The New York Herald Newspaper, June 30, 1856, Page 2

gb'ch conld be clearly traced to am origin fue. Ib respect to all such shared, it is chai bow- ever, that compensation ip damages must be male evcporation w the wacent holders who, by d ip then), have suflerod pe uniary loss, The issue of false eertificates, it ix insist. was a failure of corporate duty, a act of negligence’ by the corporation, for which tt is feubic & the party i jure The company, it is also said, ® Sound by ap estep «! « favor of the innocent share- Bolder, upd must either rocegnige him as a stockholder, @ respond in damages isa wrong doer for withholding be apparent right. nection can be maintained ¢ who assert tha th ‘Read been able to agree upor -eason for that opiniea w+ 40. giscuss ban . sha there would be fewer proposit. feel obliged w examine. Tbave already stated in general terms my own conclu. @ten to be on the side of the invuidity of the so culled spurious shares, upom the ground of a wnt of corporate power to create them, and I will now give some farther @xpressten to my views on thas question, fy the charter @t Lois raiiroad c mpany its capital stock was limited to $8,000,000. to be divided uto shares of $1°0 each. It is admutted that the whole capital was subscribed and paid that certificates of stock were issued represen! the 30,000 shar ~ acti subscribed and paid for, Now Mf Bis plein, as all co that the capital could not be fmerea-ed beyond the $5,000,000, it seems to me equally that no more than 40 000 shares could be created. ave unalterably fixed by the charter; the capital, by expressing the aggregate amount, und the rumber of shares by expressing the amount of each, The whole sapital i¢ divided into shares of $100 each, and the mathe- matical result is 20,000 in ail, Viewing the question, Merelore, as one of abstract’ power, nothing appears fede wa demonstration that addi @eral shares could not be ed. There is, under the gharter, DO MOce Capacity to increase the nominal capital Dy Tultpiy ing the shares to an indefinite extent, than to @ecrease Me epi capital by an actual subscription, inde tmtely beyou' specified limit. ‘Sut it is important to observe that the question has sther relations thon those whicn belong to it as one of imple capacity and power. The $0,000 shares of origi mal ctcck eubvcribed and paid for by the persons to whom the genuice certificates "were issued velonged to @em in their individual right, and were as much their ate and inaavidual property as any other possession kh they could acquire. The entire capital was reo-e- sented in the property and franchi-es of the corpor uo end the owner of vach share was entitied w 4 fixed’ nd anaiterable proportion of that cayital. And from this follows that apy attempss to create a greater number @ shares by the issue Of additional certificates is not enly u violation of the organic law of the corporation, but a direct invasion of the contract between it and wach Bolder of tte original stoc Now, while it cannot be de- aiec) that the vali ol every share may be reduced by mis- dorwune of accu ent in the management of the business of the corporation, or by the neglect ant misconduct of @Mageuts acting within their ackuowledged powers, it is equally jain that this result etlectad by a aban i Che fixeu proportion whi ure bears to the agategate uumber. thas been said that tne limita. und the number of shares was imposed tic policy alone, Thi= is not <0. and proposed ta im. Those who whed W private capital tod, required such a timitatic r Own pro- and every individual who subscribed and paid for shares of -tock must be deemed to have done so relying upou the charter for the safety of his invest- ment. The conciusion to which Tam brought upon this ques- fon i: not impeached by the consideration (if such is the ficv) thot there are shares and certificates of stock beyond She origina limit, whic cannot be Laced to an over issue by the fraudulent agent of the company. I know not how She fact- may be in this respect, nor is it material to the argument. ‘The corporation may be compelled to respond the holders of certificates, amoenting in the aggregate so more than its capital, because it cannot distinguish ‘ose which are spurious ‘and those waich are genuine. Thus the number of shares to be recognized may be prac- feeally increased, not for the reason that al! over issues void, but because, ina given instance, the corpo- show uhat the shares claimed are of that No question of this kind arises in the case be- chai acter. fore us. Ihave also stated in general terms, as one of my con- chiuns, that the certifiente issued to Kyle was void in bis hands, upon the more special ground that the agent gourd not certify, except upon conditions which did not exist w respect to that transaction, lobserve now fur- ther, that a third person, dealing with Kyle, and taking from bm a transfer of the certiticate, doubtless had rea- son 1 suppose that it had been duly issued. Whether a dealing