Clarke courier. [volume] (Berryville, Va.) 1869-1997, 1901-02-13
SIS. which is for the salary which ac-

bHcStOTS uatCu OStOOcI 10, 1881.
There had been no previous authori-
~ gwen by the stockholders to make
this allowance, aud there was no
subsequent notification of the pay
meut.
Another assignment of error is to
the report of debt in favor of A.
Moore, Jr., for the amount Of money
borrowed from him by the directors
of the company, of whom be was
one, and by the directors Unlawful
ly expended in the prosecution of said
company's failing enterprise contra.
ry to the direction of the stockhold
ers of said company given in regular
meeting as aforesaid.
The direction of the stockhold-
ers' here referred to is found in the
resolution already given, which pro
vides that "no further assessment
shall be made except by direction of
the stockholders" If by that reso
luton it was intended to supersede
the authority of the directors, and to
put the company into liquidation. 1t
ought to have said so. 1t leaves the
| directors clothed with all the power
which they had before its passage,
except with respect to assessments.
That the money was borrowed from
A Moore, Jr., and applied in part to
the payment of the debts of the com-
Pauy is not denied. The contention
is that it was expended in part in the
prosecution of a failing enterprise
contrary to the resolution just REFER
ed y, which, as we have seen, did
not supersede or suspend the author
ty of the directors save in particu-
lar instance. 1t may be that por-
ton of the money borrowed was un-
wisely expended. There is no aver
ment and no proof that it was dis
honestly appropriated. The whole
scheme from its inception 70 its close
appears now, as we look upon the
wreck of this and similar enterprises,
to have beeu "such stuff as dreams
are made on"
By its decree of the January term,
1898, which the decree appealed
from refused to rehear, the Circuit
Court decided, among other things,
that can act to prescribe and regu
late the procedure by which unpaid
subscriptions to joint stock compa
mics may be recovered by said com
panies, their creditors. receivers,
trustees, sssignees, or any other per
sons, and approved December %,
1897, is constitutional and binding
on this court in so far as it takes
away its jurisdiction to enter final
personal DEGREES against delinquent
stockholders of joint stock companies
and compel it to proceed through
its receiver against said stockholders,
but no opinion is expressed as to the
constltutionality of said act of Dec
ember %, 1897, in any other re-
spect."
1t is claimed on the part of the
appellees that the Circuit Court, sit
ting AS a chancery court, having OBJ
tanned jurisdiction over the subject
matter and the parties to the contro-
versy, should have gone on to settle
all questions which arose upon the
record, and to do complete justice;
that the stockholders had been as
certained, the creditors of the com
pany had been ascertained, and the
amount which il was necessary thar
each stockholder should contribute
had been fixed, and that 1t Was II
hardship aud injustice, under such
circumstances, to turn them over to
court of law to litigate the very
matters which, under the establish
ed course of procedure Heretofore
prevailing, could be heard and de
termined by the tribunal which had
already taken jurisdiction.
The act of December %, 1897,
consists of two parts By the first
it is provided that Gall suits or mo
tons for the recovery of unpaid sub
scriptiOns to the stock of any joint
stock company shall be brought in
the courts of common law of this
Common wealth In the county or cor
poration where the defendant resides,
and said courts shall have
exclusive jurisdiction to hear and