The evening telegraph. [volume] (Philadelphia [Pa.]) 1864-1918, 1866-07-09


bly, you do that which has never beep doue before
by any court An act of Assembly is the most
solemn thing you can conceive Of. Now can con-
ceiye that that office can be place of record for
one purpose and not for another purpose. 1t Is
not place Of record for coats and hats, although
they may be lawfully hung up there. 1t is place
offecord for acts Of Assembly. When a man is
allowed to transact piece of business of cor
poration business, the Legislature may say, "After
you are through with these things you are TO leave
a copy OF them in the Harrisburg Bank, or in
the sscIetaIys Sfiieel or in any other place where
different from an act OF Assembly as day Is dlff7T
pnt from night You cannot give 10 corporaions
more rover IN mis- respect than you can TO indivi-
quals, II am to make agreement with my
friend, Mr. Walker, and am to deposit that a CO.
py Of somewhere, the officers of the la are to do
nothing at all, but copy of the instrument Is sim
ply required to be fled To give that paper the dig
nifty of an act of Assembly, or anything approach
ing it, W ould be fraught with conseq uences the
most disastrous. There may be some advantages
in considering this to be an act of Assembly, but
must put IL on the ground which believe TO De the
true ground, that no act of an individual can be
clothed with the authority of an act OF Assembly.
There are many papers required TO be deposited
which are not records Take the case of the bonds
given by the Custom. house officers of the city of
Philadelphia; they go to the office OF the solicitor
of the Treasury, who is one of the Assistants of the
Attorney General. They may be made evidence,
and copies OF them may be made evidence. But
should be very sorry to think, as cinzen OF Penn
sylvania, that any other citizen of Pennsylvania,
any other State, should be able to make act
of Assembly for me. would rather have our acts
passed by the persons we send to Harrisburg no
matter what their characters may be, than to nave
TWO persons thousand miles off make an act for
me.
want to say few words bout these Ohio and
Pennsylvania laws, and then shall have conclu-
ded what have to say in this case shall say
Dothing about this LIST section of the act of Penn
sylvania. There is not the least Difficult in un-
derstBnoing it or in showing you how it operates
company in this State which connects with a rail-
road in another State by doing certain things these
companies may be made one. But then there is a
proviso "that nothing IN this act contained shall
be taken to authorize the consolidation of any COM
pany or corporation in this common wealth with
that of any other State whose laws shall not also
authorize like consolidation" "Like consolida-
tionw What does that meant 1t does not mean
like legislation. ........ .....
Suppose the State of Pennsyl vania had said to
the State of New York-t could not to the State of
Ohio, because its law was passed nine years be-
tore-but to the State of New York, 'We require
you to pass law in just the words of the act
which we have passed" Would that be tolerated
between one State and anotherl Would not New
YORK say 1--WE will pass it in the way we want it
done" Suppose 1 say to your Honors, 81 want
you TO write an opinion in this case which will be
just four pages OF paper in length" What would
your Honors think of mel Suppose go to gen.
tlem8n and say, "Sir, here is letter commencing
Dear Sir, and ending Yours, Respectfully sign
this letter" That would be an indignity, and it
would have been the most indecorous thing, 1t
seems to me, on the face Of the earth to say that
New York should be required to pass law just
in the words of our law.
The Pennsylvania law does not require similar
legislation on the part of New York Our law
says, "whose laws shall not also authorize a like
consolidation" Then in the commencement of the
next secUOn 1Oll0WS mat WORD "sald'-sald con-
solidation-and 1t is contained in the three acts of
OHIO, New York and Pennsylvania. 1t is the fact
that the consolidation is to take place In the par
ticular way pointed out in the succeeding sections
of this act that is kept prominent l can readily
understand this policy. The Legislature simply
ineD ded to say to these corporations-we have
horized this consolidation, but now take care. Do
nothing that will clash with the laws of other
| States Do nothing that Will interfere with the
laws of other States, for that would not be cour-
teous in us We have given you this authority,
but we mean that you shall do nothing under it
until you get the like authority from the State of
| New York. How is it to bs donel
What is consolidation What does that mean
| 1t means the union OF certain munlclpahues-ol
certain corporate bodies into one so as to make 1t
| a solid compact whole We consolidated munich
paties, fourteen of them, in the city of Philadel-
phia In this consolidation the mode is TO be the
same in the three States. In authorizing this con-
| solidation the design of Pennsylvania was not TO
! interfere with the laws of the State of New York
| In New York the stock of the company might be
attached for debts They might have la ws regard
| ing the mode in which dividends must be paid
not more than once year-and they might have
| different rates of toll
Here the certificates of stock are all personal
property and go to the executor. New York might
| make different law about that The laws on
| taxation might be different in New York and Penn
| sy ylvania We did not want to interfere with that
Taxes might be payable there at the office of the
company. They might be payable here by the man
| wi o gets the dividend. The law of New York
might require that every car running on that road
should have conductor, that each car should
have Two brakesmen-but the general power tC
consolidate 10 unite these three corporate bodies
|
! Otherwise the thing could not be done all. L
! would not be consolidation, and therefore Penn
sylvania careful to say that the fact of the
soidation must be authorized by the act of New
! York, before there shall be any authority under
| the act OF Pennsylvania.
One thing is SO plain to my mind that do no
| see how there can be any reasonable doubt abou
| it, Can you require that New York shall autho
rize this consolidation by general and not spe
cial lawl Can you say TO New York, s'You mus
do it by general lawl" New York would say
mo, we will not do IL in that way You choos'
to do 1t by general law we will do it IN each par
ticular case. We have given you authority now
When you want authority In any other case, say
so, and you shall have it," That would, withou
any unnecessary cashing or interference between
the two States, perfect the consolidation.
As to the powers given to this new company, al
that is required TO understand them is plain ant
simple reading of these several sections. Th
complainants' counsel read one clause, that upoI
filing copy of the act of consolidation the corpo
ration shall possess within this common wealth
strictions and disabilities of each OF the consoli
dated companies There they stopped, but wheI
you go to the fifth section yon read that the right
of each corporation and the property, real, per
sonal and mixed, and all debts due, on whateve
account and all property, rights OF way, ETC., shal
he enjoyed by 1t.
The Ohio and Pennsylvania laws ere the sam
| in this respect. There can be no doubt that tn
| consolidation under the laws OF Ohio and Penn
sylvania was perfect. Here is Pennsylvania sur
K rounded by six States; suppose five OF them pas
consolidation laws ond one does not, and consoli
dation takes place under the laws of hVe States
because one State does not assent is the consolida
tion in all the others TO be blown upl Suppose tn
consolidation has taken place under the authorit.
of the laws of Pennsylvania and Ohio, ant
that the law OF New York is not sTo2.
enough. The Ohio law is right, PennsyIvS
MIA and Ohio come together and agree perfectly
There are several hundred miles of tn
road running through these States,and there is bu
small portion OF running into New York, an
| PpnnRVlVaQla and together lp