with him under that belief created new rights agaist the corporation I shal! presently examine. But Kyle bimeeif dealt directly with tue agent of the company, and be knew the conditions had not arisen im whica the power 1 certi y depended. He knew this, because he sur- render-a no previous certificate, and had the pouks ur other wise from any actual shareholder. Now, Ido net understand it to be claimed, on the part of the plamtitic, that tae acts of the agent in issuing the rhiticates. were within any actual power corporation ever attempted’ to confer upon hum, nor that ali persons to deal in the stock were pot chargeal ¢ of the extent aud fimit of bis a He was own to be a transfer and genuine shar ned to the claimed Tw certificates being regular +, auc the same ig form as those which were agent merely of existin: bis name was and in that groune, spied w whi ng in them all meet melas . although in ne aud al. Uhough U these appre: dealt directly with th t@ is not pret an assert any claim against he situation of Ky vd the certiticate not for gotiated with the as a negotiator merely betw ygent of the corporation, the; aad the fra ut den stand in the position of an fmmed agent, r ng fron bim a certiticate of stock ont author! ena thie positios ee fatal to their claim. They jus ® and Ido regard them, as the third parties dealing with Kyle as the apparent owner of stock. im order to keep in view the exuct general question, I think it proper to @wns which | consider thus far esta! foliow=: 1. The certificate was void in th Kyle. the first holder, necanse it was fraudul ane be said ootbing for it. 2. It was also bands becanse meued by there being wo sur rend fans cr ts bim on the bov Want of authority was know’ canee 1 rofessed w represe ard ci ler the charter of U the powers of the corpo in the creat @tock being exbavsted. ee pect tO ti Mentioned, it must be, and I think is couceded. that s forther result the eertiticate 18 voi r all pussible eire : i ean ¢! on the admit him tw’ sne 8 the law will he Cefendants w v Charter by cresting 48 of stock to sup) mous certifiente, roceed, however, to a more pa ’ rights as the tre 3 only on y, without outained in the mutt re nother form, ar rights agai Donna to do so, th Fefusu!. The questic it, or tate it be, are th ° the plaintiifs ia st the company n, the shares of its p such inanner and lirect, and the by e made in the ook, kept at the proper office, and where a cer- « ck had been issued, thatthe same should endered prior to the transier being ma The certifi now in question, as all others, deciared on its face the same condition: This certificate has in fact never be vd, and nosuch transfer has ever Deen mace. inutfs, on making th loan Kyic, took from an assignment and power of at forney in biank, but paid no regard to the foundarmental @onditions on Which alone a legal Utle to the stock could ansferred. Of these conditions of course they bad Doc: Tam aware it is common to deal “in this manner in the Stock of corporate comy , and J do not say that any ale of ew or of public polie, py it. The deal “io the stock of open to no im me @r under buedly aq Bis vendor, and if Penchineut, he hue a upon th clothe bin also au by § ig @ tranz Gor to Lim elf on its | femand a new certifi cate in his own name. tion here ix, not whe ¢ al] the r ther the purchaser of the vel «ther by a transi ing to corporation 6 new and superior right# as againet the c@rporation Revlf, in sh whether bis title ia good when that of bis vondor w lier, but w le aces nd for not pp, woo, it to deal in thia mannor with re. spect Hi every 4 ion ne eaution is exc ha-er will inquire ofthe maker of the obliga procure bis adiniasion of ita walidity, and bis as transfer; and having dune 0, an extoppel will arise tn his favor, not beciuss he has y ia the purchase, bab because he par Inve-ted his mor Ghased after procuring sach adimixtion or cousant, and upon the fh th ore LO estoppel of Me sortto upon, then the quest) wheth une obligation apparently vo nd and wuer, acquires avy qt his astigner bat * he obligation iwelf, @ al ant ? hat he does pot. trarmont t nso he may. Th tie caw * © panes “ yoare wot oi 5 ‘ nat ae Dut woon q 1 t vit r 0 the | never recognized the transfer. | is tn the over. | be noquired. although tn the hands afthe b aghon § are spurions and void, and although We com iwelf bas This question, J think, must be suswered wo the Begative., They contain, iy the firet place, no words of n minty. They declare sim. y that the person named is eptitied to certain shares of stock. They co pot, lke Legotiable instruments, run to the order of the party to whom they are ytven. commence, it 18 true, with words “Pe it known,” but such words have no tendency to show that they possess the quaiities claimed for them. A phraseology quite sim lar may be found on bonds and otber instruments which po one ever thought to be nego- table. ‘But aside from the absence of any language of these certificates which can impart (0 