The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1877-05-22
Important Decisions by the Supreme
Court, General Term.
THE LAKE SHORE And MICHIGAN SOUTHERN SUIT
Judicial ClOnding Of Widow Kellum's Claim
Against the City.
THE MOULTON-BEEClIER SUIT


emp.ory writ OF mandamus to compel tho officers OF
the Lake Shore and Michigan southern Railroad Com
pany or It's transfer agent to allow him, as Stock
holder opportunity TO inspect tho stock or trans-
fer book and take list OF tho holders The Appiica-
lion was denied and from that decision an appeal was
laken to the General Term. On the argument IN Guam
bers the question arose as to whether this company
was corporation within this State or foreign corpo-
ration. and the Same arose appeal In the opinion
OF tho Court Presiding Judge Davis snys:--"fho act
entitled AN act to compel transfer agents of foreign
oorporatons 10 exhibit list OF tho stock thereof
ichaper 1875 OF the Laws OF 1872, Edwards, General
Statutes, D. 677) IL applicable only TO the transfer
agents in this State OF foreign corporations. inc
duties thereby created and imposed are put spechcaly
upon such transfer agents. and not upon tho corpora
tons or officers OF the corporations which they repre-
sent And 1T only upon such transfer agent or MS
clerk or officer that tho forfeiture provided Tor by the
second section OF tho act is imposed. Proceedings
therefore, tor writ OF mandamus to compel Inc ex-
hibon of the transfer book OF such foreign corpora
ton ana also list OF the stockholders thereof, can
properly be taken agans: such transfer agent only;
for ,s neglect or refusal perform the duties imposed
by that act is the neglect Of tho corporation so
far az this proceeding intended to be brought under
tho act OF 1912 It should been directed against
the Farmers Loan ana Trust Company Tor ther
alleged violation OF duty The words 'foreign corpora
uon or corporation existing beyond the Jurisdiction Of
state used Ia such act, are entirely synony-
nous and have the same Specification for the words
eysting vond Jurisdiction OF this state, AS used
ia the act, mean SIMPLY having corporate existence
from authority outside OF the state The question OF
parties however, is not very Important one, because
II the Court should be OF opinion that the Lake shore
ana Michigan Railroad Company Is foreign
corporation that their transfer agent Is subject 10
the provisions OF OF lS42, thcre would be no
difficulty directing the writ OF manunmus 10 sucn
agent and dismissng tho application as to all other
psrlles.n the decision proceeds to hold that TINS
company domestic corporation created
under the laws o. tas STATE ana supI, v ono 70
laws upon domestic corporations AS to domestic corr
poraons the Revised statutes make special provisions
requiring that "the book containing the names oil the
stockholders in any such company shall at all roason-
able times during the usual hours OF transactug bust
ness open The examination OF every stockholder
OF sucn company thirty days previous TO any eec-
OF directors and imposing upon The olcor having
charge oil such books who shall refuse or neglect 10
nxh6it them or submit tham to examination, a
penalty be recovered by the injured party The Oh
Ject OF this statute ID quite apparent !. intends 10
put 1t in the power Of every sockholder for thirty
DAYS previous any election OF directors TO ascertain
tho names all stockholders OF the company SO that
he such influence or use such lawful means
lao may proper to ELECT the eloction OF such
Gircctors.n
on tho argument OF the before tho Judge at
Chambers Mr. Henry $. Bennett, or counsel Tor Mr.
Hatch, took the apparently new and broad ground
that at common law stocknoider had the rRht onaer
reasonable ana proper circumstances TO examine the
books Of the company, whose officers were TO all m
and purposes MS agents. and that this right was
not OIL by the provisions OF the statute. 10 this
doctrine the Court would seem 10 lean, from The an-
guage OF inc opinion, MS ioilows-"But The statute
not, think, cut of all rights OF the stookhod.
