Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1872-12-21
PETITIONS ron INCoRrosArroNs
Jurisdiction OF Chancery Conrfs over
Them.

JurAhoAcEAOM Oh CnHncery COnEts VFo
Them.
An Opinion Delivered by Chancel
lOr Cooper in the Chancery
Court Yesterday.
Rules, No. 72e2-M. Burns and Others
exparte petition.
Rules, No. 7282-M. Burns and others
exparte petition.
Rules, No. 9349-John Saunders ant
others, exparte petition.
These are applications for Incorporation
The first prays for decree incorporating
the petitioners by the name Of the "Ten
nessee Chair and Furniture Manufacturin:
Company" with such general powers anC
privileges as may be necessary to carrying
out the objsct and purposes Of said compa-
ny, and among others to have and use :
common seal, TO purchase and hold real and
personal property, and to acquire the same
by purchase, devise or gift for the use oi
said company, etc, enumerating many ol
the usual powers belonging to private cor
porations, and then proceeds: "And finally
for all the powers and authorities belong
ing or attaching to said private corporations
of like nature as specified In sections 1474
to 1897 inclusive of the Code of Tennessee,
and for all such other and further powers
as to your Honor may seem fit, and the OBJ
jects and purposes of said company may
require"
The petitioners in the second petition ask
to be incorporated by the name Of the
''Nashville Cotton Seed Oil Company" and
their petition Is substantial copy of the
preceding.
The petitioners in the third petition ash
to be incorporated with all the powers and
privileges Of corporate body, under the
name and title of "Fhe Citizens Gasrght
Company of Nashville" for the purpose Of
manufacturing and vending gas. The pc
tition states that the purposes and objects
Of the corporation proposed, and the corpo-
rate rights prayed for, are set forth and
shown in a copy or draft of the decree of
incorporation, which is attached and made
part OF the petition. The prayer is that
the court grant the charter of interpretations
thus submitted, cor in case your Honor be
of the opinion, that In any respect the pro-
visions of said proposed charter ara illegal
or improper, that so far as, and so near as
may be, the prayer Of petitioners for said
charter De granted, and their charter de-
creed to them accordingly"
The decree attached to this petition d.
yides the proposed charter of Incorporation
into sections, In the usual form Of Legis-
lative charter.
The first section incorporates the petit
tioners by the name prayed, with q capital
of 100000, which may be increased to
$500, 900, divided into shares of $50 each,
with power 10 sue, contract, make bylaws,
etc, AID have succession for the period of
90 years.
Section 2. Be It further enacted, That
all the rights, privileges, powers and re-
strictions contained in sections second,
fourth, tiflh, sixth, seventh, eleventh and
twelfth, of an act passed November 81,
1849, Incorporating the Nashville Gas Light
Company, not Inconsistent with the first
section of this decree, shall and are hereby
declared to apply to the Citizens Gas Light
Company of Nashville, as fully and CON-
pletely as though the same were herein
fully set forth aud incorporated.
Sections 8, and provide for the OPEN
ing of books for subscription to the capital
stock, the election Of officers, the mode Of
voting, the transfer of shares, etc., in q
unexceptionable, but not author
lied by any specific provision Of the law
the formation of private corpora.
tions.
All of these petitions, but especially the
last, go upon the idea that the Court Of
Chancery is clothed with the power to grant
char;e of incorporation in precisely the
same way, and to ths same extent, as the
Legislature itself could do, and was in the
habit of doing previous to the adoption OF
The new Constitution of 1870. In other
words, that the power OF the Court extends
to the creation, and not merely to the Or
ganizatlon of corporations. The impress
sion seems to prevail that the persons de-
string to be incorporated, are at liberty to
1X up charter TO suit themselves; and to
c1ll out from the provisions of the Code
and from former acts of interpretations,
'uch rights and privileges as they may think
will best answer their purposes. Neither
.he Legislature nor the Court Is supposed
10 have any voice in the matter.
1t is obvious that it becomes q question
Of serious Importance to know whether
his practice is correct. For, if it be not,
such charters are, even if decreed by the
Court, clearly void, and will be no protec-
ion TO tl,Oss who become parties to the
The stockholders, in that
svent, instead Of being members of cor
Oorstion, and liable only TO the extent Of
heir stock respectively, are, in fact, partners
n joint stock company, and each is liza
Die for the whole debts Of the association,
Is in the case Of ordinary partnership.
in hn fsrof
brought before me, carefully to examine the
subject, and to sea whether the general i'm
preston which seems to prevail, outside of
he profession certainly, and, to some ex-
ent, inside Of it also, is well founded. If
t be, then the State is in the anomalous
position, that whereas before the new con-
Ititution it had one Legislature to grant and
'egulate charters of interpretations, it now
las, under constitutional provision that
vas intended to prevent the formation of
corporations with special charters, twelve
there being that number Of
Jhsncery districts, authorized to grant
charters Of incorporation, either according
o the wishes of the applicants, or the un-
United discretion of the Chancellor for the
ime being. Such q condition of affairs is
startling to say the least of it,
Ind could scarcely have been in the contem-
'lation OF the members of th9 Constitu-
ionsl Convention of 1870.
regret exceedingly that l have not had
he aid of legal argument upon the question
before entering upon the investi-
,aticn. 1t was my intention to require
uch argument from the counsel filing such
'etitions. But it SO happens, that the coun-
el who f1les the first two petitions Is willing
o take charter under the provisions OF
he Code, and declines to argue the ques-
ion. And the third petition is presented
" one Of the petitioners in p op r person.
Under these circumstances, am com peled
o rely upon my own unaided examinations,
md 10 argue out my oWn co &c US ons.
On the 26th Of February, 1850, un 'er the
State constitution of 1884, the Legislature
Undertook to clolhe the Circuit Courts of
bis State with authority 10 grant priva S
.harters of Incorporation by an act pub
lshed ss ch. 254 of the printed acts of that
ession OF the General Assembly, and en-
tiled Gan act to authorize the formation Of
and regulate private and local
Itsirs, and retreocl the expenses Of legis-
ation." This act did extr 9 ly undertake
o do what it is TOW supposed has been
lone under the new constitution. 1t pro-
Tided that any number of persons, not less
han three, might associate themselvesto-
ether for tie purp SO Of pursuing or car