defendant never subscribed in
a book, and therefore he is not a stock
holder. But is that absolutely essential?
True, the charter provides for opening
books and for subscription therein, and
the same clause implies that a part sho'd
be paid, at the time of subscribing, and
the remainder in instalments as the Di
rectors should require. But suppose a
party should be ready to pay for his
stock at once :? Ifhe pays the money,
and the Company issues to him the stock
is he not stockholder ? Is it not a
valid transaction Or must he neces>
saril y enter into contract to pay, al~
though ready to pay at once Would
the company not be authorized to re-
ceive payment and deliver the stock,
under It's general power to make what
ever contracts the convenience or inter
ests OF the company might require, even
though the formality OF stock subscrip-
ton was not complied with ? We can
not doubt it, and if such a transaction
would be valid with one paying cash, it
would be equally valid with one pays
ing by note or mortgage, provided the
company had power to take them in
payment. So that it is left as before,
simply on the question of
power.
1t is not true, as seems to be assum-
ed, that the great primary object of the
charter is to raise an amount of money
equal to the capital stock the primary
object is to build and equip railroad.
Money is necessary as a means, but it
Is not the end. And we can see no OBJ
lection whatever to railroad company
issuing stock and taking in payment
material or labor, or land necessary for
its road. So far as it can build and
equip its road for stock, it is the most
simple and direct method of accom-
plishing it. 1t gets at the object, then,
by single transaction, when it would
require two, if the subscriber must first
pay the money and then receive it back
again for whatever he furnished. And
we think it might be safely asserted
that no railroad was ever built in the
country without disposing of more or
less stock in payment for labor, materi-