The eastern clarion. [volume] (Paulding, Miss.) 1837-1863, 1861-06-07

VS.. 048I
William Barnes.
This case originated in an attach
ment issued by the defendant in error
against corporation called the Mississip-
pl Sound company, nonresident debtor
OF the defendant in error upon which the
plaintiff in error was summoned as a
garnishee. He filed his answer denying
any Indebtedness to the Sound Company.
in usual form to which a replication was
filed, alleging that the answer was not
true, because the garnishee was indebted
as subscriber to the Sound Company
for one thounad dollars, as stock, which
was wholly unpaid &c. Upon that issue,
the case was tried, and verdict and
judgment rendered for the defendant in
error.
Several errors are assigned and insisted
N 1lfH1n As ,gg.E9unds Of reversal, but they are
Iup, ,':i. ysssSQ points of objection.
lst. Whether the proof was sumcleh, TO
establish the organization Of the Compa-
n.y. and the court erred in rejecting the
testimony of the garnishee to show that
the Company had not been duly and le-
gally organized. I'd. Whether the court
erred in rejecting the testimony of the
garnishee, to show that hewas induced by
fraudulent representations, to become a
subscriber to the Company, and '--- 'hAra-
fore, not liable as such. sne plaintiff
below offered in evidence the articles of
association or incorporation, to which the
name of the garnishee with others, was
subscribed for the sum of $1,000. This
was objected to- because it was insufficient
to show the organization of the corpora
tion. But the objection was overruled,
and we think properly. 1t was compe-
tent evidence to show the subscription of
the garnishee, and doubtless that was the
purpose for which it was offered It was
not necessary that the plaintiff under the
pleadings should prove the organization
of the corporation, for there was no de-
nial of the description of character" of
the corporation, by the pleadings verified
by oath and judgment had already been
rendered in the cause against the corpora
ton. In order to render such proof ne
cessary on the part Of the plaintiff, it was
incumbent on the garnishee to have de-
MED the corporate character of the COM
pany under oath. Rev. Code 5lS art 237.
For the same season, the testimony of
the defendant to show that the company
was not organized according to law, was
properly rejected. 1t was not compe-
tent for the garnishee to rely on that
as a ground of defence, not having denied
the character or organization of the COM
pany on oath, but on the contrary by
clear implication, having admitted it in
his answer by denying indebtedness to
the corporation.
2. As to the fraudulent representations
offered to be proved by the garnishee
By the 7th article of incorporation, the
President and Directors were authorized
to contract for the construction of a steam
boat, with an iron hull &C., to make all |
necessary contracts to that end, and for |
her equipment, furniture and apparel" |
and "the President was authorized to do |
all proper things for the successful prose |
cution of the business of the company" |
The purpose of the corporation as deciar-
ed in the lst. article, is the building and |
equiping or purchasing low pressure
steam boats, and carrying freightand pas
sengers, on Lake Ponchartrain. Lake |
Borgne, the Mississippi Sound. Mobile |
Bay &c. General power is thus given to |
the corporation over the subject matter of
the enterprise, and this garnishee had be-
come party to it by his subscription.
The alleged false representations re-
lied on by him to discharge him from his |
subscription are, that the boat was at the
time of his subscription being built in
New York, and was TO be ready for the |
business of the Company in MAY, and |
ready for the summer trade, to be Q first
class iron steam boat, to run from New |
Orleans to Biloxi in six or seven hours.
and sufficient to do all the business but |
that the boat did not arrive at New Or |
leans until August or September. was an |
inferior boat, could not make the trip |
from New Orleans to Biloxi, in less than |
eight or nine hours, cost thirty or forty |
thousand dollars more than was represen- |
ted by the agent Of the Company obtain |
ing the subscriptions, that the agent in tn |
king the subscriptions stated that unless
these representations were fulfilled. the |
garnishee would not be required TO nav
his subscription, and that the boat was
destroyed by blowing up the first year.
1t is obvious that the subscriptions for |
stock were the means by which the Pres |
ident and Directors were. 10 make con-
tracts for the building or purchase Of
boats for the enterprise, and to pay for
them, and to that end the subscribers had
become parties to the enterprise, agreeing
to contribute the sums subscribed by |
them respectively, and clothing the cor
poration with power and discretion ito
do 81 proper things for the successful pre- !