The New York Herald Newspaper, November 28, 1854, Page 2

— — = - ; ; 7 i red to the latter on the books of the compa-’ chief justice, bearing upon this point. ‘The case is that | in the bank. It does not appear that the bank, in its | Western row during the years 1850 aud 1861? LAW INTELLIGENCE. oe tn ta ee ane nt an nates oe ee eae etll vos benught for a.se-mmnaies of tt, ets ore Selec se Dire Ropes (8, ickacing '33,)ro- | corporate capacity, or that Any of is oflcere its be: | from, five to Afveen wornca all the time; I had a pres eee eae: caiieatae were week te tatteceive | of aatiataction from the trustees of the Melthian Tank, 1!*] affirmed tn. (9, 167) bad’ comtrmed in’ (10, | half, held stock, 0 as to entitie it to examine the books. | full house all the time. ; Ceny body who lad anything todo gith them Sil | wasagreed. that the plaintiff were entitled to relief, | Pickering 147.) It must be noticed that the ease arose upon | _ I have thus endeavored to discharge my duty ina case | _ Q. Pleaso give me the names of the two young ladios THE GREAT SCHUYLER FRAUDS. | they wereinvalid. There cannot be a doubt then that | and the question was whether Blackwell or the bank | anaction against bacriber for payment of e call which more serious and important than s any other w h it bas 35 sueke a ‘on your direct examination as ving been vei Jor | been my lot to determine. more conse Solomon Childs, A. One of thelr : Yas venders would be entitiod ta:recassr beck Hoe teosey | should bear the 1008. Psi saart eetag the |Site mucheondition had uot been fulilieg, Tue | than myself of my own inability to mect ite dificultion | or went by the Gra; e other one they had paid forthem.”’ Nothing has been cited, nor | lessness on the part of the secretary im recei: have I ‘iscovered any authority suficient, to overthrow forget power which was net authen! as the by-l of IMPORTANT DECISION OF JUDGE HOFFMAN. | Cf 'itnpair these eases I cannot see why they do not the capital should be $500,000, and | and dissipate its 88. Noone could bestow more | went by the name of phime ; company required. The held that hares 5,008, of $100 each. The directors hadat- anxious thought and solicitude to decide it righteously. | other name; her Black-Byed Joe. determine the point now considered. Whether the of- trustee, wh a private persom or ly corperate, | tempted to go om with the business of the company when | [humbly trast that the hope which I have imbibed from a. is Emily Moore? Do you know where she x ae eee ig ey a mpg sen te | ents Ok Seog ter tea ry Ree sardianer ay ep oye ia, tite tee ites ot the ope peepee anging yeareery gon Sen Sask faereaat| lived <a ff Chief Justice Ab- | them to dispose of rust money; for ‘trausfer e defendant Tes) il for eall, and the line of t this fierce struggle may end lil > lived. The Liability of the New Haven Rallroad founsd, but we eevecian to fabricate shares of a com: | is made without the authority of the owner the actis a | reasoning waa in ‘Pstance this: A subscriber hasa | wells of springing water between the servants of Isaac {| _Q' Did you keep the house you have spoken of on | gullity, and in consideration of law andequity ti the benefit of the expectation and possibility that he hendmen of Gerar, when the stream of the foun. | Western row yourself, or did you keap it on somel Company for the Fraadutently |. peas: Deven the atipalated nembes, constitaiee eS ma uigarbefore-Thatanto Blackwell tought itwasoot | tie who of the expectation and possibility that , and the herdmen of G*tae! frultfulaoss of the laud fol. | else's account. A. 1 kept it for mysett ode f i i riminal way. (Rea va. Mott, 2; the whole of the capital allowed by the charter may not Issued Stock. Care Pagan ta ). Itia wext urged cA beualf of the'de’ | incumbent upon him to inquireinto theletter of attormey | be necessary for the object contemplated. If, ther, | lowed and rewarded the submissjpn of the patriarch, trait Four Rouse on Western row in general mach fendants, that they were never ownera ; never affirmed | because the letter of attorney in that and similar cases, | when the cai monger and the shares 5,000, and | The complaint must be dismissed with costs. frequented by gentlemeat A It was. x m } themselves to be owners, nor dealt as such in relation to ‘no part of the purchaser's title, The title was the | each share of course $1( should it oteur thi $250,000 —_—-— ioe you a ~ the gentlemen yourself who | this stock, but that throughout they negotiated as | admission into the company ai ® partner will suffice for the object, ‘a subscriber for one hundred Supreme Court—Cireuit. eet ee ee ee A. hagas the door and let INTERESTING DIVORCE TRIAL. | pledges. acted as pledges, and transferred the stock in | accepting the stock on the conditions of the shares will only be called upon to pay $5,000, or $50.a Before Hon. Judge Roosevelt. them in; and then Jet them out; opened the wine, and | that capacity, and Tn no other; that they looked through- | The letter of a is only the authority to the cpm. | share. But if the shares are reduced in number to 2,500, age Pp epee upon them myself, = out to the Messrs. Schuyler, the true owners, for ever} each subscriber for 100 shares must pay $10,000, or his ANOTHER INTERESTING DIVORCE SUIT. wnt occur every sven A. I don’t know and source of their acts, and obeyed the! utmost limit. This would be against the condition of his Nov. 27—Frances L. Childs by Lissack H. Simpson, Jr. bea Legere wine every night, but I “opened the door subscription. Again, every subscriber has a right to f x tts Laon : Singular Devolopements in Social Life, dene raaat “and assigned nothing, and. professed, to as- her next friend, vt. Solomon Childs.—The plaintiff in this | ““Q “Dig ‘you have sexual intercourse with any of the | ing, but the mere interest of which on | calculate upon a fund computed to be commensurate &o., &o., &o. | Sen pething, ee tas dita they more aioe mae ie with the object, and that each ofthe 5,000 shares should | case complains that she was united to the defendant ac- | gentlemen visting your said house, or with any geatle- — todo. Ihave been greatly, pressed with the argument, be liable to a tax babar dig effect. A power | cording to the rights of the Jewish persuasion, on thé scab “ ee . I refuse to answer question, [Yo redece the sharas, } without @ power of } 20th of March, 1860, at the residence of her father in Cyr pdegacern' f which this is a brief summary, but, after much con- Superior Court—Spectal Term. { ofswhiae teiede stink aaa ee Ne aes Before Hon. Judge Hoffman. place, itis to be remembered that the cashier on the day DRCISION OF JUDGE HOFFMAN THAT THE COMPANY of the known insolvency of the firm (the 30th of June) ARK LIABLE FOR THE FRAUDULENT STOCK ISSUED. made to the attempted - Fah BEANE last ig stock wae | - resident of the and wor ve it Morris Ketchum, Thomas Rogers and Edward Bement applied a few minutes earlier. In the es place, he | ws. John A. Stevens, President of the Bank of Commerce,of did effect the tranafer on the morning of the lst of July; New York.—This action was brought to recover from the _ before 11 o’clock, from his own name to that of the pre- ’ defendants the sum of $25,000, with interest, paid by the | #ident and recelvad the new certificate about 12 o’elock, | Plaintifla upon a transfer of 370 shares of stock of the 170 respectively. , the order ofthe frm authorized Now York and New Haven Railroad Company. This stock | 4 ignment of securities, and the arrangement | tol, i them beyond the $100, would be a fo ex; : Q Where is your it 00, which might be totally insuffciont, ‘and might | this city, she being at that time Frances L. Simpson, and | have been living at the house 51 Crosby street, in 3 wholly ep lost. Now, it appears to me that only 19 ‘years of age. The defendant, it is alleged, left | thia city; Iam now boarding Hotel, corner re the City it ts inaccurate to say that these cases prove that. re- | his wife on the lat of October following, for the avowed | CG °wity ane DERN os caioe aT am not living | duction of the number of shares expressed in a charter purpose of to Cincinnati on business, and with | with any one at Rep 229) | ina violation of that charter. It is correct to aay that + * | they prove that isa violation or non-fulfilment of a | the intention of returning shortly; but instead of re- Q. Have you an; peony ly? peal A. It is my i Wisconsin condition in the contract between s subscriber and the | turning to the plaintiff as he promised, he wholly aban- ees Oh per pak Pe Then the woking at (taphcnmoptee) doned her since that period, and has remained absent | Q. With wnom are you going