Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1876-01-28
The Central Vermont Railroad Case.
THE PRESENT BOARD OF DIRECTORS LEGALLY
ELECTED.

THE PRESENT BOARD OF DIRECTORS LEGALLY
ELECTED.
On Saturday the Supreme Court render
cred their decision in the quo warranto
case, dismssing the petition OF Gov. Page
and establishing the validity of the election
of the present board and the legality of the
issue of the stock to James r. Langdon
and Lansing Mills Toe opinion was rend-
cred by Judge Redfeld. bat NOT in writing.
He briefly reviewed the points of the case
as to the question ofpractice, and held that
the statute being silent the English practice
was the sole guide. As to the merits Of the
case they are addressed to the discretion
OF the court, and that is to be exercised
with reference TO parties and property.
The corporation is a receiver in execution
of daily duties. and the displacement or
substitution of its officers might disarrange
matters so as to be INJURIOUS to the public.
This consideration would not weigh against
a clear intrusion of fraud or force, but in
case Of doubt it appeals strongly to the dis
cretion of the court. As to the question of
right, he held that the 1850 shares issued
to Langdon and Mills on the day. election
had been purchased By The corporation from
the original subscriber and whether kept
alive as stock or not they were an asset
which the company had the right to sell,
and when sold were good stock. The
question is as to the validity of the sale to
Langdon and Mills. II it was merely for
voting, it was sham and fraud but
Langdon swears that it was also to
raise money TO meet a necessity of the
corporation. The proof is not contradicted.
1t Is not the province of the court to i'm
agine conditions that proof does not estab-
llsh. Although the court think that the
controlling motive was to vote on stock, yet
the sale appears TO have been actual and
not colorado, absolute and not conditional.
and has ever since been SO treated by Lang
don and the corporation. As to the argu-
ment that 1t was not lawful for portion of
the directors to sell stock to prejudice 9TH
ers, that act was at the most voldable, but
not void Those claiming to be injured
could have applied to a court of equity to
have Langdon and Mills required 70 hold
the stock In trust for all, but that was an
elective right which they did not take,
hence acquiescence Is to be enforced from
lapse OF time. Langdon has the right to
say If cannot use this stock, which
sthuus rs tne sOIe equivalent LOT my money,
hand my money back" This proceeding l.
not against him. As for the directors
meeting, called by telegraph. the court
thinks the notice brief and insufficient, and
the adjournment OF minority To the NOV
ing train would not have been good as
against any who might have assembled at
Bellows Fails. But the meeting in the car
Is treated as not held under call or adjourn
nent. and simply a. casual meeting OF
directors which under the rule held in the
Stark Bank case. 34th Vermont was lawful
nor the transactions of routine business 50
the sale to Langdon being at most voidable
and no steps having been taken to void Il,
the electlnn of the Smith hnard Is sustained