Nashville union and dispatch. [volume] (Nashville, Tenn.) 1866-1868, 1867-02-23

] alIOhB WIN INT psontry II dl15 dCtTuluB
thereon, whenever the legal existence Of
| the corporation shall be terminated, is not
! controverted; but it isdenied, thatthe COM
! plainant has any authority to withdraw his
stock from the corporation before the ex-
! piration of the charter, either as original
! ly limited or subsequently, extended.
No proof was taken on either side, and
the cause was heard upon bin and answer,
/ with the exhibits therewith fled. The
| Chancellor dismissed the bill, and the COM
! plainant appealed in error to this court.
Under this state Of facts various inter
| esting questions are presented in argument,
! but they may all be properly resolved into
| two, which, with their necessary incidents,
we think, are decisive Of this case. The
first arises at the threshold, and upon its
decision mainly depends the necessity OF
| investigating the second.
]. IL is insisted that the bill was prema-
! turely filed, and that it discloses no equities,
Of which the complainant could at the
time avail himself
2. That the changes worked by the ac-
ceptance of the act of March lst 1860, are
merely regulatory, and not fundamental
and radical, and that their adoption by
majority Of the stock holders makes them
binding on the whole.
The bill was filed on the 29th Of Octo-
Der, 1860 more than two years before the
charter Of 1882 expired by its own limitaJ
tion. ltiails TO allege any gross negligence
or wlllful departure Of the defendants from
the discharge Of the lgties or trusts imps-
sed upon them By ihe original charters, or
specifically TO indicate the fundamental or
radical changes worked in il, by the accept
ance of the act Of March lst, 1860. The
whole equity Of the bill is predicated on
the fact that a majority Of the stockholders
on the 2nd of July, 1860, by accepting the
act Of March lst, 1860 contrary to the ex-
pressed will and vote of tie complainant,
terminated in law and in fact the existence
Of the corporation known as The Presi-
dent, Directors and Company Of the Union
Bank Of the State Of Tennessee" ;" and after
the lst Of October, 1860 the time limited
for the acceptance Of this act, another and
different organization, under the corporate
name Of The President and Directors Of
the Union Bank of Tennessee" took its
place, with chartered privileges, in some
respects more onerous, stringent and radi-
cal than those conferred by the original
charter.
The alleged equity in the bill is directly
met in the answer. The language Of the
answer is, Respondent admits that the
complainant is the owner Of said shares of
the capital stock, and is entitled to all the
rights, profits and emoluments appertain-
ing to the same, which were secured by the
charter TO other stockholders and that
among said rights is the right to have said
bank carried on under the charter" till
the first day Of January 1868; "And re-
spondent states that the said bank is being
carried on since the first of October, 1860.
and will continue 10 be carried on until the
first day Of January, 1863, under the char
ter"
Here is an Issue of fact, which is vital to
the whole case. No proof is taken on
either side by which the court is enabled TO
determine the truth Ofthe conflicting state
ments in the bill and answer. The bill
elsewhere does not disclose the existence of
such facts as even tend to show that the
old charter has been abaAdOned, surren-
dered or forfeited but, on the contrary, il
Is distinctly alleged that after the accept
ance of the act of March /, 1860, the char
ter Of the bank consisted of a combination
Of the old charter of 1882, acts Of February
6 and March l. 1850, which so changed the
provisions of the old charter, as, in some
respects, 10 make them more onerous and
stringent upon the stockholders; but no
where Is IL even charged in the bill that
the President and Directors, in their ad-
ministratiOn of the affairs of the corpora
ton, have done anything not authorized by
the original charter, or omitted to do what
it enloins. IL is not even alleged that they
h We organized under the "new charter"
or reduced the number Of Directors 60 the
requirements Of the act of March /, 1860;
nor I5 there anything in the answer which
materially aids the defective allegations in
the bill. We are left therefore, to decide
this issue by the rules of law, which, in the
absence ofall proof govern in similar cases.
1t is a well settled principle in Chancerv
practice that the matter of the bill cannot
be decreed againt the answer upon the un-
supported testimony Of one witness, much
less where there is no witness at all, or
Corroborating fact or circumstances in aid
of the allegations Of the bill Baker as.
Barfeld, 4 Hum, 5l4.; . Story's Eos,
sec 1928. This rule, however, applies, if
at all with less stringenCy in cases of denial
by a corporation, than OF an individual
In the former case the answer is under the
seal of the corporation, and oath is not op-
posed 10 oath as in the latter, and thereby
creating the reason for two witnesses to
support the matter Of the bill. But a denial
of the allegations Of the bill by corpora
tion under its corporate seal, nevertheless
creates an issue, which before decree can
be pronounced in favor of the matter Of the
bill, must be decided by testimony of at
least one witness or CorroboratiRg Circum-
stances equivalent thereto in support of
the bill. Van Wyck az. Norvell, , Hum.
l92-lgS
Bat the answer Of the corporation Is
adopted by the answers of the indiyidal
defendants, which are respectively fled
under the oath of the parties, and there is
therefore, no reason or authority why, in
this case, there should be any relaxation of
the ordinary rule.
The answer, il is true, as before shown,
admits the acceptance Of the act Of March
lst lSG0, 10y a majority of the stockholders,
bat II doesnot follow that thereby the fran
chiscs granted hy the act of 1882 were
terminated, or that the corporation pre-
yiously organized, ceased 10 exist. The
charter Of private corporation, is in the
nature Of a special contract, and when once
granted boy the state and accepted by the
coTporators, the Legislature has no consti-
mtional power 20 take away, or impair The
exercise of any Of the essential franchises
previously granted. Trustees Of Dartmouth
College Is. Woodward 4. Wheaton's K.
/ i6S. Reddeld on railways, sec. 20, sec. :,
and sec 23l Union Lock and Canal com
/ pauy, rs. Towne, I Hum. R'p'ts. A.
The acceptance of the act of March lst.
| 1850, which, in terms, imposes upon the
/ corporation the necessity Of suhiecling its
! action TO the provisions Of the Bank
/ Code could not, if the changes in the
/ charter thus wrought were even radical and
/ fundamental, have the effect, ipso tlciO, Of
defeating the right of the corporators to
continue their organization under the
! original charter up TO the time of its ex-
! piraiion, The contract, or charter, after
acceptance, Is inviOlable between the State
and the corporation, rs il is, also, between
J the corporation and stockholders. Neither
the one nor the other can disregard It's obi
| CATIONS, OF alter ils essential franchises
without the unanimous concurrence Of the
stakeholder A corporation already in
hoiug, aud acting either under a former
charter ur puescriptiye usage which accepts
| % new charter, before the expiration of the