Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1873-01-19
LEGAL OPINION.
The Powers of Courts TO Grant Let-
1t ters OF Incorporation.


f ters OF Incorporation.
Chancellor Temple lately derived an
opinion at Knoxville on the powers OF
courts to grant letters OF incorporation,
taking pretty much the same view as Chan
cellor Cooper, of this city. A petition was
filed by r. 81. Gratz, G. A. Perdicaris, A.
G.. Richey and others, citizels of New Jer-
sey and Pennsylvania, asking to be incor-
porated under the name and style Of the
s.Popiar Creek Railroad, Coal and Iron
Company laid petition being fled under
the act OF Jan. 26, 1871, which was passed
under the authority of the Constitution Of
i57122; Article XI, Sec. s. We select the
following paragraph from the opinion refer
red to:
This provision Of the Constitution, and
the said law passed under it, as generdlty
understood, are fraught with untoiI mis-
chief. Even when most strictly construct,
it is q problem whether the delegation OF
such q power TO the courts is not liable to
to abuse and dangerous 10 the welfare OF
the State. EvG Es
1t is hardly necessary to remark that
courts have no po1oer Of Legislation, and
that any attempt on the part Of the Legis-
Isture to deSolYe such power on them, even
under the new Constitution, would be re-
pugnant TO that instrument. The very
first section of this act is probably open 70
this charge, when it provides that the de-
cree granth.S the charter "shall en1uperdte
such usual powers and privileges Of corpo-
rate bodies as may be necessary to carry out
the legitimate objects of said corporation"
Who isto Judge of what are usual powers,
and of what are necessary under this actE
Clearly the court (Sec. 14) is even broader
and mora lStitudinous in comforting the
power of legislation thsn the clause just
quoted.
Chancellor Temple, quoting from the
late opinion delivered on the same subject
by Chancellor Cooper says:
"The application of these principles 10
the facts of this case is more dltlcul6 than
to extract the principles Themselves. Hereln
lies the great difficulty in all these e2sos.
And, as this is an important case, and In
wolves the first application to me 1or 2
charter to build q railroad, under section 10
and sub-sections, and as the petitioners
contemplate, in good faith, expanding large
sums Of money under their charter In min
ing, manufacturing and in constructing
railroad, it is of the first importance that the
charter under which they operate should Dc
a valid one"
Reviewing the several sections OF the pc
tition of incorporation, Chancellor Temple
concludes his opinion as follows:
Can this court empower petitioners 10
build railroad, (Which seems TO be then
main purpose), and in the same decree EN-
power them to engage in mining, manulac
turing and trading, and to erect forges, 1nr
naees, mills, manufactures, ETC., etc.' Ih'
application in this case Is for all these priv
ileges.
Sec. 1st of the act of 1871 provides to-
tie granting of charters generally, without
defining their special object. Sec. "a points
out the mode of obtaining charters 10
building macadamized, graded turnplKe'
and plank roads. Sec. points out th'
mode of having the Inhabitants OF any towI
or village incorporated. And Sec. 10, Will
sub-sections, relates to the incorporation o
companies sifOr the constructing and oulo
| ing railroads"
In the statute these different kinds o
corporations are treated differently, and dls
tinct provisions are enacted as to the form
alton of each. 1t was evidently the inten-
ton of the Legislature that, by virtue OF
| single petition, no one set of men should o'
clothed with the powers Of all these differ
ent kinds of corporations, involving dlfer
ent duties and requiring the exercise OF 10
tally different powers. To authorize rail
| road corporstions to engage IN mining
leasing. manufacturing and trading Woult
be unusual, unsafe and contrary to publi
policy, and think is contrary to the splrl
| ofthe statute.