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

=, " lts use, and upon which the State had 9
hen Tor Its debt, at tue time of the con.
version by the United States, anG
which debt and claim against the Gov
eminent had been assigned by the Railroad
company to the State
| fne provision that nothing in the decree
Is intended to interfere with any rieht of
action which the company or Slate
m'gns nave against any receiver
OF otner oHloer of the company. The
Condition Ia regard to the Arkansas Land
II Is argued that giving the stockholders
or any number of them the privilege OF
purchasing within thirty days after the
expiration of the sixty days given to the
company by the DEGREES of April 4 and
8, was condition saved by the decree of
June 3, and that the stockholders TOOK a
vested right under the DEGREES of April 4
and 6, of which they could not be de
nuded, and that If this condition was not
SO saved, then the stockholders had no
right to buy at the minimum value. l
can very well understand why the decres
OF June 8, 1871, required Wright 6 Co.
to purchase subject to the conditions of
the DEGREES of April 4 and 6.
The road had been a great expense
both to the State and the stockholders.
1t runs through section of country that
Is much in need of road. And TO de-
velop the wealth and resources of the
State and add to its wealth and revenues,
the State had literally extended its aid,
and encouraged private citizens to Join in
such enterprises. The road was to be
sold at much below its cost, and if any
one or set OF persons were to be benefited
by the sacrifice it was making, it desired
that those who had helped to build the
road should have that benefit.
The provisions and restrictions of the
act under which the sale was to be made,
made stringent provisions in regard to the
purchase money.
1t was important to the State to retain
without dispute its claim against the Gov
eminent, for injuries done the road,
and its right to look after the receivers,
etc. And hence it was important that
these provisions should be kept in such
attitude that there could arise no difficulty
about them.
But If the privilege to the stockholders
TO buy within thirty days after the expi-
ration of the sixty was intended to be re-
served as condition in the decree of
June 3, it would hardly have given
Wright & Co. the privilege of purchasing
for ninety days from the 9TH of June,
1871, the very day or within one day
from the expiration of the sixty days
within which the company's time TO buy
expired, because this would have
put the court in the awkward
position of saying to Wright & Co. that
they had the exclusive right to buy for
ninety days, and yet lot exclusive, be-
cause the stockholders or any number of
them could purchase within the first thirty
days of the ninety days. l cannot con-
ceiye that the curt intended to create any
such conflict. As to the rights of the
stockholders and of Wright & Co. to pur-
chase, the decfees of April and 6, and
June 8, are in conflict and are irreconcila-
bly, inconsistent and cannot stand togeth,
er, and the latter decree must prevail. l
have been referred to no authority directly
in point on this precise point, but it is
reasonable that the rule in regard to the
repeal of statutes by implication should
have some analogy to DEGREES before they
have been acted upon, and when the an
nulment would be produced at the same
term of the court at which the decree was
rendered, by the making of q subsequent
decree inconsistent with former decree,
and when both could not stand together.
A subsequent statute will repeal for
mer one, by implication, when they deal
upon the same subject and are irreconcil-
ably inconsistent sed cannot stand to-
gether. Sedgewick on Statutory and Con-
Law, 1855; Lindsey vs. Jones,
8 Coldwell, 4S2; Browning VS.. Jones, 4
Hump, SO; Furman VS.. Nichol, Cold
well, 1852.
The stockholders having the privilege to
buy within certain time, by the decree
would certainly take no such right as
would prevent the court during the term
at which the privilege was given from
modifying or changing the decree; such a
position would be in conflict with the
well established adjudications of our own
State.
A statutory privilege is not vested |
right. Coolies Constitutional Law, 383.
l am of opinion that Wright S Co.
have the exclusive right to purchase the
Winchester and Alabama Railroad aud
franchises az the minimum value under
the provisions and restrictions of the act
of Assembly under which tho same has
been ordered to be sold for ninety days
from the 9Th of June, 1871, and 80 de-
eide.
The decree of June provides that,
when Wright s. Co. have so |
purchased said road and fran~
chises, that they shall be vested |
with all the rights and franchises of said
road, which would have rested in ssid |
railroad Company, had it become the
purchaser. And recites that it appeared
that the railroad company had through its
Directors and Stockholders, transferred
to, and waived in favor of Wright & Co.,
all of their rights to purchase said Rail-
road under the DEGREES of April and
6, 1871. Then in the event of pur-
chase by Wright & Co, they will occupy
the same position as would the company,
had it purchased the road and franchises.
A company holds the corporate prop
erty in trust for the ben fit of the stock,
holders, and the directors are trustees for
the stockholders. Angel s. Ames, on
sec. $50; Oaio ms.
Co. vs. Merchants ms. Co., IL Hump. l;
Digest Law of corporations 279.
l do not understand the resolutions of
April IS and May 2, as disposing of the
capital stock and corporate property, or
Of the stock of the members.
In the case of the State VS.. Union Bank
If Tennessee, by bank stock, say the
court, is meant individual interest IN the
dividends as they are declared, and right
o pro rata distribution OF the effects of
he bank on hand at the expiration of the
;harter, and the capital stock is the
whole undivided fund paid in by the
tockholders, the legal right to which is
'ested, the corporation to be used and {
managed in trust for the benefit of the
members. This principle would apply to
abroad capital stock, aud railroad stock.
A stakeholder in private corporation