Memphis daily appeal. [volume] (Memphis, Tenn.) 1847-1886, 1870-07-15
sENTER's FIRST VETO.
Message from the Governor RsturnlAg the
Bill to Bring Suits Against Railroads.
The GsvsrnOr's Objections 10 the Bill Be-
eOmiHg a Law.

The following message was received
by the Senate on Monday, and its
consideration was postponed to the
second Tuesday in December:
EXECUTIVE OFFICE, NASHVILLE,
Tenn, July IL, 1S70.-GelltteDaen Of
the Senate: l respectfBfy return TO
your honorable body a bill entitled
. An act directing suits TO be brought
in the name of the State of Tennessee,
by the Attorney General, against
railroad companies, their officers,
agents and stockholders with my
objections to the same becoming a
law.
The Objectionable provisions Of the
bill are:
l. That the Attorney General shall
forthwith, in the name Of the State,
Institute suits against the various
companies designated, and against
their Presidents, Directors, Agents
and Stockholders, and all other per
sons having had anything to do with
the receipt or sale of any Of the bonds
OF the State, issued in aid OF either OF
such railroad companies; /" enjOining
such companies, their officers, OF
agents, from dispOSing in any way, Oi
the bonds in their possession, that
may have been issued to them" This
provision Is broad, and applies with
Out distinction To an bonds in posses
sion Of such companies, as well those
beyond dispute, issued in accordance
with law, as those Of a doubtful legal
ity as to issue, and the serious and eX-
traOrdinary power Of injunction Is
proposed 10 restrain the cOmpanHS
from dispOsing in dsiy tcGy Of any
bonds in their possession. Now, I'M
der our laws, it is ineOntrOvertibly
the right of all railroad companies to
dispose Of bonds legally issued to them
By the State at their par value, and
vet the bill in question proposes with.
out discrimination to enjOin them in
this right alike as though they had
received the bonds illegally, and were
about TO illegally dispose of the same
Without pausing 10 suppose possible
injury from this to any of the cOmpa
MES named in the bill, il is sufficient
TO state such an act might seriously
impair rights vested under previously
existing laws.
,. The bill proposes to subject all the
stockholders and agents Of the eompa'
nies designated to personal liability
to the State for the fraudulent or lille
gal acts which may have been com
mitted in the premises by officers
having immediate control and power
over the affairs of the companies. Ia
other words, that the pUblic-spirited
individual citizen who has perhaps
contributed his stock subscription il
aid of 3 public Improvement shall be
made liable in his entire estate for the
fraudulent or illegal act of an Officel
whose conduct he has no power q
control, or even perhaps opportunity
TO oppose, and that whole counties, a;
stockholders, shall be subjected to tax.
alton to indemnify the State for the
improper past act Of such officer. .
II this liability does not already
exist | am Convinced il cannot be at
tached, especially for past misconduct
3. The bill proposes upon cOndi-
tions in it specified, that such rail-
road companies shall be deereed tC
have forfeited all their rights and
privileges under the general internal
improvement laws OF the State, and
the special laws under which sucE
companies may claim aid Ofthe State.
Think the reasons herein submitted
against the pOLCer to subject stock
holders TO personal liability apply
equally against the power to enac
this penalty, and moreover L respect
fully suggest such a course, if free o
constitutional objection, would be in
expedient. There having been a
present session enacted a law to sci
delinquent railroads, this threatened
forfeiture would probably have a ten
dency to deter capitalists from invest
ment in them.
Under Limitations Of our fundamen
tai law, new penalties and liabilitie;
for past Offenses, or default in duty
may not be created by the Iaw-mak
ing power. Such would be laws q
post TdctO, or retrospective to the eX
tent Of conflicting with the Constitu
tiOn of the State.
Does this stakeholder liability a
proposed now exist? 1t is true sec
l3 Of the act of February II, 1852
chapter Gil, entitled, san act to estab
lish a system of internal improve
ments in this State, f" did impose Il
but l am of opinion this feature ha
been repealed by subsequent legisla
ton. Our Code later enacted cbapte
I, Al and y, provides that ''ail publi
and general acts passed prior to tn
present session of the General Assem-
bly,, and all public and special acts
the subjects whereof are revised Il
this Code, except acts establishing o
regulating special courts, subject Z
the limitations, and with the eXcep
tiOns herein expressed, are repealed.
4" Local, special and private acts, an,
acts Of incorporation heretofore pasSe'
are not repealed unless it be herein 5
expressed" Certainly the above men
toned act of Feb. IL, 1852, is distinct,
and fully revised in the code (articl
III, 1901 and fOllOwing), and Will
most Of its provisions are perfect
preserved, the feature of stOckhOld
er's personal liability is entirely omit
ted, and, think, thereby repealed
That its repeal was intended accord
with reason, as it would seem
poorly agree with wisdom to maintai
in our internal improvement laws
feature 50 threatening as to deter cit
zens from becoming stockholders i
such improvements and 50 defeat tn
very object Of these laws. Our Legi,
lature has, l think, at various time
long since, substituted other and di
fereut security for the State in plac
OF this 18th section, and which was
perhaps, considered equally protectiv
without tending 70 deter public-spil
tied citizens from cooperation for th
States development.
The clause in the bill requiring bt
GOre any suit shall be brought unde
it, the concurrence and advice fC
same Of Hon. b. ! Mckinney, HOT
r. b. FOgg, and the Hon. Archibal
b. Wright, men eminent ia YiTtu
and legal learning, is duly acknOW
edged feature Of safety against man
apprehended evil results of maxim
the bill a law. But the virtues {
Others, 40 matter how nlu5triOus,
am impressed does not relieve me
any official obligation, and hence uI
der conviction that the bill Is ill-aC
Vised, return it with my objection
/ am the less restrained from tn
course by the fact that no extraOrd
nary, but only sssimple majority
ali members OF each House Of Il
General Assembly is necessary
enact the measure over my objection
if they be considered inefficient.
Respectfully, ID. w. c. SENTER.