to ayer A. there tan waived, modified, or insisted upon, at the will | from the State of New York, leaving the plaintiff with- no one with me with, the ex x of the subscriber, ‘with the assent of the Com- | out any provision for her maintenance, and dependent | f1h02,5 “and live there the balance of my life. gotomy rig Hiace ef xosidencer Ar at | ted by a delivery of the new stock certi- pany. And hence we are, in each lar case, to for her sup- ait had beon pledged to the Bank of Commerce by the firm | 7a.,cousummal | © | on her parents, with whom she now resides, for her sup: Q@ In what city or village does your father reside? pga a ag 7 a ye Ranga seein mail, the con | port. Itappeara that the issue of the marriage was one | A. Ho resides inthe county of Grant, New California plaintiits of BR. & G, L. Schuyler. Various grounds for the de- to transfer, si by the president. The law, bos rca take 1a this point of ‘view the question was regtrded by the | euild, bora on the 14th of June, 1851, named Honry | Pet OHO asa you first become acquainted with Solo- mand are set up in the complaint ; but the main ques- | in respect to of stock pledged, Q When tion depends upon the alleged illegality and valucloas | 20, be, that the party, after defanit, ‘may sell it at ‘Childs, which is now living with the plain- | mon Childs? A. In the year 1850. i 1 t Dabonee it aneeakee oake, | tft residence of her parents. It is that | Q. Did you own the said house in Western row? A. I characterof the stock, as having been fraudulently and | the owner. If any other mode is provided in the con- the defendant has been guilty of various acts of adulte- | did not own it the first year I lived in it; I bought it ou falsely isaucd. We merely give a general outline of the | tract that will govern, (Brown vs. Howard Superior the city of. Cincinnati, and ‘ata house of | 16th August, 1851. 7 i case, as the facts and material details are minutely atat- | Court, T. R407.) Im both of the notes im ques: | dnoe ten new partners in hls place. True, they fame in Western Row, in that city, kept by Belle For- | Q. Did you buy the eald house with the profite that by tion the sree is, that the stock may be sold | sented separately, what he represented in the rest; also, at the houses of Ann |, and several | you made from pfecdl the said public house that you ei in the following opinion of the Judge, of which we | at the board of brokers, or at public or private sale, at | the representation collectively being of the sam 4 Other persons, in Cincinnati. The plaintiff therefore | fept in Western rew in the sald city of Claciansti gave a copious extract in Sunday’s Heratp. the option of the bank, and without notice. Ihave had | but yet new partuers wére brought in by the will ofone ft of the 8 & decree dissolving the marriage. Witness declined answering unless so @irected Messrs. Ketchum and @, Wood for plaintiffs. Segaaion te sun sarecsl pezsied terng In ie aes | parts planes, Te, sees sien Sree as iia Far the defence, Mr. Morange ands associate | Court, and the Court says that abe 1s not bound to Messrs. Silitnam and D. Lord for defendants. would, I Uhink, be construed to mean’a sale toa third | deed of agreement or settlement. But while thi] was | sued, by alfecting ‘the smouat of the profits of the it was Te See ae abemaenea tan fobestant, in the oS a inted with the brothers of Solomon Horran, Justice—The course adopted in adducing | person, yet there can be no legal objection to the pledgee | essential to constitute members among the tos, | holders as well as the actual sum represented, stands Mtemaber-after their PA Fh tah omg 9 res lanthers: Lames: the evidence, and the arguments of couaselin this cause, | of stock placing himself under his power, precisely in foe leas was sufficient to render person re ible | upon a similar as @ reduction of shares which. L. Simpson \ sdenandvel- the tnethines ee i ere ee gt, ‘ Tiafae have led to the consideration of the validity of the stock | the position of a mortgagee of land, who takes posses- | tocreditors. And the very rule and distinction een | tends to increase his ity or endanger his advance. he plaintiff; I reside at 99 Prince street; I have al- Sree Rh cnae ” i i at ‘ew York and New Haven Railroad Company, is- | sion. 1 speak of the general law, not as affected by our | parties inter se, and to the world, was applied to these | But the question still, in each instance, is one of con- ways resided in this elty; 1 knew a female called Bell "Q. How do vols kann tint te ptated-by sou'ee hue by the lato transfer agent, to an amount excoeding | statute, If s, the pl holdf the tock, as owner, | cases. | (See Wordaworth 189, Mondesley vs. 14 Blake, 2 | tract and authorisation. Upon, this question of forfelt- | Forrest: the frst time { gaw herto know her was in the | having occupied the room with ‘Emily Moore is” the de- dune million seven hundred thousand dollars. Iam now | inst every ot ut the pledger, or those im, m. a _ n.; Harvey vs; 856, @ of arter, xamined following cases, % _ 1G ‘nod that the case geunot be deciied without passing | who may have a right to redeem-—a right to be enforced | and Ellis vs; Schucock, 5 Bing. Sal.) Next, it canmt be | and the revult in'my judgmen Ja that it is atleast very fallof 1861 acim’ pp bop geen poagi yal fendent fn this action? A. I have, heard different per- cafe of "Oonnecticut wo p hpon that question. I-approach it with anxiety and | by calling for the transfer of an equal number of shares. | contested that if a company wae chartered with adef- | doubtful whether the tribui . 1 Uettaat gheiutercata iablived are of startling magni- ‘The banks in this case, did not exercise its power to seli | nite limited capital, and nothing was declared reqpect- | determino this charter to be forfeited by the adoption | Ment of 1663; saw her e€ Crosby Gtreat, I think No. SA; | self called himself Solomon; they kept a store in, Fifth tude, and the questions grave and novel. Anobscure at public sale, or at the board of brokers. Butitis an- | ing the amount of the shares, the company could | of this stock as partof the stock of the company, by at Loy atk — paige ow Mave beter 1 boug! oprah gery me imat und untrodden tield is before me, and there are no lights | other question, whether it did not exercise the power of | adjust them at pleasure; and could give that | reducing the value of the genuine shares in the manner peck my ti Pit her Bhai Poke 1 agked for wit A three of scores ie ping a we, ae Kk ndled by the wisdom and labors of former judges to selling, at private sale, without notice, when it first wer to the managers or directors. It is equally clear at out. Kellogg vs, Union Co., 12 Coun. Rep. | erat 61 by street, and they told me’ she had lett amount Ge bapa ve ashawlon now for aark out the path. Such consideration urgo me to a, caused the transfer to be made which vested it with | that the shareholders could authorize the directors to in- | 7; The State va. The Essex Bank, 8 Vermont Bap. 480; | ee exh airy Set ts Wissama; Linqulced for her) at 1 paid theo $300. a wie ‘ protracted and deliberate examination; but I'shallfulfl every recognized indication and eyidence of ownership, | crease the number of such shares; and, if this could not ; Planters’ Bank vs. The Bank of Alexandria, 10 Gill and the City Hotel where I was directed, but could not find an ; you give me the names pare aay os ni ‘a higher duty to the community by a’ prompt decision, and then transferred the stock to the plaintiff. Again, | be done by transcending the limit of the capital and add- | John 346; Att’y Gen. vs. The iprkeery Serpe te Co. har to nab her: I "Alexander *T ane ss re? A. he hee or ie ib eae which willspeed the cause upon its way for the matured — the reason of allowing a recovery in cases like these, is, | ing to it, it must be understood as authorized to be | 6 Tredell, 456; The People vs. Oakland County Bank, i acquainted with nti phage pero ps a ro Bell ge 7. berated Econ pate other one was a! whole- is determination of the general term of this Court. Ishall that money was pela for what was deemed an existing | done by diminishing the value of the shares. Cases can | Douglass, 282; Stste of Mississippi va. The Commercial Heeman; I eaw him in this city; I was not present at Baie cece toon lado Ht Miia, 0 te tie consider the case under the following heads:. right, and wi is proven to have no existence, the | be imagined: cases, 1 understand, have occurred where | Bank of Manchester, 6 Smedes and Marshall, 233. See _ 4 1» 1. The position and rights of ‘naeae 3 growing out patty ceiving ought not to retain. it. Now, whether | such pinhead on taising