The Wheeling daily intelligencer. [volume] (Wheeling, W. Va.) 1865-1903, 1899-06-09
INCORPORATION.

owes u Btedtd cdi " TIE leBullZlnS OItne
privilege Of individual association for
commercial and Industrial purposes,
witt, Limitation of the liability Of the
Individual to the amount he may in
vest In the enterprise. Without this
the construction OF railroads would have
been impossible, and most OF the great
financial undertakings of our time
would have remained uninterrupted. The
privilege IL one granted, primarily, for
the pubftct beueft. and its exercise has
been hedged about with precautions
designed to8prevent lts abuse. Legis-
latures and courts have uniformly held
that the individual trader or manutac-
turer could be allowed a degree of free
dom Which 1t was not expedient to
grant to o combination OF the same In
dividuals In corporation. Judge Finch
broughtjou this point very clearly in
his opinion In the case OF the North
River Sugar Refining Company, In the
course OF which he said:, ut Is not
sufficient answer to say that similar
results may be lawfully accomplished,
that nm individual having the neces-
sary wealth might have bought nll
these retineries, manned them with
his own chosen agents, and managed
them Ms group at his sovereign Will;
for It Is one thing for tho state to re-
spect the rights OF ownership md pro-
tect them out Of regard to the business
freedom Of the citizen, and quite an.
other thing to Md to that possibility a
further extension OF these conse-
quences by creating artificial, persons
to aid In procuring such aggregations."
No iAan n ha- rn 20 90
to grasp by the advocates of unlimited
combination Us that the objects for
which corporation Is crented are uni
versally such as the government wishes
TO promote. They are deemed bene-
1lcial to the country, and this benefit
constitutes the consideration of the
grant. Yet these are the precise words
used by Chief Justice Marshall in his
celebrated opinion in the Dartmouth
college case. Similarly. Judge Gray Of
the court OF appeals OF this state, has
found occasion to say that in the grant
Ing OF charters the Legislature Is pre-
sumed to have had in view the public
interest, that public policy Is concerned
In the restriction of corporations with
In chartered limits. and that de-
parture therefrom is only -eXcusable
when 1t cannot result In prejudice to
the public. One of the Oldest Of New
York juristo laid 1t down as maxim
that the charters and franchises OF
modern times are contracts made for
public consideration and advantage.
The supreme court of Pennsylvania
has taken the same view OF the obll-
cations which the grant OF corporal tie
privileges carries with It In ruling that
1.-The primary object of the institution
of corporation Is the public welfare.i
and the interest Of the stockholders Is
but secondary"
Underlying nll such grants, there
fore, Is a trust relation between their
holders and the public. There is the
clearly understood condition that, on
the one hand, they are to be employed
for the purposes contemplated when
they We're given; and. on the other,
that they are not to be misused to the
detrimcnt Of the public. Judge Rapal-
los dictum on this point Is merely 4
statement of the elementary fact that
franchises may be forfeited by n breach
OF the trust, on which they were grant
ed, and perversion of the end OF the
grant or Institution. The performance
of the duties enjoned by the charter
is & condition of the grant. There can
he found no exception to this we'll set
tied rule OF the judicial Interpretation
of corporation law. though 1t may FREE
Quently be found stated with more de-
cision. as in the following dictum OF the
supreme court OF Illinois Every prl-
rate corporation undertakes and agrees
upon condition OF forfeiture. that 1t
VIII exercise the rights and privileges
conferred upon 1t In furthernnce Of the
objects and purposes Of its creation,
md nttrrr.Sca- nd hnf ,t.IIJ CO
manage and conduct its affairs that 1t
Shall not become dangerous or hazard
Gus TO the safety or weI1befEg OF the
state or community in anG with which
1t transacts business" Briefly, since
the grant to n corporation Is made up
on an implied pledge that the condition
OF Il shall be fulfilled. wter the public
Is affected by u breach of the condi
ton. 1t is a violation by the corporation
of It's duty. The state Is not required
to prove actual injury: It is a sutfi cient
caIse of forfeiture II the act be such as
in the nature OF things is calculated to
prejudice injury.
These are principles which the courts
of all the great commercial and indus
trial states OF this union agree In hold :.
ing to be applicable to the exercise OF
corporate privileges. The common law
vi tIl'St STATES. Hu less lll.l1l the
law OF all OF them. denies to n corpor-
ntion the possession or exercise of any
corporate powers. except such ms are
given or enumerated In Its charter, or
are necessary to the exercise Of the
powers so given or enumerated. Unau-
thor!zed corporate acts are not only
Illegal. but when n corporation does
acts which 1t Is not authorized or Is
forbidden to do. the state may forfeit
It's franchises and dissolve It. The law
or this state has been adopted by all
the other commercial states that q
corporation may be dissolved when 1t
has exercised a privilege or franchise
not conferred upon II by law: or when
II has offended against any provision
Of the act under which II was created,
or has violated any provision whereby
II has become liable to be dissolved by
abuse of Its powers. So thoroughly. In
short. have corporate acts In contra
Ventlon Of public policy been provided
against by statute that Chief Justice
Kruger, OF this state. was moved to de-
clare: considering the authority
which the attorney general has, BY
Suit. to forfeit the franchises of corpor-
atoms for misuse o. abuse and to reg
ulate and restrain them In the exercise
OF their corporate rights. little danger
Is to be apprchendcd from the over
growth OF their power or their mono
po'fsttc tendencies" .r.5e
And yet there are scores OF great
corporate combinations. elsewhere or
ganized, but having their headquarters
In New York. whose purposes areat va
Rance with the spirit Of all corporation
INV ms Interpreted and applied by the
courts The promoters OF these combi-
nations make not the fainte3t protcncc
OF regard for the Interest Of the public,
and are absolutely Indifferent TO any
nhllpn iInnc Of tr;1sfnnnhIr tint thnl,. M