them a negotiable cha racter, both the laws of the corporation an‘ the cer‘if cates themselves coptain special restrictions, which seem, to me, to put this question at rest. I donot suppose that a corporation, without something very extraordinary in ite ebarter, can such restraints upon the sale of its atock, that the Leaps bared may not eames as a a title in equity as self possesses, any assurance good upon general principles of Jawe Butit'a natural person bas an undoubted right so to express the terms of his obligation that it shall not be negotiable in the commercial sense, or in any sense which can give to the purchaser a title superior to that of his vendor, I see no reason to doubt that corporations possess the same right. Have the defendants so expressed themselves ip these certificates of stock? I think they have, They have distinctly declared, both in their bylaws and on the face of the certificates, that share can be transferred only on the books, and on the surrender of the evidence of the previous owner’s title, If an illustratien were wanting of ‘the value of svch a restriction, it ix furnished in the pre- sent case. But whatever its value, the restraint is lawfus in itself, and one which the corporation has an nadoubted right to impose. 1 co pot say it prevents the owner of stock from sclling his shares by an outside transfer, so that hiv vendee will acquire in equity his own rights; but to say that the holver of a false and fraudulent certificate. by indocsing and delivering it to another person, cap create a title hostile to the corporation itseif, would be to deny to the restriction any meaning or effect whatever. Thave examined attentively the authorities cited upon the question, but do not find that the doctrine contended for bas in them the least support. Ip the case of Kort- right vs the Commercial Bank of Buffalo, (20 Wend. 91, L.C. in error, 22 Wend 348,) it was held that an action of assumpsit will lie against a corporatipn in favor of the asaigner of a stock certificate, for refusing to permit a transfer on the books, This and the class of cases to which it belongs, prove that a transfer not made accord- ing towe charter or bylaws of a corporation, confers np- om the transferee, in an equitable sense, the title of the previous owner that, bring thus clothed with the equita- ble title. it is the duty of the corporation t> permit him to take a legal transfer on the bovks; and thot the iaw the bearer, or to will imply an assumpsist for ‘he performance of that dnty. Fora breach of this duty actions of assumpsit and ease have een indiflprently maweeined. In principle, the remedy should ave been a spectal action op the case. such was the opmion of Ohiet Justise Nelson in tie case referred tb) t he ade it be! once settied, sumpeit will lie.) there is no occasion for disturbing It is only material to observe that the assugapsit 13 not in the certificate itself, and so passing by endorsement and delivery to the transferee, but is imptied after the trans- fer trem tl of the corporation tw clothe the equita. ble owner witt the legal tide. Such cases, so far from tending to show that a dealer in certificates acquires rights better than cbove of the persoa with whom he deals, ms to me to justify quite an opposite conclusion, They neccssarily assume that the change of title 1s incomplete until the proper traneter is made ou the books. Jn the of Fatman vs. Loback (ec Duer, 354), no uestion arose involving the rights of the corporation. he decision is directly opposed to that of Chancellor Walworth, in Stebbins vs. Phenix Bank (3 Paige, 350), and my own mpre: that it cannot be sustained. find in it, however, nothing which can affect the question Iam considering. ‘The case was disposed of upon princi- ples which were not asserted as having any pe plication to dealing in_stocks or negotiable securities. ‘The case of Stoney vs. The Ainerican Life Insurance Trust Company (11 Paige, €85), oniy held that the negotiable s curity of a corporation, appearing on its face to have been duly issued, was valid in the bands of a bona fide holder, although, i fact, issued contrary to law. The case of Delafued vs. The State of Illinois (24 Hill, 159), related to State bonds, payable to bearer and strictly begotiablo, Such securities aro sometimes called stocks; ‘but a coufu- sion of terms should not involve principies ‘in obscurity, Ju the case of Fisher, vs. The Morris Cagal and Bank- ing Company (3.Am. Law Reg., 433.) the question was whether thegnds ofa railroad corporation, payable 10 b issued for the purpose of raising money, with interest coupons: annexed ulso payable to bearer, were negotiable in such @ sense that a purcl r for value took them free from any equities between the compa The decision was in favor of the purchaser, and I fully concur the doctrine. The dis- tinction between suci a security anda stock certificate, which by its very terms is not negotiable, and which is for money at all, it seems to me 1s