Savannah morning news. [volume] (Savannah) 1868-1887, 1881-09-26
Mr. Brown said.

resents the corporation and makes binding con-
tracts upon il, can make contract OF surety
ship, if the authority is given 10 the corpora
ton to become surety.
The Attorney General states that he has not
had time to examine the authorities, and re-
spectfully submit. with great Difference TO him,
for have very great respect for his ability and
his legal learning, that he has done himself in
Justice in this opinion by giving il without hav-
ing time TO examine authorities. II is very
clear he did no. examine the law on the sub
ject.
He cites the case in the 50 Ga to show that
where a corporation exceeds the authority
given to il by law il cannot bind the corpO-
ratOrs That case was simply this: The city
Of Macon, SIS was claimed, had authority under
her charter and certain statutes that had been
passed TO take stock in railroad companies
Some question was raised by the Judge in de-
livering his opinion whether they had even
that authority. In the case that came before
the court, they took no stock in any railroad
but they were proceeding to indorSe
the bonds Of a street car company. Taxpayers
then filed bill TO eniOin the Endorsement by
the city, and the street car company from re-
ceiving the Endorsement. And the court held,
and think very properly, that the act Of in
dOrSement did net bind the city, because there
was nothing in the charter or the laws au-
thOriZing them TO make it; and the authority,
even II IL existed, which was questionable. to
take stock in a railroad company, did not con-
fer the power TO indOrSe the bonds OF street
car company. And that was the case, and all
there was in the case. as cited by the Attorney
General There il no controversy between
him and me about the Law on the subject.
That act was ultra Uires and did not bind the
city, and the Supreme Court so decided. That
is the only authority he quotes, except that he
refers to the brief Of counsel in that case. and
il you will refer 10 these authorities they are
in cases similar in principle TO that.
Now. the first question here, it seems TO me,
is. did the railroad companies who became the
indorsers for the Western and Atlantic Rail
road Company have the authority Of law To
indOrSe: If they had. and il they Endorsed, there
is no question about the bond.
To enable a corporation to indorse or make
any other contract. it is not necessary that the
authority be given specially IN the charter. II
may be given by special act OF the Legislature
as we'll There must be some act of the L'gis-
lature giving the corporation the power 70
make certain contracts before it can make
them. If the charter does not contain the
power, then you must find il given in some
other act Of the Legislature But II here Is a
general act authorizing all the r,';- ais 10
Georgia to indOrse. it would BE- " ally an
amendment Of the charter Of each, iTs1rpOrat-
ing the power to indorse- IN other = 0rds the
general law giving authority to lndorse would
be as binding, and they would have the same
power to act under it, as if the same law had
been incorporated in their charter. Each law
is passed by the same authority, the Eegisla
ture of Georgia; and it does not matter, there
fore what law gives the authority, so the au-
thority is given by law.
Was the authority given here 1 turn to the
lease act which I apprehend the Attorney
General had not read in his press of business,
and read from the latter part of section Il:
and no railroad company, or express com
psny or companies. or combination OF either,
shall in any event become the lessses of said
road; but they may become sureties on the
bond Of the lesSees.n
There is the authority given to all the railroad
companies of Georgia as broadly as the English
language cen possibly express It. to indorse
for the Western snd Atlantic Railroad Com.
pany. No railroad company. no express com
pany, no com binatlOn Of either. shall be les
sees but they may become the sureueS on the
bonds of the l6Ssees There then, the Legis
lature expressly conferred upon them the
power to become the sureties Of the company
of lessses il they choose to do so.
Now, TO show furthermore that the Legisla
ture contemplated that sort Of security for the
lesSees, and would take nothing but that, OF
real estate especially for that part of the sure
ties outside of the State, read from section .
Of the lease act, which says The lessees shall
be worth over and above their Indebtedness al
least $50 600 and there shall be security in
this State worth at least S5,0000 00; and the
balance Of the security. if out Of the state
shall be upon real estate or railrOad,prOperty,
showing that railroad property was the favor
e security With the State. The State preferred
railroad companies as sureties and the Law
gave the most unlimited power TO railroads t.
indorse. and as TO that portion Of the security
outside OF the State, nothing but real estate OF
railroad property could be accepted
do not think 1t necessary 10 enlarge upoI
this by argument. You are lawyers; you com
prehend the full significance Of these terms
simply insist that the power has been given by
the lease act in the brOsdest terms TO every
railroad company in or out of Georgia, as far
as the Legislature had power TO confer it. anC
TO every express company, to become suretes
upon the bond of this company. And as to the
sureties 70 be taken outside of the State, she
says she will take nothing but real estate OF
railroad property.
