The New York herald., 1868-04-10
SUPREME coUDT-spECIAl TERM.
The Chicago, Rock Island and Pacific Rail-
road COntroversy-A Receiver Of the Pro-
ceeds Of the New Stock Appointed.
Before Judpe OardOzo

road COntroversy-A Receiver of the Pro.
ceeds Of the New Stock Appointed.
Before Judge Oardozo.
James FISK, Jr, u.s. The C7todgo Rock Island ana
Pacific Railroad Oompdnvet dL-Judge Cardozo yes
terday rendered the following opinion and decision
on the motions in this case, which were argued
before him about two weeks since:-
Cardozo, J-I shall not follow the counsel over the
extended field Of discussion in which they INDUCED
on argument Of the m motions in these cases. The
statement Of very few plain and well recognized
propositions is all that Is necessary to dispose OF the
questions really involved. My views may be briefly
First-Even II my rejection and examination led
me to different opinion (which they do mott, should
not feel at liberty to deny the existence Of the uris
dicOn which 1t IL sought TO have the court entertain
in these actions since the point has been fully and
distinctly decided by the General Term of this court
in Griffith Scott cited on the argument My views
accord with that decision but in any event I
should consider myself bound TO follow It, In tnat
case Judge lngraham said 81 think there can be no
an action against foreign corporation for any cause
connected with the recovery OF or protection to his
property or rights in said corporation" Judge Leon
ard In the same held that this court .'has not
the power to remove or appoint the trustees or
directors Of foreign corporation, but it can enjon
their action when illegal or when acting raudulently
unlawfully II they are personally within juris
diction" These remarks opposite to the present
suits and dispose OF the point as to Jurisdiction
raised by the defendants counsel.
Second-The issue OF forty thousand shares
complained OF was ultra vtes. Neither the corpora
make certificates purporting to represent capital
stock, which had not In fact been subscribed and
paid for and to put them In the market as stock and
sell them below par. II they might do so and sell
them at discount OF one or two cent, they might
sell them at nity per cent or any greater discount
ton Of wise policy or skiful or discreet manage
men upon the part OF the directors Is question Of
Stock which had in fact no existence was false Ger.
tihcate, and the directors were not authorized TO
make false certincates No such power at attaches hes TO
complain that they have assumed power which
was not conferred upon them: These views con.
trolling the case are 80 familiar that they do not
require the citation Of authorities to support them.
Thtrd-The statute passed by the Legislature OF
Iowa LAYS Of Iowa lsss chapter snirteen @ cannot o.
Iowa has not exclusive jurisdiction over this cor
poration. The certificates do not purpor 70 repre-
sent stock OF the original corporation created by the
state Of Iowa. but assume to represent stock OF the
consolidated company, CONSISTING Of that corpora
ton and the one formed under the laws OF Illinois
The latter State, therefore, has quite Is much con-
troll OF the present matter as the State Of Iowa Ger
tainly the act Of either alone viii not aid the defend
anta
Fourth-I soc no reason why any injunction should
have issued TO restrain the defendan1 except 50
far as the 1900 Illegal certa9stes are concerned @
Joined, and the proceeds should 30 held BY the court
70 protect the company against damages Ia mvor OF
retire them; but nothing u disclosed IN the papers
which satisfies me that II IL either proper or neces
sary 70 prevent dealings In the genuine stocH or 70
interfere with the business of the corporation except
to the extent have mentioned.
FJvh--Respectlng the motions to attach the de-
fendants, have only to remark that do not think
that any branch OF the Injunction has been estab-
nshed by the anidavts submitted 10 me calling for
any present action.
Ss1th-1 shall appoint Hugh Smith (the Deputy CITY
Chamberain) OF the proceeds Of the ile
gal shares requiring from him bond with surety to
be approved In 100000 and directing that each half
million Of dollars which shall come to his hands as
such receiver shall be deposited alternately In the
United states Trust Company and the Union Trust
Company.
seuenGh-Ths costa Of these motions will be costs in
the actions and abide the event Of the same
E0hth--An order In accordance with these views
and containing such provisions as may be deemed
necessary carry them into effect will be prepared
by the planttn' attorneys and presented TO me FOR
settlement.
ordered accordingly