too plain to escape observation. These are the only authorities cited in favor of the doc- trine contended for. It is quite evident that they have no tendency in that direction. I now mention some which are decisively the other way. In the case Unwn Baw Geirydown vs. Laird, (2 Wheaton, the stock wi terable only on the books of ‘trai poration. To preci=e propositions ided were, that no legul tite to shares eotla be acquired exce fer made accorcing to the requireme equitable title of the transferee was subject to all the rights of the corporation agauTst his assignur. The same coctrine was beld by Chancellor Walworth in. Steblins va Pheniz Fire Insurance Company, (3, 1 & xe, $50.) In the State of Connecticut there have been a serins of cases going still ‘urther. There the registry on the books, when required by the charter or by-laws of a corpora the originating uct in the change of title made is regarded aa inef Sib., 544; 6 ib., has not been fol- where, and I think the t a transfer of stock not ma‘ the manner pre- vertheless vaud eo as to pass in equity al) greater. See further , 352, 363, 3d ed.,) ple, Lam not aware ‘of this kind of property the rules which belong like bank b: entolive of money, and intend The Gistinction between a bank dill and a stock 1 not ditfleult to appreciate. Nor are and bills adapted to cireu- but invented to 5 ration merce, and governed by tlh merc Maw. They are not like exchequer bi urities, which are made negotiable either for or to fhd a market. Nor are they like corpo- sing money for corporate uses, on between all these and corporate stocks is 1 striking. They are all in e of money , much less : simply the ai Wagiven s corporation of and design, I property is to dence of the b property aud franchixes of ber. The primary u of this species of f afiore 4 steady investmen r than to feed the spirit of speculation. people will specu ate In stocks, ‘as t ; 8, and there is ro law which absqiately it; but such, T am persvaded, ts not the use for which we should hold ed. them chiefly fable of some further elncidation by pttending o the re to the transferab ftransfer. Ao Hot lw Fach is the representat tain concitions, smé the documentary therete ‘They are ke transferabl nd Getvery, and je wo Lae property taus represen €0 Passes by ther, but the wharf g trensf their “quasi merchar ts st0c nd the ttle to the proper aos inequity only by indorse- ment and any law or role of the cor poration th ired tobe made on the books if and these distinctions, if a Dill in the which must be con- there is much greater ditii quality belongs t a stock for in the mt culty in affirming that such & certificate. In the great case of 1 barrow ve. Mason, (2 Term Rep., 63; 6 id., 367.) it was held that the consignor of goods bad lost bi tof stoppage in transita, when the consignee, holding the bill of lading indorsed io blank by the copsignor, deivered it to @ third person, who received ith, and maue advances upon’ it. This has it in good fa en the settled rule ever since. But, in snch cas observed, the I@al title to the goods has the sale and consignment in the consig it is the peculiar a alous right of arresting their doll very in the ev@nt of their insolvency. If, therefore, be. tore th preised, tae consignee transfers the right is @ ing to anothe person, who takes it In good ue, the h title whiel ais aud which the ruling, and it re: that this is not On the other d the late Cavrt of Err ret. (16 Weu 20 id., 267) that @ bill of lading cor one med, but melo withoat the owae 8 Fil , ae if it be indoreed Corres yaa t transferred, a re it for value, th by the transactic entin that case misappropr consignor and ag therehy to n receiving the bil vig a not affect aseoth (4 Bento, If the ng to the lier person, it were saielod oy algo Thompeon ys. sch eOm ve. Acman, (9 stor ye. Co NEW YORK of ad ’ the fa Toave 26 hecho fn taying tbat he for is entirely without . This assum- ing for these crtrenegiilies or lert degree of the pecntiar tins of securi- ties, that the plaintiff claim to bave ‘transfer better rights than their aseignor bad; and as that assump- tion tails. this claim must tail to the ground. It was also said on the argument these certificates of stock are in the nature of general letters of credit, on the faith of which any one might act; and upon thi: idea it was insists that the defendantsare in way bound Apap ae es ee grain le to see the analogy sugges ‘attending to the mere dofinition of a letter of credit, tt will be sew there is no resemblance, — Thus, in “‘McCulloch’s Commercial Dictionary,”’ it is defined to be “a letter written by one merchant or correspondent to another, him to credit the bearer with a sum of money,” or, to take the further definition of another writer, it is “an open or feuled letter from one merchant in one place, directed to another in another place, requiring if the per- von thercip named, or the bearer of the . Bhall have occasion to buy commodities, or to want moneys, he will procure