Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1876-04-28

pose ss to stockholders renders void the
acts OF directors of corporation, IL treat
ed With refreshing and wholesome vigor in
the New Hampshire case. The tone OF the
Supreme Court of New Hampshire in re-
gard to the duties and liabilities OF rrus-
tees is far above that Of our own Supreme
Court. A comparison Of the two courts Is
not hattering to the pride of vermonters;
Nv. How did Langdon pay for the stock!
He says be bought it and paid TOR IL by
check on his own bank-the Montpeiier
National Bank There was no proof that
the money was ever paid on that cheek;
Mr.. Lockwood, Treasurer OF the central
Vermont, at the time of the election and
three months thereafter, testified as follows;
" No money or securities were LETT with me
for the stock at any time but Governor
Smith showed to me some days alter the
election a certificate Of deposit of the Mont
pelier National Bank for Sll7 $50 (the ex-
act price of the whole 1850 shares1, made
PAYABLE to the order of the president and
any two members of the finance commit
tee of the Central Vermont Railroad Com
pany. | made no eptries of the above GER
tifcate Of deposit on the books OF the cor
porati1n. The money represented ny IL
never came into the Trea,uTer's Office, while
was treasurer :" and there was no evil
dence that it ever did. That Is the story
of Mr.. Langdsn's payment tor that stock.
Is il violent superstition that the money
still lies in his bank, and that at some not
distant day that stock may be bought Dack
by the Central Vermont Railroad Uom-
pany and paid for By the surrender OF that
certificate of deposit? | say. may be! In
this point Of view, the decision OF the court,
that corporation may buy its Own stock,
becomes very useful.
- 80 that, you Sec as Mr.. Fifield would
say. the circle is completed. \ corpora
ton NAV buy up its own stock-the Presi-
dent, if in atight place, may sell enough OF
it to co-director to compass their re-elec-
ton and take his note therefor provided
the sale - appears to have been actual and
not colorado. absolute and not conditional,
and is so treated by both parties at least
til all LITIGATION IS erded-then, after all
things are quieted down, he may buy 1t
back and pay for it with that VERY
same" note
In these days" rings" rule ard abound.
We have here new species. peculiar TO
Vermont-the - ring" judieial-svailable
for the relief Of distressed trustees, and
for the protection and defence of hard-press-
ed directors. How admirably it l. adapted
to these end, stockholders will be likely
to find out after they have once or twice
tried to break through it.
This is the first case in the history Of our
State Of an election carried by the issue OF
stock. Ii was a marked case. of import
ance enough to attract the attention Of
people in many other Stares-the corpora
tiOn had in charge the largest trust pro-
perty in New England-the vendor an ex-
Governor, the vendee the most noted bank
er of the State. maintaining themselves by
such means in their high position Here
was rare opportunity for exhibiting the
supremacy and majesty Of the law. for vim
dieating the integrity of the court and rem
dering more secdre the foundations of cor
pOrate property.
Ii only remains to say. that if this Quo
WarrantO decision Is To stand as a guide
and precedent for future cases of the issue
of stock by directors to carry their own
elections. the stockholders Of the banks,
and other corporations in this
State, are absolutely at the mercy Of any
.st OF sharpers who may happen to get
into their control JUsrITIA.