Gilpin observer., 1910-01-06
WAR DANCE CASE
Concluded from 1st page)


directors or by the stockholders is
absolutely void, SO far as they them
selves are concerned, and 1t Is only a
question as to whether they should
not be stopped to deny the invalidity
by reason of the acts of third per
sons who have obtained rights or in
terests through and by reason OF
these void or voidable acts. AS to
who has right to OBJECTION the
latter proposition / have made up my
mind that Mr.. Elliott is estopped to
object, for the reason that he had
notice of it.; that he was de facto
director in 1881; knew the date OF
the organization OF the company, and
knew when the corporate existence
would expire; knew of the leasing OF
this property by the trustees, and
knew of the lease to the present de
PENDANTS, and did not object. Twenty
three thousand shares have acquiesc-
ed and asked that 1t be ratified. Forty
nine thousand shares, with the ex-
ception of five hundred shares, re-
ceived their stock as heirs of Charles
and James c. Hutchinson, whose acts
they are now objecting to, and ask
ing to be set aside. They take that
stock subject to anything that their
ancestor did with it, and they cannot
question 1t. DR.. Schaffle, who owns
five hundred shares, and who has
been stockholder since 1880 or
1881, knew, or was bound to know,
that the corporation expired in 1900,
and took no action with reference to
the property; asserted no right until
after the discovery of the ore. His
claims do not appeal to me. The rule
is established in this jurisdiction, as
well as in the United States courts,
that people are bound in the first
place to take notice of all matters OF
public record in which they are in
terested. 1t is decided in the case
ing the Roderick Will Case, in &C U.
S. 1t has been so held in the case
of Johnson V. Standard Mining Co.,
14S U. s., and also in Reed v. Mum,
one of the late Federal cases, for
get the volume. So We have the de-
cision of the state Supreme court,
the United States Circuit Court, and
the Supreme Court Of the United
States on that subject. Not only that,
but it is decided in the case of
Reed v. Mum, and in numerous other
cases, that where one of two inno-
cent persons must suffer, that he
who stands by and allow persons to
deal with his property, third persons
to become interested or acquire in
terests, that he must suffer, and not
the third persons.
I'm this case the property was val
ueless and could not be sold at any
price; had no value, but was made
valuable by the efforts of the defen-
dants in this case, who were inno-
cent in the transaction and obtained
the lease from the apparent owner
of record, and they should be pro
tected in that lease and bond. The
deed, of course, executed in 1900 to
these two trustees is irregular, and
perhaps void or voidable, but | shall
hold that the company and its stock.
holders are estopped to assert the
same.
II further hold that at the time of
the execution of the bond and lease
or option to defendants in this case
upon the War Dance and War Dance
Extension, that James c. Hutchinson
was the sole surviving trustee OF
this corporation. and as such, author
lied to execute the lease and option
that being the only way. under the
testimony, that any considerable sum
could be secured for the property;
and that having executed this lease
and bond as trustee, that II the or
iginal deed from the company to him
self and Chase was void. still this is
binding on the stockholders; that the
lease and option shall be declared
valid in all its terms; that the money
in the hands Of the court in the shape
of drafts, shall be deposited in the
First National bank Of Central City
and be credited to the registry Of this
court. subject to its order. and that
the defendants shall have the right to
operate this property under their
lease and option, and they shall have
the right to take up the option If they
desire upon their depositing $4,000
in the First National bank Of this
city, to the credit Of the registry OF
this court, and thereupon Chase. as
trustee, shall execute a deed therefor
and that James G. Hutchinson hay