money to meet the exigencies | also the cases in this State cited in At & Ames, | Pci wer meee sar ee a te ee ee city of Cincinnati? A. I parte sam nis in my life before of the presentment and peteel OF the check for $10,000, ie get ie brews as pledgee be Kio does not super of cheignenes has Sen, leigh to. Bi will not do to me oe ee recipe thal int aoe this — | ‘August; he is a resident of Cincinnati. oy ah x4 the bee ar =r roe ge eas and the ground d by the Bauk of Commerce for to be of material consequence in such an aspect of the | say that it cannot be imagined the stockholders intended e case, to wl observations of counsel have 5 : . ; fr. + sich ee "4 question. “In the ease of Fatman ws, Loback. (1 Duer, | toygive a power, the effect of which would be to diminish | been to some extent directed, and that is as to the effect | -examined—I went to Cincinnati perhaps twice & | sons while in Cincinnati, relattve to the plaintiff in this 2. The facts attending the possession and transfer of ep. 354,) the Superior Court treat the filling eee their own profit. Such an answer might be made by | of the possession of a certificate merely, with or be tedning td rage = eadly Tora herseuage) ae asfaras you know? A. 1 could not say that I el ines: the securities held by the bank to the plaintiffs, and the power attached to a certificate of stock, and delivering | a incipal in ever case of excess of authority without a power to transfer annexed to or accom- of re mature ani ecilence of tba aanacant ila to the 370 them to another, asa conversion of a previous equit- | A Pre jock com espa corporation then, if unfe pany ing it. It is conceded, as a rule very general we oon ee ce te fie Auarekindes obwate ie Q. Have you ever spoken to any one with reference to- ahares of stock made over to.tham. able title into a legal one; and. they held that, whether | tered by express legisiation. las an undoubted right to | in its extent, that for the’ purposes of v Ing, ot | sctomon sealant (viectea 2 act: Atatiaat yr Breen nat eeeiee a 2 AL 3. The ground of the proposition of the defendant this was done for the purpose of selling or hypothecat- fix the number of shares into which the capital shall be | exercising any control in the management of the the inf tion rhe ell I believe Belle Forrest ae ar elae mart ny ere, wi of a = ah x i that in point of fact the trausfer made to the plaihtiils ing, made no difference as to the rights of a subsequent | divided, and when fixed, the associates may aubsequently | affairs of such companies, a registration on the A did coven gud cepresent(undoubied mtooks ts holder. “Ieonclade that this action would be to recover changeit: and, if the power is reserved oY implied in the | books is necessary. Kogulations of this nature are | Went to Wisconsin when she left here, and have been | L. H. Simpson, Jr., and E. Amoureux; not until 4. Whether the action to recover back the price can back the sum paid, deducting the $10,000, upou the as- | articles of association, the directors or trustees may | sometimes contained in the charter—sometimes pre- outs in Wisconsin she went. aay Saturday did I see the beeen I a fo a he maintained upon the assumption that the stock ac- sumption of the stock transferred being proven tobe exercise such power. ‘Thus, in the Armsgate Railroad | scribed in by-laws, and in our State directed by express | “"Te Yoctimony of Belle Forrest, taken de bene esse, was ae men Be oe ere eros quired was utterly void, and vested the plaintiffs with void and valueless. ‘0. vs. Mitchell, (6 Railway and Canal Cases, 230,) the | statute as to various incorporations. It is sufficient , no right or interest whatever. 5.—This consideration leads me inevitably tothe ques- | shares of a tee were criginally fixed at £25a share, | here to referto the general statute as to moneyed cor- beth beetle math 9b Sit peniant raised | Stewart's: I have passed him frequently nj Ginahredts, 5. If such action can be maintained, then what are tion as to what are the rights and position of the hold- and, by a vote of the directors, were reduced to £20 8 | porations—(2R. 8., 596, §36, 37 and 88,) and the Gen- | or taken fe paeatianss the techniest aireniexte of Q. To whom did you speak with reference case! the truerights and position of the bolders of wuch spu- ers of such fabricated stock in relation to the company. | share. It was held that this was lawfully done, The | oral Railroad-act adopting them, (laws of 1850, ch. 140, | Dot teken in pursuance to the technic Mequiomelte of | A. To Mr. 1’ Amoureux. Ba rious or fabricated stock in relat'on to the company. Ihave before stated that as to the shares in question statute under which it was organized did not forbid | (5,) and to thecase of Rosevelt vs. Brown—1 Ker- | $y Sains sisleakinn & Mo susie whe preted tn the Q. Where? A. ie house, 61 Crosby street. 6. Whether the plaintiffs are chargeable with such no- they are plainly portions of this stock, whatever obscu- it. A section of that act prevented any one from | pans, Courtof Appeals 152. Again, as a general rule, | {akon and maintained by tte Judge who py Q By whom is the house 61 Crosby strest A. It tice of the character of the stock as will vary any rights rity may attend the tracing of the rest. I cannot but | “being entitled to vote except be possessed an interest in | it may be stated that such registration is essential to re- | “ie art adtaltted the Pavttiasiy, auijeat to the ex: is kept b; ees by ge oprreanry of Jane Sevens which innocent holders of spurious stock may posseas. add my fixed conviction that a vast mass of the disputed | the capital to the amount of £25. It was also held that | leasean apparent owner from responsibility to thecalls | ca rete tema Q. Is it a house ot illfame? A. I believe it is. 1.—Upon the first point of examination the decision stock can be followed and identified, and I believe that under the charter the directors had the power. The | or debts cf | ception of defendant’s counsel. Q. Did you reside there asa boarder? A. I did not, sti fol Th ht hed 1d tent tribunal be fe Rai Co 205 ” soattne Ba iid Gex bore ta TESTIMONY OF BELLE FORREST. sir. is in substance as follows:—That no right attached to could a competent tribunal presoribe some few and rea. | Lexington Railroad Company vs. Chambers (13 Metcalf | B. Rep. Fs one vs. Price x, and Smales 3 i ‘d . \ the plaiatifla by reason of the check of R. and G.L. sonable rales of appropriation and adjustment, the task | 110’ i andl the Kennebee Railroad Company Aa Jarvis (34 ‘Aaderly vs. Storms “6 Hill 626; Worrall vs. Judson 5 | _ City and County of New ae ss,—Belle Forrest, & Q. Where there any, and, if so, how many lady beard- Schuyler (or $10,000, upon the deposit made after the pre- would not transcend the power of mercantile ‘ability to | Maine Rep. 360), tend to support the same position. {| Barbour’s Rep. 210. A certificate of the ownership of | Witness duly sworn on behalf of plaintiff, deposes and | ers in that house bie the time of your residénce sentiment and refulsal of payment of such check. That tae mark the whole. But it is enough in this instance that | repeat and condense these propositions thus: The prin- | shares issued to a registered party, is, in truth, an ovi- bat ews therein? A. Sometimes there was one; in the winter T tight of the bank to retain the funds in deposit I find these shares stamped clearly and indelibly with | ciples ofa common law partnership govern joint stock | dence and declaration oi a right of property to the . Where was your residence from May, 1850, to Jan- | hada lady living with me who did not pay me any board. accrued on the 3d of Juno, 1854, and could not be af. the sign of their birth in a fraud and fabrication. Is | associations, incorporated orgunincorporated, except so | shares expressed in it. The power to transfer, which | Uary, 1852? A. In Cincinnatl, State of Ohio. Q. What do you mean by not paying me ey board? fected by a relemand of the check on the morning of the railroad company and its innocent stockholders far as modified by the statute, or fixed principles of law. | may be annexed te it, is immaterial as to the party’sown | _ Q. Where did you reside in the city of Cincinnati? A. | A. I mean that she did not pay me any whilst I Ast July. bound for these shares? and, if so, what is the nature The introduction of new members into apartuership is, | title. It serves the’ office of enabling him to invest | On Western row, between Fourth and Fifth streets; | had the house; I sold out to Miss Wilson; I don’t know That this right was not affected or impaired by reason and extent of their liability ? ‘These are inquiries which | upon common law doctrine, only allowable upon a joint | another party with his own absolute ‘Mgnt of property, | houses were not numbered; Idon’t know whether they | what is going on now. ‘ of the stock notes given upon the loaa by the bank being have stirred the mind of the commercial community in | consent. This joint consent may be exercised and proven | and to obtaln his recognition by the company as uch, | are numbered now or not. Q. How long is it since you sold out to Miss Wilson? on demand, and that no express demand waa proven; a degree rarely known in this country, and which have | either by an actual agreement in each particular insta: It serves the purpose of enabling such person to transfer | _9- What was the character of the hous you kept on | A. Miss Wilsen took the house on the 23d day of June hor by the fact of the bank beingin possession Ofthentock. evoked the exercise of the highest professional ability | or by mdélegation® of the power ts assent toe par: | the same right and interest. to Snother, and so succes. | Western row inthe city of Cinclgaati? Objected to by | last. as collateral, as well as having the money in hand. and learning in this and our sister State of Connecticut | ticular body, or to a particular person. If the sively. But this can be accomplished by any instru. | defendant’s counsel as suppositious -and calling for the Q. How long previous to that did you see Mr. L’Amou- ‘2.—Under the second head, the facts attending the to meet and to solve them. “It is unnecessary to enter is made to a particular body, it may be accom: ment of assignment, and, indeed, by a mere endorse- | Witness’sopmnion. A. It was a publichbuse, where I | reux? 4. I ean’t say particularly, because I took no possession and transfer of the securities to the plaintiffs, _ upon that wide fleld of investigation into the origin and | not, with authority to that body to re-delegate it; ment on the certificate—(Commercial Bank of Buffalo} boarded note of the time. and the nature and extent of their apparent title to the nature of corporations, and the extent of their powers, | thus the question is first, whether the mombers.eutrust- | vs. Kortright 22 Wendell 362)—that the certificate is the | , @, Are you acquainted with Solomon Childs, the de- Q. Were did you see Mr. Solomon Childs in this city ? three hundred and seventy shares of stock, the subjectof over which, the Jearning and reasoning of the able ed the power directly to's particular officer; and next, | substantial ground and evidence of title and interest; | fendant in this action? A. I am. A. Isaw him in my two pees first in the front parlor, the action, are stated at length; and are of great impor- counsel would lead me. It is sufficient to say that the | if they did not, whether they entrusted it toa class of | and the power to transfer but an adjunct will, I think, | Q Did he lds) ever visit Pied house, and | and then in the back parlor, w we drank the wine; tance in determining the rights of the parties in thispar- rules governing the ancient municipal corporations of sons, with power of substitution;and lastly, have the | appear from the following decisions:—In Doloret vs. | ff #0, when! A. He visited my house all the time dur- | this was at No. 61 Crosby street. ticular respect, but not necessarily so upon the geucral cities and towns can shed but little light upon a question latter made such substitution? Now if'by aregular chain | Rothschild, (1 Sim. and St. 590,) a bill was sustained | there, with the excep- Q. Do you recollect his_personal a) nee with re- and great questions in the cause. A conclusion is how- _ like the present. Such corporations had originally their of devolved power, the authority to introduce new mem- | for the deliverp of certificates ‘of stock ina loan to tion ot the tims he went to Parnes. ference to features? A. I remarked to him at the time ever stated, that in no event could the plaintiffs recover, rise in the principle of protection of life and property bers into this partnership can be established, if by tho | which the plaintiff had subscribed. In ex parte Barriere | 9. How often was he at your house? Objected to by | that he was quite fleshy, and that his form was much without allowing the bank to deduct the $10,000, tie from the barons and kings, and watch and ward was the act and agreement of the stockholdems, the evidences of | (11 En, L. and Eq. Rep. 128,) a party who took a cer- | defendant's counsel. A. Well, I can’t say exactly how | rounder than formerly. amount of the gheck paid upon arrangement. The prin. duty of the burghers and the bond of their safety, such membership are placed in the of an officer to | tificate of stock, without complying with a by-law re- | often; he was there almost every week while 1 kept | Q Do you recollect if he had any whiskers? A. Very ciple of core upon which the plaintiffs proceed, Particular franchises were successively won from fear or | authenticate and issue, then a general power or agency | quiring registration, was held responsible. In Newry R. | house there. distinctly; he was just starting a pair; they were not involves the principle of restitution. favor. They were all inroads upon feudalism, and wars | has been delegated to him. And then nls abuse otfrau. | i. Co. a *Eawards, (2 Exch. Rep. 118,) person under | 9. For what purpose did hé visit your house? Object- | very long. The fourth subject of inquiry was, whether an action all personal and peculiar privileges. (Rise aad Progress | dulent exercise of that power will not prevent the com- | similarciroumstances was considered a shareholderfrom | €d to. A. To see the young ladies who were boarding | | Q. About how long after yon ssw him did you sell out to recover the amount could be maintained upon the as- of Cities.) (“« Smith’s Wealth of Nations,” vol. 3, page | pany from being bound. This view mects the cogent ar- | were possession of the scrip. In Cheltenham R. W. Co. | there, and one im particular, by ghe name of Emily | to Miss Wilson? A. I am not positive about the time; it sumption that the stock acquired was utterly void, and 171, et seq.) But when the increase of trade and com- | gument of Mr. Wood, upon the nature of the agency in | vs. og 2 Railway Cases 723,) and The same va. | Moore. was a month I think; I made no note of it; I do not re- Vested the plaintifts with no right or interest whatever, — meice led to an appreciation ofthe value of a combina, | this case. What was’ the power delegated to Revert | Medina, (ibid 735,) the purchaser of scrip certificates | _ Q. What part of the house was Solomon Childs in tne | collest. It is ia the first place urged, that if thi had been a sale tion of capital and effort—‘ when mea, having learned | Schuyler, as transfer agent, and what wasiteextent? | who sought to get himself registered, but acci- | habit of going to when he came to your house—in the | Q. Inthe year 1851 did you know that Solomon Childs of stock by an avowed owner, dealing as owner, no other what wonders could be accomplished by union, began to ‘Tho first section of the charter passed 1st May, 1844, | dentally failed, was held to bea member. In Bagshaw | Parlor or bedroom? Objected to as leading. A. He | wasa married man? A. Idid not; there was nothing warranty of title would have been implied than that the _ think that union was competent for everything”’—(Dr. | constituted Joseph E. Sheffield and others, naming them, | vs. The Eastern R. W. Co., (6 R. W. and canal cases 152, | Would first go to the parlor and then go to a bedroom | to attract attention. vouchers of stock werea pledge, and that the defendants Channing)—the formation of partnerships began. Joint ‘with sach other persons as shall associate with them | 164,) Chancellor Wigram stated it as an indisputable | that Miss Emily Moore occupied; it was the middle room Q. When did you first know that he was married? A. were not cognizant of any defect in the title. But in stock associstions followed. The principle was at first or that purpose, a body politic and corporate, by the name | proposition that the holders of scrip certificates in the | on the second floor. I did not know it until I came to New York. y opinion, this proposition cannot be maintained. It | a mere extension of the essential elements of a partner- of the New York and New Haven Railroad Company.’