A SeEator-I do not know what progress has
been made with the argument. having ius
come in, but would like to know this: II the
railroads were authorized to do this woull
they not have to get the consent Of the stock
holders before they agreed to It? Could the
officers of the company do it without first get
ting the consent Of the stockholders
Mr. Broun-I will come TO that point. Having
shown then, as 1 think very conclusively, tina
the railroad companies possessed the power tC
indorse, and that. therefore. the contract oil
going our security was not ultra Tires. but wa
authorized in the clearest terms. The argu
ment on that point by the Attorney Genera
must fall to the ground. II the statute had
been before him, have no idee he would have
given any such Gn opinion.
Now, the next point will discuss is the cues
ton Of fact, did these companies legally in
dorset / understand the point has been raised
that , Ou do not know that they did, thar you
do not find certain evidences of authority con
ferred upon those who represented the com
panies to represent them, that you desire L
ind. In other words. youwish to find, at some
particular place, everything now that was theT
necessary to show that they did indorse. Now
have been a long time out of the practice Of
laW-ten years and more. and am getting
q little rusty. But / recollect there was an ole
rule used to read, that every legal officer il
supposed TO do his duty faithfully. No one il
supposed to transcend his authority. Until ths
contrary sppears, the law presumes each on
Ger has done his duty. II am correct IN that
then the burden is upon those who now object
TO the bond. to show that there is not lega
Endorsement. I will show before l am done
that the officer whose legal duty it was to eX
anime this question and act, did so, and he saiC
it was ali right. It has been eleven wears
nesrly, since thst act was done, and nobody
has ever found il wrong. | say, then. you are
estOpped now from denying it is right. and yoU
must presume the oflcer did his duty faithful
ly l think that is sound legal proposition.
A Senator-I would like TO ask you whether
you have seen Dir. Wadey's testimony?
Mr. Brownies; your Chairman was kind
enough to hand me last evening part Of the
evidence that has been taken before you, anC
have read Mr.. Wadley S statement before you
Ard '~sire to say here. gentlemen, that nj
Terson in Csao-,, Drobsbly, entertains higher
regard for Mr. Wadle, than do. We hax'
been personal friends for MAJ, years. -;o W,
nave acted IN railroad conventions and va.
sorts OF meetings tOgether-sometimes oppos
ing each other, 1t is tTue-we have acted in
CONCERT at numerous times and on numerous
occasions, and l. therefore. have learned 10
have great respect for Mr.. Wadley. But he i,
not infalhble. He is man OF strong feeline,
and sometimes gets into an error. And / thInk
| shall show very clearly that Mr. Wadley Is In
error here. Let us refer to the evidence on thai
point.
understand his evidence, in substance. tc
be that his company is not liable on this bond
because he did not approve the Endorsement
I think his evidence was that he or Mr.. John
stou was to indorse for such company as be
approved. and now he says Johnston Endorsed
without his approval, and therefore his com
pa5y is not liable.
read first on this subject copy Of letter
from Mr.. Wadley, which he will not deny is
genuine written 10 Dir. A. K Seago. who was
the leading man in the other company that bid
for the lease, and was trying to get Mr.. Wad
ley to consent to become surety for his com
pany. Mr. Wadley says
CENTRAL RAILROAD BANK, SAVANNAH, GA,
December 1e 1S70.-TO A. K Sed0O Esq
DEAR SIR have your favor of the 14th inst,
Tor which am much obliged.
have never sought to obtain exclusive con-
trol OF the State Road; nor do i think either
line from Atlanta ought TO have such control
But we are ready to join the Georgia Road TO
lease it. or give the required guarantee for a
satisfactory private company
Very respectfully, WILLIAM N. WADLEY.
President.
That Is dated over one week before the lease.
In the meantime, Mr.. Wadley does not raise
any question about the authority of the Cen
trial Railroad to indorse if he approved. He
does not put the denial that the company is