Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1871-08-15

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ent state of things as existing at the Sam
time. That is, the party making the I'D
mission, is in such case, estopped from
disputing the fact admitted. Bert0rn vs.
Turbeville, / Swan, 40. Merriweathe
vs.. Lovman, Sneed, 449.
A man shall be held to design or IN,
tend the natural consequence of his owl
act; and the doctrine OF estoppel applies
where the act is designed to influence the
conduct of another, and does have tha
effect, and when denial will injure an
other. Gould VS.. Corning, Is, Wen.
dell 542-S.
A person sui juris is required to speak
out when an assertion is made, or an acI
done In his presence or with his knowl.
edge incompatible with his legal rights,
and asfaiiure to do so ia taken az a tacit
admission of the truth of the fact so as
serted or the right of the person to do the
act, Douglas vs. Msrcum, Head, 324
But to justify the application of this
principle, it is material that the party
should be fully apprised of his rights,
and should not by his conduct or gross
negligence encourage or influence the act,
for If he is ignorant of his rights, or IL
the party seeking to set up the estoppel
knew them, or if his acts or silence or
negligence do not mislead, or in any
manner affect the transaction, then there
could be no estoppel. Morris VS.. Moore
y Hancock, IL Humph., 439.
Now Frizzell did speak out at the
stockholders meeting of May 2, and was
opposed to the assignment to Wright s.
20. And there is nothing to show that
he encouraged the decree of June 4, or
ever knew its contents when it was
made, or that Wright s. Co. were mislead
or injured by him in regard thereto. And
the doctrine of estoppel does not apply.
8. We are now brought to the consid-
Grafton of the effect of the resolutions of
April IL and May 2, 1871, and of the
decree of June 8, 1871. BEES 9 erI
The charter of the Winchester s. Ala
bama Railroad Company has not been
produced, but is said in argument, to be
the same as the charter of the Nashville
& Chattanooga Railroad Company.
The Sth section of this charter pro-
vldes that the business of the company
shall be managed by board of directors,
and the 33d section provides that the
company shall possess such additional
powers as may be convenient for the due
and successful execution of the powers
granted in the charter, and for the sue
cessful construction and management of
the work.-Acts of 1866, p. 20-26.
A corporation is creature of law, and
can exercise 20 powers except those the
law confers upon it, or which are Incl
dent to its existence.
Perrine VS.. Chesapeake s. Delaware C.
Co., Howard 1874. Banks of U. S. VS..
cambridge, II Wheaton 81. Charles
River Bridge Co. VS.. Warren Bridge Co.
II Peters 544. Bank of Augusta VS..
Earle, IL Peters 567. Head s. Audrey
vs.. Providence lns. Co., Crouch 127.
The result of the authorities Is, that q
corporation may by virtue of its implied
powers, unless expressly or by necessary
implication prohibited, make any contract
either as principal or surety, proper, as
the usual and ordinary means of carrying
on its business under the circumstances in
which it may be placed.
Angel s. Ames on Corporations, sec.
258.
In the case of the Union Bank VS..
Jacobs, 6 Hump 5l5, it was held that a
corporation created to construct road,
has the power to borrow money, as one
of the implied means necessary and
proper TO carry into effect its specified
powers, and this is 30 though the charter
direct that the funds shall be raised by
subscription; though a specific mode of
doing thing be prescribed to
a corporation this does not nee
essarily exclude all others. And a
promissory note executed by the COM
pany in that case to borrow money was
held to be binding on the company.
A corporation with power to make
debts has the implied power to assign its
property in trust to secure them
Hopkins vs.. Gallatin Turnpike Com
pany, 4 Hump, 403.
Union Bank VS.. L. S. Bank, 4 Hump,
500.
Power to a railroad company to con-
denim land for the construction of the
road carries the implied power to con.
denim land for depot houses.
Nashville and Chattanooga Railroad
Company vs.. Cowerdin, IL Hump, 34S.
The power given to arailroad company
to run from a town or city, gives the
right to enter the corporation of the town
or city. And whatever is essential to
the enjoyment of the thing granted
will be necessarily implied in the grant.
Tennessee and Alabama Railroad Com
pany Vs. Adams, 8 Head, 500.
A corporation acts through its direct.
ors, and may make valid contract with
one of its members.
Angel & Ames on Corporations, secs.
23l, 237.
And if it were necessary to pass upon
the validity of the resolutions of April Is
and May 2, coupled as they are, l should
be inclined to hold them good, but to IN
dertake to pass upon them at all by de
cree would perhaps be interfering with
the decree of June 8, which do not feel
at liberty to go behind, were | ever so
much inclined to do 50. To modify or
revise this decree resort must be had to
another court, which has the power to do
so if it be erroneous.
If the decree was unfairly obtained,
the parties injured are not without
remedy. They can resort to their original
bill in the nature of bill of review, to
be relieved against it.
Butler VS.. Peyton, 4 Haywood, 2S3.
McGsvock vs.. Bel, Co.dweil, SIT.
Frazier vs.. Sypert, Sneed, 100.
Now what is the effect of the decree
Of June on the DEGREES of April 4 and
81 The DEGREES of courts are within
The breast of the Chancellor, and may be
modified, changed or oyerruled at any
lime during the term.
Timmons vs.. Garrison, Hump, $50.
But when subsequent decree in a
cause does not in express terms annul a
former decree inconsistent with it, will !
he former be annulled by the latter by |
implication
The DEGREES of April and give to the
the exclusive right to purchase
he road, its franchises, ETC., for sixty days |
rom the confirmation of the report of |
he minimum value, and if the company |
should fail 70 make the purchase, then
lpon the expiration of the time, that the
stockholders or any number of them
Ihould for thirty days have the privilege
If making the purchase at the minimum
yalue. The decree of June 3, places
Wright " Co., in the shoes of the COM
)any and extends the time to them for
ninety days frcm the 9TH of June 1871,