the same, or pass his promise, gagement for it, on the writer of the letter undertaking that he will provise him the money for the goods, or rae rs by exchange, or give him’ such satisfaction as he shall require.” (4 Chitty, Com, Law, 836; Bouvier’s Law Dictionary.) New, while it may be the effect of a stock certificate to give the holaer a credit, its terms do aot requast, in- vite or guarantec it. So the mn of rty of ny description, or of the evicence aud muniments of title thereto, in their effect give to the pomescor a c: edit vites a crecit in favor of hin holds it, and so do the title deeds of bis veal extate. Innocent may deal with him and be deceivea. They may their mouey and lose it. Nothing more than this can be said of a E, prone of the orrheen bp. of stock in a eerparationy a egarded as a promissory ument, imposing obliga- tons to be performed by the artistas person which makes it, itis like any other chose in action, except as eveater restrictions may be placed wpon its transfer and sale, Regarded as a muniment of title, merely, it is like any other instrument by which title is mayitested, But tosay that like a letter of credit, it contains a request, express or implied, addressed to any one in particular, or to the community in general, to deal with oradyance money to the helder, or that it contain any assurance or guarantee audressed to the dealer of the safety of the tapsaction, is in my judgment to confound plain and jong settled distinctions. 7 will now briefly examine the validity of the plaintit’s title in another aspect, stil keeping out of view, however, the abeoiute want of power in the corporation to create the stock in question, It bas been mentioned as one of the reasom why the certifleate was void in the hands of Kyle, that Sehvyler the sgent was Dot acting within the scope Of his powers when he issued it, The full effect of this particular objection upon the plaintiffs’ rights as the val . bas vot been consiuered, And I ob. serve fir-t pace, that if open a vague theory of negotiabitity (already examines) they could overcome the ciffi-ulties arising ‘out of the fravd of the agent to- wards the company as his principal, and out ef the want of covsideration, this objection would still have to be re- moved, tis obviows upon a moment's retlcetion, that negotiability can impart no vitality to an tustrument e: cuted under a power where the agent has eacceted his actual or presumptive authority, Whoever proposes to deai with a security of any kin t appearing on ite face to be given by cnc man for another, is bound to inquire whether it baz been giveu by due authority, gind if he nat inquiry he deals at bis peril, is not denied that twe plaints, im taking the certificates in question, were chargeable with notice of the extent end limit of the powers of Schuyler as transfer agent. Ah that is claimed in their be- half is, that his act in issuing it was apparently and presumptively, although not actually, within his authority. Upon this ground it is urged’ that according to the roles which govern the relation of principal and agent, the defennants are bound in some way to make the obilgation good? The extent of the avthority, it i: admitted, the plaintiffs knew, or were bound to know; but it was not known, they say, that the act done was net within such authority. There are in the books many loose expressions con- cerning they distinction between a general and apecial agency. The distinction itself is highly unsatisfacwory, aud will be found quite insuflicieat to solve & reat variety of cases, Itis not profitable to dwell upon that distine tion. Uuderlying the whole subject thereis this fund: mental proposition: that a principal is bound only by the authorized acts of his agent. This authority may be proved by the instrument which creates it; and beyond the terms of the instrument, or of the verbal commis- gion, it may be shown that the principal has held the agent ont to the world in other instances as haying an authority’which embrace the particular act in ques- tion. I know of no cther mode in which a controverted yower can be cstablished, But in whichever way this is i cannot be limited by secret instructions of the one hand, nor cau it bo enlarged by the unauthorized repretentation of the agent on the other. These priv I think, are clementary But suppose an agent is author by the terms of appointment to enter into an engagement or series of cu gukements on bebaif of his principal, and while the ap- pomtment isin f ¢ fraudulently makes one in bis own or astranger’s business, bet in the form contem- plated by the power, and which he asserts to be in the business of Lis cwoloyer, by using his name if Wae con- tract, ean the dealer sely upon that assertion and hold the principal, or is he bound to inquire aud to ascertain at his peril, whether the tsansaction is not only in appear- ance, but in fact, within the authority? Accordiu® to the decision of the Snpreme Court of this State, in the case