The daily dispatch. [volume] (Richmond [Va.]) 1850-1884, 1871-01-16

DciitS apli'f''
purposes of Bodfsh, Mills 4 Co.
The law says that these bonds shall not
he issued without the consent Of the Board
Of Public Works. This was not comphed
with. It further requires that unless one
half of the capital stock has been paid the
eompany shall not issue bonds. Here they
committed another direct violation OF the
law.
Things 90 on in that way until general
collapse comes. and nothing is done until
1870, when another
FIGURE APPEARS on THE STAGE.
Mr.. George B. Roberts. Il do not STAND
here to assall Mr.. Roberts. His character
may be as pure as any mans outside oil TINS
case. But do stand here to do my duty
with reference to his transactions. we
know that he had his attention called 10
railroad to run from Washington to some
point on the Potomac. He is the Vlce-pre-
sident of the Pennsylvania Central road, a
corporation that has always been looking
out for the railroads in this country-no
matter how small, and no matter with
what insignificant connections-and II Is
not to be believed that Roberts had not
heard of this road before February, 1870.
He is one of the sharpest and most iDtelli-
gent men In this country, and it is not to
he credited that he bought this road for
$50, 900 without knowing something about
it. No, sir. He knew everything about
the road-who owned the stock, to whom
it owed money-andh he must have known
and would not make SO grave charge if
| was not able to prove it-of all the Illegal
acts that had been perpctrated by that or
ganization.
ALL THE ESoRM1TIEs OF THE OLD oRGANIZA-
TIoN TO BE LEGALIzED.
my Ould here read the contract between
Roberts and Lincoln.]
Nou heard the close Of the contract pro-
vidng that Lincoln should secure the pas
sage of an act by the Legislature legalizing
AL the acts under the old organization.
Why should he put that provision in there
after having seen the bonds, stocks, and
books? Why, if it was not that he knew
Of these frauds? Why should he put that
provision in tarice in the contract if not for
his anxiety to have these frauds covered
over by the law. Why should he have had
| inserted in the bill now before the LegiSla-
ture the same provision if it was not be-
cause he knew it required an enabling act
of the Legislature TO make him safe:
! WHAT DID ROBERTS PAY FOR?
What did Roberts pay $50, 900 for? There
were $4,000 in bonds out, and in addi-
! ton to that stocks, &C., which if they had
| been bona tide would have made the whole
| sum ut least $500, 900, if the transaction took
place under and according to the laws of
Virginia. If it had been unpaid stock it
would have been different, but Roberts
| plumes himself that he received stock GER
| titled by the officers of the road to have been
paid upin full. That transaction alone con-
victs him Of knowing of these frauds. Could
he have thought That any person would
pretend to sell to him bonds and stock upon
which the sum of $500, 600 had been paid
for the sum of $4,000? He, q sharp Penn
sylvania railroad man? IT is taxing .ccreii''2-
| lily too far to ask any one to believe that.
II body of men pretending TO be corpo.
ration are not so in fact, acts done by them
; are not corporate acts.
WHAT POWER HAD TIE COMPANY TO ISSUE
BONDS THE SCHUYLER CASE.
The tishwomen Of Rockets, us | said the
| othcr evening, might meet and pass as legal
| resolutions as are in that book of minutes
the most extraordinary book ever saw a
book that contains what was not done, and
does not contain what was done-proceed-
in9s signed by the secretary as president,
and by the president as secretary, and some
times by nobody.
The law in reference to cases of this kind
was well settled in the celebrated Schuyler
frauds in New York. There the court held
that stock which the officers had the power
to issue an innocent purchaser for value
| could lawfully hold, notwithstanding the
! fact that the officers acted fraudulently in
| making the issue. But the court further
held, and in so holding observed the true
distinction, that where the officers Of the
| corporation had no right to issue the stock
| 1T all, rs in the case of an issue of stock
beyond the capital, an innocent purchaser
for value acquired no title. 1t is, then, not
Il case of the fraudulent exercise of an ac-
knowledged power, but an absence Of all
power. The court said that the existence
Of stock above its capital was legal impos-
Slbility. The law says the same thing as to
stock purported to be issued by a corpora
ton which has no legal existence.
There have been two or three suits in
Virginia about this road, but in all Of them
the question Of the legality of these bonds
and certificates have been carefully kept
out Of view. 1t would be the last thing in
the world that Stewart or Lincoln or
Roberts would do to attack their legality.
1t was to the interest of all the parties to
these suitS-plaintitfs and dcfendants-to
maintain the legality of the organization.
The strong hand of Virginia, by her writ
of quo srGrr0'.t0, can test this question, and
whenever it does come up the decision
must be that the company having no power
to issue the bonds they are illegal, even in
the hands Of an innocent holder for value.
THE ACT OF JUNE 20 NOT A MANTLE FOR
FRAUD.
But it is claimed that the act of June,
1870, makes legal all the acts under the old
charter. My friends mistake the directions
of the master for the act of the Legislature.
Roberts required Of Lincoln that he should
obtain an act Of the Legislature legalizins
the old organization and the acts done
under it. Lincoln, in pursuance of his con-
tract with Roberts, attempted SO to do in