? | stock of a company could sustain ‘a bill to prevent the | Q. What washis general conduct when he came to | Q. Did you have a housekeeper at your house in Cin- cellor ship toa greater number of members, with some varia- _ The second section previded that the capital stock should | misapplication of the capital. There was an inchoate | your house? Objectedto. A. Mr. Chiits would cometo | cinnati? “A. I did not. Kent, is the law of our State; that if the sellar ix in pos- tions of government. But the perils of personal respon- | be two millions of dollars, with the privilege of increas. | right in such persona to become general shareholders. | the house and cut up with the girls as other gentleme: session of the article, and sells it as his own, and uot ay sibility to the members, and the unwieldy machinery of inz the same to three millions, and to be divided into | In vs. The Marblehead Co., (10 Mass. Rep., 476,) | did, and drink wine with them, and with his friends; | vant, a cook, and a agent for another, and for a fair price, he is understood such & body, led to application to the State to give them | shares of one hundred dollars each, which shall be | the dejivery of a certificate with an endorsement upon it | sometimes he would bring a party with him. .Q. Did the gentlemen who visited seed said house im io warrant the title; and the opinion of Justice Buller, | the protection of an incorporation. Through all the | deemed personal property, and be transferred in such | for valuable consideration, was held sufficient, and en- | _ Q. How long was he in the habit of remainingin your | Cincinnati, an nts of any of in Pasley va. Freeman, (3G. R. 58,) that if the seller a. judgments of courts, based upon the doctrines of the manner, and at such places, asthe bye-laws of the com- | titled the holder to the interest and title when the calls | house when became there? Objected to as leading, &c. | the inmates of said house, ask yo to firms the chattel, which is uot in his possession, to be common law—through all the legislation of England, and _ pany shall direct. By the third section the parties who | were paid in fall. In Ashley vs. Blackwell, (2 Elen Rep., | A- Sometimes he would remain until 10 o'clock; some- | leave, or did they leave, without calling upon you to his, he is bound to answer for the title, is approved of of our own and other States, applicable to ‘associations | were authorized to receive Se stom ht make | 300,) where it was held that a ay, — reaponaible | times all night. open the door? A. There. wae Swe, ways to get out— rans! one Fy a 3 A = e 3 3 2. is admitted that the general rule, as stated by Chi y Chaneelior Kent as possessing both’ good sense and incorporated or otherwise, we find the great principles of twenty thousand shares subscribed the capital stock of | toa party whose stock had been ferred under a | Q Whenhe remained at your house all night, in what ‘waa throt ways kept it locked, equity. In McKey vs, Cocker (3 Barbour, 8. Ct. Rep, & partnership recognized. ee indeed, Prod ied, or the compan . Butif the subscription pos roe thirty | forged power, the Lord Keeper said that the letter of | what part of the house did he remain? Objected to, &c. | and kept the had toons toask my . 326), Justice Parker critically examines the authorities impaired, but still pervading and discernible. Confining , thousand, the same were to be ced and apportion: attorney was no part of the title, but only an authority | A. In Miss Moore’s room, as I stated before, and in other mn to they went out of the and sustains the rule thusexpressed.~ At this period in the inquiry to the most affluent fountain of ourlaw— in such manner as shonld be deemed most beneficial to | to transfer. The title was an admission into the compa- | rooms, but generally in Miss Moore’s room. front door they had rough my room to do the progress of the law relating to trade and commerce, the law of England—we find that joint stock associations | the corporation. Under the fourth section the imme- | ny asa partner protanto, he ‘the stock on the | _@ Was there any person with him at such times ashe | Q. Were you al ur the evenings ? in when the representatives of property or money, like cer: | were known before the act of 1719, called the Bubble act; | diate government and direction of the affairs of the com. | conditions of the partnership. letter of ghe attorney | remained all night, and if s0, whom? Objected toas | A. I was; I'don’t think I ever was out of my house tificates of stock, are so unboundedly dealt with as the and they were based upon the principle of partnership, ny was, vested in a,board of nine directors to be chosen | is only the ity to the to transfer. And | leading, &c. A. There was s gentleman with him at | hours at night the whole two years I kept it. property itself, I'see no ground for ‘distinction between with an attempt to make shares. transferable, and 10 by “ne atockholders. "Four of such directors formed | in Fatman Laback, (1 Duer Kep., 354,) this Court | one time; I don’t know his name; they called him Sam; | _Q. Were you, during the time you Kept said house in the possession of a certificate and the session of a limit the personal responsibility of members. That sta- | a quorum for the transaction of business. By the | held thatthe holder of a certificate, with a power an- | | think he was a clerk of Mr. Childs’s. Western row, in the of going to the theat or material chattel. Sir John Leach held that a bill might | tute recognized the existence of such companies, and seventh section the directors were vested with the power | nexed in iy retain the securities for moneys | _Q. Did they both remain in the house all night at the | other public places of amusement] A. I never was ina be sustained for the delivery of certificates of stock, be- speaks of their mischievous consequences—that they to make bye-laws snd rogatations touching the: disposi- | advanced to the first of the stock, although the | time you speak of, and if no did corepy the same | theatre, in ti, in my life. cause they were the evidences of a legal right and neces- have attempted to act as corporate bodies, pretending to | tion and management of the stock, property, and estate | owner had paid such p! ‘im full. The possession of | room together? Objected to. A. They not; Mr. | Q. Did you ever keep @ house of ill-fame on Fifth sary to constitute the party a proprietor. An actionat make their shares in stock transferrable, without le; of the company, not contrary to the charter, or the laws | the documents gave the pl an equitable title, | Childs’s friend was in the habit of seeing » the Vine, opposite the market? A. I never law would not give the property, but merely a personal authority by statute or charter from the crow. The | of the State or of the United States; the transfer of | which, by filling up the power, he could convert into a | name of Alice Gray: he occupied her room with Mr. | lived in Filth street in my life. responsibility for dau recovered. (Doloret vs. act then provided that all such undcrtakings and at- | shares; the duties and conduct of their officers and their | legal one, {ndeed, it seems difficult to avoid the conc! Childs occupied Miss Moore’s room with her. @ Was your house in Western row, in Cincinnati, Rothschild, 1 Sim, and Stilart 598.) The cases of Morley tempts were void and illegal, and especially the acting, servants; and all matters whatsoever, which may appei sion that, as between immediate parties, a mere delivery Q. When was this? A. During the years 1850and 1851; | ever indicted as a disorderly house? A. It was sever vs. Attenborough (Welsh. K, and Gordon 3 exch. rep. or presuming to act, as a corporate body, the raising tain to the concerns of such"company.”” By the twer of acertiticate as security upon obtaining @ loan of | I think the most particular time was in 1861—in August | ixdicted while I kept it. 499), and Chapman vs. Speller (Queens’ bench, Feb. 26, or pretending to raise, transferrable stock or — tieth section the act might be amended, altered or money, would be an equitable pledge of the stock, equiva- babi era Q. In what of the house did you sleep during the 1850), do not shake this proposition. The question in stocks, or to assign any share, without authority. | pealed at the pleasure of the General Assembly. In the | lent to an equitable mortgage by a of a Q. Was he “nagar Childs) at your house in the 1851? A. I never slept but ia the one room while the former case related toa sale by a pawnbroker, and By section 25th, the act was not to restrain the carry. exercise of the powers conferred by the charters reso- Russel ve. Russel, 1 Br. C. 209; Moore month of October, 1851? A. He was. kept the house—that was the middle room, on the first a floor. much offusage was introduced into the cause besides, at ing on of any home or foreign trade in partnership, in | lution was adopted by the stockholders, to the following oat, 8 Simons, 508; Welsh