ers of corporation 10 transfer books, Tor
proper purposes ana proper occasions, at other
iImos There are no words In the statute indicating
such an intention, nor any negation oil the rights
OF stockholders which requires that CONSTRUCTION We
think, therefore, whenever case is presented that
requires it TO be Tor the purpose OF preserving
rights and interests OF stockholders tho Court has
right to Interfere by mandamus and compel The ex-
hibltion tho transfer books OF tho corporation
the books containing tho names Of It's stockholders
But agree with the learned Court below that the
reasons for granting writ In such case should be
clear and cogenL" From all tho papers In The case
before II the Court is satisfied there neither
casion necessity Tor Interference by tho exercise
Of the summary and arbitrary power OF the writ man
damus. Ample remedies they conclude, 'are az
orded by tho ordinary processes OF the Court TO correct
all real supposed wrongs alleged by tho relator
exist those remedies ought 10 be pursued IN tho
presented" The order OF tho Court below Is
affirmed.
STOLEN AND FORGED BONDS.
Nine bonds of the Tebo and Ncosho Railway Com
pany without the companys seal aud without tho sg-
nature OF the president OF the Union Trust Company,
which necessary to make them valid and nego-
liable, were stolen. Subsequently the seal and the
name oil the President forged thereto, and they
were negotiated to Martin Mass and others for valu
able consideration. Suit brought by these holders
oil the bonds compel the Missouri Kansas and Texas
Railroad Company Issue other bonds in place Of the
ninc bonds In question, in pursuance OF u contract
OF consolidation between that company and the
Tebo ana Ncosho Company, by which they were
take the outstanding bonds oil tho Tebo aud Neosho
Company and replace them wish their The
sent before referee, who found against the COM
pany and thence appeal was taken to the General
Term. Presiding Justice Davis, in the opinion OF tho
Court, says:-"Ihc Question rs precisely us though the
brought upon tho nine bonds against the
qcbo and Neosho Railway Company IL is well settled
iaw that where the bonds OF railway company have
into the hands oil bona ndc purchaser, Tor
yaue they DO enforced by suoh purchaser against
the company, Notwithstanding they have IN iact
been stolen IRON former holder, or
has been held that instruments
purporung to DO bonds of a railroad company but
winch IRE IN TACT forgcrios and never had any legal
inception as obligations OF tho company can DO en-
forced as valid bonds because mo forgery has been SO
sklully performed to deceive innocent pur-
chaser 1t seems TO us unnecessary to enter upon
examination OF the numerous eases bearing moro or
less nearly or remotely upon this question. IL Is
enough we think, 10 constitute perfect defence that
the corporation Is able 10 say, These are not bonds
ever made or issued by us, but orgcrics, upon
which liability existed against US. "
After stating that no evidence had appeared tbnt the
railroad company In any form mad issued tho
bOnds, had ever received any consideration
therefor, had rathcd connrmed them
done any act TO induce the purchase oil them by the
plaintiffs which estop them from asserting that
the instruments are iorgeres, the Judge proceeds TO
say''lt Is not case whore person has stolen the
completed bonds OF company, winch have been
issued or are ready to be Issued perfected obga
lions, but ono In which papers, inchoae aud ilcoin
picte bearing on heir lace the evidence Of TINT con
uition and nothing moro, and which can have the
semb,ancc Of perfected obligations only by means OF
forgery, have been stolen and by some pcrlons
made 10 bear the appearance ot validity aud genuine
ness by criminal acts Of forgery. In such
there is reason, either authority or
principle, for holding that the victim OF tho
theft OF tho incomplete ana valuecss ingru-
,Dcnts shall compensate persons who may have
been deceived ana delrauded by means OF the subsc
qucnt forgery. III that shall be held there is
Why all forged paper shall not DO adJudgcd valid the
hands Of bona hdc purchasers for value against al per-
sons whose names shall be simulated upon IT, We arc
al opinion that tho learned referee ought upon tho
facts found By him, TO have directed judgment the
defend ants instead OF for the plaintiffs Upon the
foregoing ground, woli as because tho Court be-
llcycs the erred IN awarding the III
damages gwen 10 tho PLAINTIFF and for which judg-
mont has been entered, the judgment is reversed and
4 new trial ordered.
LIES DANICHEFFS."