Clarke courier. [volume] (Berryville, Va.) 1869-1997, 1901-02-13

/ ohN euViS WIS ~ SUN NcnhCu IAkut
IN the particular remedy existing at
the time the contracts under investi-
CATION in this case were made as pre-
cludes the legislature from changing
either the remedy itself or the
court in which it is to be asserted:
provided, always that AL adequate
and sufficient means of enforcing the
contract provided by law. We can.
not say that an act which requires =
suit at law to enforce the collection
of stock and entitle the defendant to
trial by jury ID void and not afford
ing an adequate remedy for the en-
forcement of the contract Cooley
on Con. Lin. 10Th ed, $50; Antoni
\. Greenhow, lO7 L. s, 700; Pace v.
Danville, % Graft, =.
The acts further provides that all
pleas, defences, and evidence which
would be admissible if the company
were solvent shall be equally adj
INVISIBLE and shall have the same
effect in law in any action brought
after the insolvency of any such
company, except where the defence
relied on 10 an agreement on the part
of the corporation not to assess the
face value of the stock subscribed,
aud such an agreement was unknown
to the creditor vt the date IF his
| contract.
Upon this branch of the statute
no opinion was expressed bv the
| Circuit Court, "the court holding
that to do SO at this time would De
premature ana improper, ami this
decree is not to be construed az con
GLIDING or depriviug the said stock
holders of any right they may have
under said act of December y. 1897,
ia so far as the same may he valid
and constitutional" This Was the
proper, and indeed. the only course
for the Circuit Court to pursue after
It had reached the conclusion that
its jurisdiction had been taken away
toy the statute under consideration
The rights of all parties are careful
ly guarded, aud the opportunity is
reserved to them TO litIgate in the
court of law all questions as to the
Interpretation aud validity of the
act.
We are of opinion that there is no
error in the decree appealed from,
and it is affirmed.
BUCHANAN, j., dissenting.-I
concur in the opinion of the court
except in so far as it holds that the
president of the company was EMIT
Ian to a salary for the year 1890 81
for services rendered by him. Upon
that question l feel compelled to dis
aent. Section 11l9 of the Code pro-
vides that no compensation shall be
paid for services rendered by the
president or director of such COM
pany unless allowed by the stock
holders. The salary in question was
not allowed by the stockholders be-
fore its payment. This is not claim
ed, but it is insisted that subse-
quent meeting of the stockholders
the action of the directors in allowing
it WAS ratified and approved. / do
not think that the record shows this.
A corporation cannot be charged
with the unauthorized act or its
agents on the ground that the act has
been ratified by the shareholders IN
less the shareholders had fnll know
ledge of the act. See Morawitz on
Corp, sec. 628; 2 Cook on Stock
holders; Halsey VS.. Nontero, 90 Va,
28l. 1t is no part of the duty of the
shareholders as between them and
the directors to look into the man
agement of the company. They hsYe
the right to leaye the management of
Its affairs in the hands of those TO
whom the law has confided it. and
to assume that they have not exceed
ed their authority nor done things
prohibited by law. See StanhOpe's
Case, Chy. APP. q. r.. 1911, 1863;
Houseworth Y. Evans, 8 Eng. B
Irish Appeals q. r., 266.
If, in the conduct of the business
of the corporation the directors have
done an unauthorized act intended
TO bind the company or it's stock
holders, they should report their &C
II