vs. Us! er, Q. For what Oubete was he there in that month of the close of the opinion is the following language: It may such a manner as had been usually done, or might’ be | effect—(Book of Records, Nos. 20 and’ 21):—‘Transfer | 170.) ’ It follows that the holders of certificates, even October, 1861? Objected to. A. For the purpose of see- Q. Was there an gatey going from the street to the be, that though there is no implied warranty of the dbne according to law. The transferability of shares | and Certificates of Stock—The principal transfer office | 1 think, without powers of transfer, are equitably share- ing Moore, and spending the night with her. stairs, which ascend to ? A. title, so that the vendor would not be liable for a breach unrestricted and unregulated, was a blowat the account- | shall be in the city of New Haven. but transfer agen. | holders or rhembers of this company, with a right to au- . Did he visit your house in the month of November, | hall to the house; there is a porch or kind of a plassa. of it'to unliquidated damages, yet the purchaser may re- ability of every member of a’ partnership, by rendering | cies may be established in the cities of New York and | thenticate their title by procuring & transfer on the | 1851? A. 1 think thatfwas the month he was in Eu- | Q. When visiters came to your house and occupied an cover back the purchase money as on a consideration the tracing of debtors difficult, and sometimes impossi- | Boston, by resolution of the board of directors; 8nd all | books. If they do not sess a power of | —— apartment with any of the ladies, did oer settle that failed, if it could be shown that it was the under- ble to thecreditor. Such a power was therefore reserved | transfers of stock at any office shall be made under, and | transfer, it only be @ difficulty of evidence to How long previous to his leaving for Euro} aid be with, or pay the lady” a ago you for the use of was Sometimes standing of both parties that the bargain should be put for the Parliament or the wn. After the act,how- | in compliance with, such rules and regula- | make out their right. The result then is that the plain- visit your house? Objected to. A. He the ? A. id me and some- an end to if the purchaser should not have a good title. _ ever, the effort was perpetually made to engraft this tions, and by such instruments of assignment | tiffs are entitled, under the certificate and power taken | night before he started; at igast he told me he was going | times they paid the ladies, and they the pay to But if there is no implied warranty of title, some circum- ‘ principle upon the emes of joint stock associations, | and transfer (which need not be under seal) | by them from Mr. Stevens, the President of the com- me oe s me. stances must be shown to enable the plaintiff .o recover and no less strenuously was {t attempted, to limit the as may from time to time be made, order pany, to be admitted as shareholders in the capital of | | @ it were his actions in that visit? Objected to | Q. On what particular nights of the week, if any, for money had and received. This ease was not made at personal responsibility of the members tothe amount | and appointed by the Board of Directors. ‘Certificates | this company in common with all other cholera | A. He had a bottle of wine, and vent into Miss Moore’s | would Solomon Childs visit your house? A.-I don’t the trial, and the only question is whether there isan subscribed, and exempt them from the demand of crodi- | of stock shall be in such form and issued under such | whore rights are admitted or shall be ‘admitted, wad that | Private bedroom. ‘ implied warranty, In Chapman vs. Spelles, the ques- tors. But’ the courts of justice invariably defeated rules and regulations as the Board of Directors may | their right isin proportion to such whole number of Q. How jong did he remain in her room? A. Sometwo | he had no cet night. tion of warranty, or right to recover, on failure of title, these attempts, and fixed upon these joint stock compa- from time to time appomt and direct.’ The directors | holders allotted upon a capital of three million of dol- | or three hours; I am not able to state how long. Q._How came you to notice particularly the length of to what was contracted for, did not arise. Thisisthelan- nies eyery material attribute of a common law partner- adopted the forms of ‘transfers, certificates and blank | lars. It will be seen that this view of the rights of the Q. Do you recollect the month of this occurrence? A. | Mr. Solomon ids’ visits to your house, and was that guage of the Court. The party had bought only the right ship, in the non-assignability of shares: and the abso- powers of transfer, and ordered their general use. On rties excludes any right to sue for damages or to sus- | I think it was during the fore part of September. your general custom? A. It was in one respect; | was which the vendor bad acquired at the Sheriff's sale. That lute personal liability of members. The expression of the 8d of February, 1847, the following resolution was n any action except upon the ground of common own- Q. Was it not a later month than September? A. If I | very intimate with Solomon Childs at the store, and for was merely the title and interest of the judgmentdebtor, Lord Eldon was but the echo of a multitude of deci- * adopted by the directors: ‘The receipts and certificates | ership, unless indeed the company refuge admission. | said it was in September I was mistaken; I only judge | that reason I noticed him more particularly at my house. But the following important authorities are closely ap- sions, that the wealthiest nobleman in the land might of stock on the books at New Haven, to be signed by J. | Whether in such a case a suit for damages, or a maada- | from some property that I bought about that time; it Q. How do you know that defendant occu G plicable'to the present case, as now considered: Jones — be involved to his last acre, and his last shilling, bya | E. Shefield, ay transfer agent; at Boston, to be signed | mus, is proper: 1 de not consider.g Since this opinion was | Wasin October, I think. room with tle person called Emily Moore? A. I'd see yde, (6 Jaunton, 488,) was this: The defendants | connection with sucha company. In the year 1825, by | by J. E. Thayer & Brother, as transfer agents; at New | written | have been referred to the case of exparte Has- Q. Was Solomon Chilis in the habit of paying you ~~ them start up stairs together, and when he would come re bill brokers, and possessed of a navy bill, which the Act of 6, Geo: 4 cap: 91, the Bubble act was re. | York, tobe signed by Robert Schuyler, as’ transfer | singer, (2 Ashmead’s Rep. 287.) That case is atrikingly | money, and if so for what purpose? Objected to. A. He | he would pay me for the use of the room. purported to have been issued by the may, Board, to pealed, and for the first time that I am aware of, it was | agent.’’ Now, a certificate of stock isa written decla- | {n point, and the line of reasoning, in several particulars, | paid me money for wine, and for the use of the room Q. When he (defendant) would order wine, where was ‘have becn registered on the 13th'of July, 1813, and to be | provided ‘That in any charter thereafter to be grant- | ration that the party in whose favor it runs, is entitled | similar to that I have pursued. | whilst he occupied it. the wine opened? A. I hada small wine room that I payable on the 15th of October, 1813, drawn on the Trea- | ed by his Majesty, it should be lawful to provide that , to the shares expressed in it. It is a written admission | 6.—The last subject of consideration raised by the | Q. Did he pay you for the use of the room on each oc- | kept forthe purpose of oponing wines, and then brought nurer of the Navy, to Boll & Hobbs, on their order, for | the members of such corporation should be individually | that such person is a member of the company. The | counsel is, whether these plaintiffs are not so far charge- | casion that he ocbupied itr A. He either paid me him- | into the parlors. the sum of £1,884 16s. 10d. It seems that, on the face | liable in their persons and property for the debts, | company isa partnership, except as expressly qualified. |" able with potice of the character of this stock, as that | self, or gave the money to the young lady that he was Q. Were you ever e ‘din the evenings, or at any of the bill, the property tax was deducted, showing a | contracts and Ook Son of such corporation, to such | The certificate is, therefore, an admission that the per- | upon that ground alone they must fail in this action. It | with to give me. 3 time after 9 o’clock P. M., in any other occupation than esult of £1,884 1¢s. 34, The bill came into the hands | extent as bis Majesty might deeni fit and declare.” | son namedis a partner, Did there then come down | appears ny sac anrae ail of won mre ae IES DOORENLS Ay BEG WER ORE Ly ctee ee eee eee ee ee officer of the company at the time of the if the defendants, who procured the plaintiffs to discount | It is suffictent to notice here the policy of our own State | trom the whole body of associates (the stockholeers in | director at. . ‘ powers pag pe ben ® game of whist or eucre, and t, and received the avails. It appeared that the biilis- | exhibited in the mannfacturing statute of March, 1811, | this company), a power to Robert Scuyler to declare fraudulent entry of the stock, and sinc: nd it is insist- Q. Did you see Solomon Childs on his return from | when the would ring, or @ person knocked at the | ‘bound to know the 0; ions of the | Europe!