of The North River Bank vs: Amer, (3 Hiil, 382.) he can. There the agent was authorized to draw and ind notes In the nayae and fer the benefit of his principal. He drew various notes, Which in their appearu 2 within the power, but realy had no counexion business os his principal. The plaintiit’s bunk, which had the letter of attorney in its custody, dixcoutes them, and it was held they conld be recovered against the prin- cipal. ice C 1 acd Chies Justice Nelson celivered opposing cpinions, in whieh the qucetion is very e'abo- rately d xed. The "decision was reversed in the Court of Errors, bat the case is not reported in that Court. reversal proceeded, as I shppos upon a, ine directly opposite to that held 1 prem? Court, then the case certainly suggests ‘a limit of great importance to the liability of principals the recog Lition of which would be decisive of the present contro- versy, Soin Grant vs. Norway. (10 Com, Bench, 665,) it was held, after full discussion, that the master of « ship signing a bil of laaing for gouds not actu: hipped Was not to be considered agent of the owner of the uke him responsible to one who made npon faith ef the bill, That is a strong case. master is the geperal agent of the owner as to all ters within the scope of his duty avd employment, and hae unquestionable power to sign bills of lading shippec: avd every Dill asserte, as it did in tt that the goods are Y The act, there: judged by ite apy representation of t. wae strictly within the power. But the priaci pal was held not to be liable, because it was not so in fact. The doctrine of that cae was aflirmed by the Eng heb Court of Ex Tr in Huberteey Ward, (8 Ex- chequer, Rep, 250, S$. C., 18 English Law and Eq. Rep- 651); and again with gr deliberation by the Com- mon Ph pman vs. Riches, (20 Eng. Law and Eq. Rep., $28). The texinct ‘on is not always attended to between the apparent powers of an agent and his acts apparently but not really within the power. Av agent's apparent pwers are i shich are conferred by the terms of his appointment, notwithstauding secret instructions, or thoze with which be ts clothed by the character in which he is held ovt to the world, although not strictly within his commission. Whatever 1s done under an authority thus manifested is actually within the authority, and the principal ie bound for that reason. But itis obvious that an agent nay clothe his act with ail the indicia of au thority, and yet the act iteelf may not be within the real or apparent power. The appearance ot is one thing, and for that the principal i respou! The ap- pearance of the actis another, and for that, if false, 1 think the remedy is against the agent only. The fun damental proposition, 1 repent, is, that ene ‘man ean be bound only by the authorized acts of another. He can not be charged because auother holds a commission froin Lim, and taleely asserts that his aets are within it. Cases may often arise which toa casual observation might appear to be within the principles stated, but w really arc not. Thus an agent may be anthovized to gi notes for bis principal, in order to Taise money to be used in the business of the latter. A third person may inspect the power, advance the money iu good faith, ani the agent appropriate it to his own use. Insuch a case, I shou old the principal responsible, not because the act of the agent appeared bin the authority, but be. cause the authority actually included the transaction. A power given to an agent to borrow money upon notes or otherwise, implies that the money may be paid to him, and so the whole transaction is strictly and literally au- thorized. But suppose the power to give the note Is on ite face condit It then has 20 existece until the condition has Leer. fulfilled. Ton confidiog dealer who believes that the agert would pot do an improper act, the note will certainly cx “ry the appearance of dine authority; but if ht tur vv tat the conditions had not ocurred on which the exercise of the power depended, then he wos trusting to U. representation of the agent, and I think must look to him alone, As the principal never authorized the transaction at all, he i botad neither by contract nor by the representation. If not by the former, then it i# extremely plain ot by the latter. « Connecte’ with the Observations lust made, it is pro- per, though perhaps scarcely necessary, to notice ano- urine whict has been much urged—ander some vAistrue, but in eifuct—that the very gmploy- ept of an agent in situations of t. lence 13 & recommendation and certificate of bis clarcter, so that if he deceives others to thelr wjury, the priveipal must make compeneation. If by this it were y meant that where the ayrent is guilty of fraud or deveit “in doing his employer's Lusiness, the latter is respon ‘ble, the doc. trine ia entirely & (Sory’s Agency, 462, and cases cited.) But in all other aspects ana sorms of state. ment, the coctrine ts unsound. If the agent is dealing for hie prineypal, and withia the