The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1897-01-31

consideration as as grossly inadequate
as is i1ldiyated in this mornings paper,
compared with the lease OF other roads,
the contract ought not to stand. The
directors are men OF high character. They
ought not 10 be condemned without hear
ing their side OF the matter. 1t seems
TO ME there was too much secrecy about
such AN important affair and the lease
comes as Il surprise to the public for
whom the directors are acting for the
most part. But what ] desire to say IS
simply this-that if the directors have
leased the road for 80 pears for grossly
inadequate consideration their contract
can in my opinion, under the circum-
stances be rescinded by the courts and
ought to be. Whether the consideration
was grossly Inadequate | do not know,
but If Ii is the courts can deal with the
matter in my opinion, and il they can't
what are they for?
1.-The directors are but trustees to man
age the property not to sell il and this
lease for 80 years is practically sale.
In the original charter of the North Car
DINA Railroad the directors are given the
power to farm out the road, but no such
power was contemplated or given as was
exercised at Burlington yesterday by the
d.rectorS--certaJnly not without consult
ing the ceStui gun trusts or beneficial
owners, who are the private stockholders
and the people OF the State at large. This
was not done. In fact the lease was
made rather secretly, and that too IN the
face of the protests of the people of the
State, whether wise or otherwise. If
there is anything wrong about this lease
it ought not to stand. / hope the Light
will be turned on fully"
The people really, were so much in
the dark concerning the do-ngS of the
directors that they We're ait loss how to
discuss the whole matter intelEgently,
but upon one thing all were agreed,
namely, that the leasing of the road eth
or for ninety mine years or for fifty years
was out of the question, and even the few
that might have been averse to a thirty
years lease under proper conditions, We're
outspoken against the manner in which
the whole negotiation was consummat-
ed. For against the express wishes Of the
people, there had not been so much a
Whisper from their agents explaining the
bass OF what would be the probable out
come One gentleman, of high charac-
ter and responsibility iii this city, took
the ground that the plans should have
been made pubic before amy action.
But the remedy; that was uppermost
| in the minds of most. Can anything now
be done And in lhis conecl4on, section
/ 10 was hooked UP IN the charter, under
! the nominal authority of which the dlrec-
/ tors let the road go.
section 10 reads as follows: THAT
| the said company may, when they see tit,
/ farm out Their rights of transporta ton
over said railroad, subject to the rules
above mentioned" &c
| 1.-The express power to lease under
| this section is denied by many, and was
| deIried by Bynum, j., in ", n. c., p. GA,
in tile case of the State of North Carolina
vs.. the Iachmond and Danyille Railroad
Company. The court, Judges Pearson,
| lseade and Settle, delivered the opinion
| that this section authorized the lease
| Judge Rodlnan did not sit because he
was a stocl1holder in the road, while
Judge Bynunl, i'm one of the ablest optm-
IONS he ever wrote contended THAT the
| power ito farm out the right of trans
portataon, did not confer the right to
tease the corpus thereof saying, lin the
| opinion of the court, 1T is held that the
lpower to farm out the right of transporta-
4 l4Ou OAGI Il 1A&i1 - tHlS pONGI W ASxtSt Tic
road itself, and under this limited and
specific grant, that The company can IN
the words of the deed of lease demise, let,
hare, and farm out the entire railroad with
all it's franchises, rights Of transporta-
ton, works and property, including it's
superstructure, road bed and right OF way,
| depot, houses, shops, buildings, fixtures,
| engines cars, and all franchises belong
\ ito lna
an iIllmense structure erected upon
slender foundation, and needs at least a
| single decision or authority to maintain
| it. A right Of transportation over road
| is one thing, and the road itself with it's
engines, shops and property is certainly
| another, and there can no more be con-
| founded than rent cam be with the land
/ out of which IT issues. One is a right Of
passage over the corpus, the other, the
corpus itself A lease Of the road would
/ carry the right OF transportation as an
| incident; but the right of transportation
| would not carry the road, for If so every
| wagner at a boll-gate, who buys ticket
| over a turnpike for a year or term Of
1 years, thereby acquires a lease of the
| road and it's management. Nothing is
more common than for all roads. with
Y GbUBFNLiHE HiiF$s ~ OAl LuF tAPnI
| of transporta non over rhelr lines, and in
this day OF close connections and rapid
| transit, the practice is indispensable to
successful business. We every day see
| this right farnIed out to express compa-
mics, and by one company for the cars
| and freight of another, and for special
purposes.
. =
/ But ut is perfectly clear, that without
O. power to that effect in the charter a
a railroad company cam neither make a
voluntary sale, lease or martgage any
more than it can bank, insure or deal in
stocks.
Is Q
Public law 80 well settled and recog-
nized at home and abroad should not be
overthrown by the mere construction OF
words Of a charter, OF ambiguous and
doubtful meaning; but on the contrary,
should control their construction accord
ing to every rule of interpreted tion.