The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-06-06

the light of history-there is no reason
which can be adduced that would induce
any such man to suppose for moment
that it was in the contemplation of any,
body that there should be anything more
contemplated than just what these acts
call for-the security of the thing which
was to be called into existence. Why
should the Government of the United
States exact anything more?"
Mr.. CARRIER then referred to the Union
Pacific decision in 81 United States and
the sinking fund case in SO United
States, and contended that although it
might be said that these menaced the
tenability of his position, he was prepared
to argue to the contrary. He went into
an exhaustive review of the cases and then
reverted to the conditions under section 6
of the act, and showed that there was a
specific clause for forfeiture of the road in
the face of failure to comply with these
conditions. Several authorities bearing
upon the nature of the agreement, show
ing that the one in the act was an ac-
acknowledgement of money received, not a
promise to pay, were also read and COM
mented upon.
At the reconvening of court after the
noon recess MI. CARRIER summed up the
points in his mornings argument. holding
that the Government had never intended
to deal with the men who had stood for
ward to help it in great National enter
prise in the hour of need as the money
lender would deal with his debtor. 1t had
taken these men in as partners in certain
sense. Concluding this portion of his
argument, he took up that part of the case
dealing with the individual liability of the
stakeholder.
GAS to the matter of individuality liabil-
ity," he said, 81 shall have but little to
say. The matter of individual liability of
stockholders is simply creature of the
statute, unknown to the common law, re-
pugnant to the ideals of equity. The very
idea of corporation excludes the idea of
individuality. In fact, the main purpose
OF corporation-when the State sees fit
to call in an aggregation of means and con-
trlbutions in the shape of a corporation
is to get rid Of the law of partnership,
which by reason of its onerous restric-
tons of individual responsibility, tends to
obstruct the advancement and progress
which it is the idea and object of legisIa-
ton through these corporations to pro-
mote. If it were not to get rid of this re-
strlction OF individual liability there would,
perhaps, be little use for corporations. 1t
is in the interest of development and prog
ress and advancement and production that
this wiplng out of individual liability is
such potent factor.
whether wisely or foolishly, it has
been conceived In many States that there
should not be this unlimited RESPONSE
bility on the part of stockholders of q cor
poration. In California it has been en-
acted that the, stockholders, in corpora
tons organized under the laws of the
State OF California, should be responsible
for proportionate amount of the debts
and liabilities of the corporation. being.
so far as this case is concerned, that pro.
portion which the stock held by the cor
porator bears to the whole stock of the
corporation"
Taking the cases OF the Central Pacific
Railroad Company of California and the
Western Pacific Railroad Com pany of Cali
fornia, Mr.. CARRIER went on to show that
there was no power, under the law author