The Goldfield news. [volume] (Goldfield, Nev.) 1904-1911, 1909-07-03

The opinion handed down in the Wei
err vulture case is Of such importanc
to the mining fraternity, that it is pull
Hshed herewith in full. 1t takes
"fall' out of the one-man companie
that are doing business in this stat
with a directory of dummies, and EN-
phasises the Importance of the s%trictes
regularity in transaction of compan.
business.
Mr.. Weber, it seems, as president o.
the company, advanced money to thu
Vulture company without sanction o.
the directors or without action Of any
kind by the board; and in an action t
recover, finds that he is "out of court.
The case seemed so clear to Judge
Theron Stevens, before whom it wa.
tried, that he gave his opinion imme
diately upon the finish of the arguments
and for a clear, comprehensive and di
rect statement of a proposition the ease
has no parallel in this district. The
opinion follows:
l am as ready to decide this case now
as / will be later. The ease has not
been presented as fully as it should
have been, but it is shown that Mr..
Weber organized this company; that he
practically appointed the board of di-
rectors; gave one share of stock to each;
that he appointed Mr.. Palmer as his
general manager; that he adopted these
bylaws, which provide that no indebt-
edness shall be created against the com
pany, except by an order of the board
of directors.
1t is claimed, and the evidence shows,
that there was no meeting, nor vote of
the directors authorizing Mr.. Weber to
sell any of the treasury stock. There
does not seem to have been any meeting
authorizing him to do anything.
There never was a meeting of the
board of directors in which they in
structed work to be done, in which they
authorized the expenditure of any mon
ey whatever, and it does not appear
that Mr.. Weber, who was the head of
this enterprise from the start, ever
called a meeting of the board of dirsc-
tors for any purpose.
1t does appear that from the start he
had full charge and control of all the
business of the corporation and treated
it as a personal asset, and there is no
evidence to show that the general man
ager assumed to act for the company.
All the transactions, so far as the evil
dence shows, were personal matters be-
tween Mr.. Palmer and Mr.. Weber. 1t
does not appear, from the evidence,
that any money was spent whatever by
Mr.. Palmer, as general manager of this
company, but as the personal repre-
sentative of Mr.. Weber.
1t is in evidence that the directors
visited the property of the company
while the work was going on, which it
is claimed constituted notice to the com
pany that the work was being done
and obligations created for the com
pany's benefit by Mr.. Weber, and by
reason of such notice the company be-
liable for the Indebtedness created.
1t does not appear, however, that Mr..
Weber notified them that he was paying
the expenses out of his individual
funds for the purpose of carrying on
this work, and it does not appear that
they were every notified by Mr.. Weber
that he was expanding a dollar, other
than the company's money.
To bind the company for an indebted
ness like the one sued for, it was the
duty of Mr.. Weber not only to notify
the company that he was prosecuting
work on the company's property, but
that he was paying the expenses of
development out of his individual
funds.
If, after full notice as to the condi-
tions and circumstances, the directors
permitted Mr.. Weber to proceed and in
cur the obligations, the company should
be bound.
They knew that the company had
1000 shares of treasury stock to be
sold for development purposes. From
the evidence, l must presume, that they
knew that a great deal of the stock of