—if so, when and where’ A. He called at my ate, I would leave the table and go to the door or gate; nied from the Transport Office, for £884 16s. 10d., and | and found now in the Constitution itself, in regard to | that the person mentioned in such certificate was a | ed that he w: vefore it was discounted, some person had altered it, by | banking incorporations, The personal responsibility of | mnmber? It seems to me that the affirmative is made | company, t ition of the books, am hia know- | bouse immediately on his return. i would suffer no one to open the door or gate but myself. orefixing the figure 1 to the figures 884 and 883 inthe- the members was recognised, although limited to’ the | out by the series of acts and resolutions I have stated. | ledge is ‘that of the firm. It is, as I understand, admit- \Q. For what purpose did he call on this occasion? Q. Did you play for money? A. I played for wine. several places in which they occurred. and prefixing the amount of their respective shares of stock. (Sess. 34, ch. | Ido notsee what tink iu this chain can be broken. Grant | ted that he w tockholder, The general law whion 1 | Objected to, A. To see Mi-s Moore, I believe, as usual. Q, Did you have any pm icular friend or friends who figure 1 to each of the dates of the 7th of July ‘and Sth | 67, Constitution of 1846, art. 8, sec. 7.) From the ear- | this, and the first part of Mr. Wood’s powerfulargament | have treated as applicable to this case, gives every part- | _@. Did he see Emily Moore on this occasion? A. He | visited you personally during the years 1850 and 1851, of October. All the partics were unconscious of the al- Tiest judicial decision {n our State to the present time, | is overthrown. That was in substance, this: You can- | ner an equal right to the control and inspection of books, | di for the purpose of seeing youFand no one else, a . ‘erations. The true amount, however, had been paid by companies organized under this act have been spoken of | not, by any rational deduction, imply ® power inan | and charges every partner with a knowledge of their | Q, In what part of the house did ye see her? A. First | your house im Western row, and who called for the the Navy Oftice, and the present action was brought to as mere partnerships, with some of the privileges and | agent to do that which it was totally out of the power of | contents, Besides, this right belong to every corporator | in the parlor and then in her room. joa bord of seeing you and being entertained by you? recover the difference, about £1.000. The action was for powers of gorporations. (Slee vs. Bloom, 19 Jonson, | the principal to perform. Yet more strongly—you can- | by settled rules of law. | (Rex va. Shelly, 3, T. R. 142; | Q. Do you recollect how tong he remained on this oc. | A. Ido not feel disposed to answer the question, as I money had and received, and was sustained C. J. | 478; Bridges va. Penniman, Hopkins, 304.) This view | not fnply such power, when the principal was pronibi, | Rex va, Travauion, 2d Cuitty’s Rep. 368 and N.; Rex ys. | casion with Emily Moore io her room’ A. Tcould not | don’t understand it. If you put the question more def Gibbs observed: “Both parties were mistaken in the view las been followed ina multitude of subsequent decision: | ted by the express law of the State from doing the act, | Tower, 4M. & 8. 162.) oe in, by un act April 11, | *y positively whether he remained all night. I think | nite | will answer it. they had of this navy bill; the one iu representing it to- upon the same or similar statutes. It ia sufficient torefe | anil it was a violation of public policy and public law to | 1842, (Sess. laws, 1842, Ch. 165,) the transfer agent in | not. so Bt Q. Did you have any gentleman during the years 1850 be a navy bill of this description, viz., genuine, the other to Hargous vs. M’Cullough(2 Denio, 119), which contain | ¢it.’’ The first proposition of this argument is met by | this State, of any moneyed or other corporation existing . Did Solomon Childs visit any other females than | and 1851, who supplied the place of your former hus- im taking itas such. Upon its afterwards turning out reverence to many of them. In these statutes the right o | what is above stated. Irrespective of statutory prohi- | beyond the jurisdiction of this State, shall, at all rea- Emily Moore at your house? A. He did visit two other | band, Mr. Fell, in reference to cohabitation? A. J refuse that the bill, to a certain extent, was a forgery, we transferring shares was given, and the mode left to the | bition, there was a power in the company to admit new | sonable times during the hours of transacting business, | young ladies different times; I believe, though, that | to answer. think he who took the money ought to refund it tothe by-laws of the company; and in the general railroad | members, and that power had been delegated to Robert | exhibit to any stockholder of such foreign corporation, | Miss Moore was a favorite of hi ‘i Q. What do, you mean when you say that Solomon c }) the points of | Schuyler. And then we are led to the next position of | when requested by him, the transfer books of such fo- Q. Can you state any particular month that he visited | Childs visited your house in Cincinnati all the time extent to which the bill is invalid. In the pre- act of our State (Laws of 1950, ch. 14 3 . sent case, the navy bill is not such as it Lab assignability and esenl liability are regulate’. By | the tearned counsel: Does the charter or statute law | reign tion, and also a list of the stockholders | those two ladies? A. It was in the winter of 1851. during t! hole two years, with the exception of the ported to be, and therefore the plaintif is entitled the eighth section, the stock may be trata in the hibit the act? Itis perfectly clear that when the | thereof, if in their power so todo, The second section | | Q. When did you leave Cincinnati for this city? A. I | time he went to Europe? A. | mean that he was a regu- to recover.”’ A case somewhat similar very frequently manner prescribed by the by-laws of the company, but ,slature has prescrided a limit to the capital of a | imposes a paw, of $250 for a refusal to make such ex- | left the 22d day of January, 1852. lar visiter—one of my best customers. occurs in practice, to which Ishould not refer ss genuine no shares are transferable until all the calls have been | <erporation, a direct increase of the amount woul bea | hibition. It will not escape attention, that the fraud in | | Q. Where have you resided in this city since you came | Q. What do zou, mean by regular visiter as distin- law, bat tl it is sald by my brother lene to be sanc- fully paid in, By the tenth section, each stockholder is violation of the compact, aground of forfeiture. In | the present case was of the most apparent and glaring here? A, Ihaye resided at 51 Crosby street. guished from visiters, and what do mean by best: tioned on the authority of a case so decided at nisi prins | maie individually liable to the creditors to an amount granting corporate privileges, the regulation of the character. On the face of the stock Isdger, stood two | Q Have you teen Solomon Childs since you left Cin- | customers as con ished from other customers? ‘by Mansfield, Ch. J., viz.: ‘where forged bauk notesare equal to the amount unpaid on the stock held by him capital is governed by two considerations—the necessity | entries of the enormous extent of 5, share each, | cinnati. and ifso, whenand where? A. I haveseenhim | A. What I mean by regular customers is, when geutle- taken, The party negotiating them is not, and does not for all debts, until he shall have paid up the whole of raising an amount sufficient to accomplish tho a! transferring those amounts from the transfer agent sub- | Once since at 51 Croshy street. He called to see me, and | men oe, house once, twice or three times a week rofeas to be,answernble that the Bank of England shall amount due by him to the company; and all are made , object, and the forbidding a larger aceamalation of | stantially to himself, And on the of the ledger re- | had a bottle of wine. regularly, @ ding money in my Bouse, and leaving ay the notes; but we ts anewente that the bills are jointly and ‘severally liable for debta’ to servants and in. { money or property in the ‘hands qt one body than is | ferred to in this entry, is the bald & itof 10,000 shares | Q. How long since was this. as mearas you cat recol- | money also with the girls, end buying wine, is what such as,they purport to be.’ In Westropp vs, Solomon, | borers for services performed to the corporation,"but | essential for that purpose. For @ company then to | in two items, to the transfer agent. There never wasa | lect! A. I think it was within the Inst three months. call best <8 Common Bene Rep. 345,) the case, as far as the | after an execution against the company has been re- | transcend the fixed amount is to usurp a right to in- | case of more flagrant neglect of all the accessible moans Q. Did all the female boarders in your hOuse in West- . How often did you -see Mr. Solomon Childs go up Present.question is concerned, was this:—A share broker turned unsatisfied. The want of the attribute of trans: | crease the great element of corporate power, contrary to | of imformation on the part of a director taking stock | ern row, in the city of Cincinnati, maintain and support | stairs with Emily ? A. Tcouldn’t say, becanse £ end mefaber of the Stock Exchange was employed to sell | ferability in shares of stock was a consequence of the a fundamental policy of the State. But it is not seen | dircetly from R. &.G. L. Schuyler. When such a case themsetves by prostitution’ A. They did. didn’t keep any account. certain certificates of scrip of the Buckinghamshire, &c., | policy of the English law, founded upon the principle of how this line of reasoning applies with the like or with | arises, it will be difficult to avoid the application of the Q. Was your house on Western row in Cincinnati ge- Q. Do you mean to swear positively that the man you failroed Company. He sold the certificates, and handed | partnership. The attempt of joint stock associations to | any force to the increase by a company of the number | rule which places * ports, who has knowledge of a fraud, | nerally known to the public as 9 Louse of prostitution | saw go up stairs with ay Moore ‘is the defondont in over the is to his employer. The certificates were | render shares ble was denounced by the law, be. of its shares, in any mans which leaves the capital | or the path to knowledge of a (raud, plainly before him, | to your kno whergy A {bel ¢ it was. this action? A. Tsay Pa man they called Solomen found to be forged, aud the broker, under certain rules | cause it violated that’ principle; and the Legislature — precisel it was before. If as before observed, the | in the same position as the criminal himself. In the r being cross-examined testified | Childs, that kept store ce ifth street, is the man I saw Of the Stock Exchange, was callel upon, aad paid to the | clothed companies with the power in opposition charter company had fixed a capital, but was sifent | language of a Judge, who, at loast, never left a decision go Gp stairs with Eaaly | joore. purchaser a certain value as for genuine certificates, | to the partnership ‘aw, and in doing so im-. a8 to the number or par value of shares, the compan: or a ptuposition obscure, * It will be no public detriment A. | wont by the name of Q. Did you pay for the Parra of Mr. Which exceeded the amount for which he had sold the | posed certain restrictions and provisions, such | (or its agents if entrusted with the power) might ad- | if my decree tends to make the directors of public com. ¥ : P i Childs as you before stat A. I did; I paid him all scrip. For this amount he brought his action. Theem. | ns public registrations of the transfer, to obviate aa far | just and readjust such number or value, If, again, when | panies attend to the business of those companies, and | Q. Is your correct name? A, My husbadd’s name | owed him. fie i ‘ loyer, under a count for money paid. deposited ia court as possible the evils which dictated the common law — tle charter, as in this case, directs that there sh teaches them not to leave the important transactions of e my name would be Fell; in the West- Q. How do eee knew igh ei ; fered hy oe Tne ‘sum he had received as the avails of the sale xe rule, Details of the provisions upon this subject in, defined number of shares of $100 each, ¢ a ions to undirected clerks and book-keepers,"” (Lord ca take theit mailen names after they | until Phony ‘a tae id not stay all nightRthat nestion arose as to the excess which the broker had | «ome of the English acts may be found in the caso of | lad agreed to increase the shares by reducing Nathiagton, 2 Fen, 308.) If the consequences of the was his'usual Bour for leaving: as Seen compelled to pay. There was also acount as upon the Cheltenham, R. Rt. Comp. vs. Daniels, (2R-R. and | value of what they held by a given per centage neglect fall upon the director, instead of the company, divorced from your husband? A. | — Q Led Bon en ad i dg pe a ‘mine that the certificates were genuine. It may be | Canal Co, 728, and in Hebblewhite ¥s. MeMorin, ib. 51.) — that be a violation of the ch in the loss of his own demand, the rule will be yet m tond the law! T have not lived See oe pene ne Sp Govan ei Adticed that these regulations of the Board bound ity | Still through the wholestream of authority and principle oF woubl it bea equitable in its application than it was in the case bef rr. Wicuing have test SHR peg Rade = ROR Inembers to compliance with a fesolution like that in in relation to illegal companies or companies privilege! — vidus! members as to the the Lord Kee; F 5 ee eee aiana | ten Ttmentot the store of Clits & Brothe uestion, or to be expelled. It was held that there could — with an act of incorporation, the doctrine of stock ? jer the present { do not propose to inquire under what if any circum: Morgan county, Indiana. ee bey 7) iaalig ix See cea find ven tects Fe"no recovery on the special count, thre being no partnership is visible. The ‘former “were aa ousand members 0 stances, ast rekholder 4 the company, not aa ecto, ene proeeetings ee cue PPI ES mere pin Tg ed hares were , authorized, and the latter statutory partnerships; pany. | see what gre: ney be subject to a similar imputatic oustructive to fn dive : . zeae opueome mo 4 “ Lrg My Te, eee | eee te be nd a pe poste res the eee | policy iainvaded it th snumber was vol rotice. The Beld is wide ana tie stems numeron ee 5 as greatest Logis- oe taste somes attr an wie Saleh te i i by him | ‘Thus in the case of Ashby vs. Blickwell (2 Blen’s Rep., i forty thousand, the limite capital remaining the | ‘ie question of what shall be sulicieat fect the con diana about ten ye isa “ i ; y om eh keene | hat Prope tee) gril Moti £99,) a case of important ing prt most of the sine he etlect in the case auggestedt world We that ofa parebaety vi bo aba poy PB ees nape og aoe ie Saeed seg vain Stirs vustotuees ned ¢ ake | questions here, the plaintit was possessed of £1,009 cach sto Jer would reduce bia share, for mbich bo | fra nig seler. In the present case it may bo doubt 0 " } ; , and could not alfost the latter 0 as to. mane | Gelthian Bank stock, aud employed Joun Price, x broker, hax pail 8199, to B75, and toecive his gars ct future | fal whether the fem ia bound by the constructive know cal Ife and livet at Toulsville | wanted wine, | would let bim have it; Twas otr my foot him amawerable for the excess. In ering mba 4 ; he BY Ten ie * “4 ule bil coned to Cineinaali in’ June, 1850, | from dark until I closed my hougs, very near all the Maule, J. —‘' The defeadaat employed the — to receive the ivigenda for her. Price forged av~power , Pp ; pon the ia ie tu ‘ ish debig act to | ledge o A momber ree plalad ay aa 0 aw York time, ) very ‘ om ac- , of attorney er, empowe 40:1 the atock, | examine with care a deotaion of the Supreme Court of | in the noxt piace, the i to fort. i 4 ng Coen (pean dg ey ae ern Lid'te the dafendoet Wiscewetl’ kal tke ate % Massachusetts, peomgiased by ita Inte / stingnishog | i veuiten es ables the want of motics, implied or actual, Law miny women del jou baveia yout house iq | Q “At what time in (he morning did you rise geacrally*