jower co.mits a fraud, the prinetpal is liable; not wpon the ground that he holds the agent out to the world as an honest man, but because the fraud enters into, and i# a part, of tue authoriaed tansuction. If the agent deale dishoncstly for bie prin- cipal, itis ina just sense a wrong done by the princtpal b unknown apd uvauthorized. Bat the iieelf meet be wuthoriva!, If tue transaction is na willin the power, then a# the dealing is imputed to the agent personally, #9 Decesxarliy are ali the cireume oes atunding it, ar! aii means and wetromentalties by which the frand i* consum mated, The power of the agent to charge his principal by doing a wrong must be traced ( reetiy to hie authority, and it ceonet be referred to an “ actity for. im poring on tho credunty of others derived inctuentally wl} nt lo a eitontion of tr If the fraud or in ve tat oft wer to act by " the e ar t with Dim, them it ia . 41 propocition, 1 toan ean no 1 en. create & powor by snc a represonta ) t , HERALD, MONDAY, JUNE 30, 1856. the, certificate and the payments to him of the 7: would bave been notonly apparently, but actually, within e18. Hig mi-appropriation of the proceeds would have been a mere breach of trust relating t mopeys in big hands, and upon the principles of trust his inteution to mi:appropriate would vot affect an innocent pa‘ty. But such were not the relations between Schuyler and the corporation, por was he beld out uw the world as stanaing in euch relations, He had no power to sell Btock at all, and none to issue certificates, except as inct: dental to a'sale between existing stockholders, and then it depended on the pondisions pesonient 06 @ transfer on the books, and a surrender of a previous certitieate for the sume stock. The authority which he assumed to exercise, therefore, confessedly never had an actual existence, and within the princi which have been stated it never had ap apparent exTsknce. His appoint ment. in its very terms, which all dealers are supposed eq) with, did oct include his acts, and there is no pretence that the authority, if Aonierred, was ever ¢nlarged by any holding ont or sueb acts. All that can be said in behalf ition 5 ‘of the plaintiffs is, that the certificate itself implied a representation or as- surance that it was issued w! the power; in other words, that the conditions on which the power depended had been fulfilled. Even this representation, when chwe- ly scanned, was 10 more than an inference of the dealer t ax the agent had no authority to certify except under conditions, those had been in fact performed. But the con- clusive answer is, that the defendants never authorized apy such representations. To say that they had would be sim- ply saying that they authorized the certificate, because the Tepeenenintionn was contained in that and existed no- where else, and this would be assuming the very point in dispute. ‘The representation or assurance, therefure, if such we call it, was the umauthorizec act of the agent. Upon this the plaintiff naturaily no doubt relied, and so, doubticss, the deaier did upon the bill of lading in'Nor way se caent, (oar which or a express semaine tion that the goods were shippe s. precise tiicull is, that they relied ae aypeareeoy which the 4 gave to the act, and that they were deceived. They were under no deception as te the power in its real er ap parent scope. Testing the question by any rule of agency with which I am acquainted, the defendants were not pound by the transaction. If apy one of the main conclusions wt which T have ar rived in this disenssion is sound, there is a0 remaining greun! on which ibe action can be sustained. Viewing the ceruficate in question ay mnaflected by the want 0: power in the corporation to create or recognize the stock it appears to represent, we have seen that it was void in its origm because issued without consideration and in fiaud cf the defendant's rights. We have, also, scer that those objections were equally futai to its validity in the hands of the plainuffs as the ignees of the tiret holder, It has been fuither shown that tue instra ment imposed no cbligation or duty on the defend ants, upon the more special grouna that the act of sebuyler, in issving it, was not within any authority which they ever, in fact ov in pretence, conferred upoo him a their agent; and, if this objection is souud, the foriher observation bas’ been made aud, I doubt pot, a: sented to, thet it camuot be overcome by atiowing to the certificate the transferable quality and immuuity which Delong to negotiable paper. Unless these conclasious ean be overthrown they are subyersive of the entire ground of action, The voticr. ot estoppel which has been advanced in the agement, net as a distinct ground of liability, bat biend ea with other principles, deserves by itsell very little ation. Every corporate as well as p obliga tion or instrument undoubtedly contains an expiess 0 implicd representation of fact upon the faiti: of which in nocyt parties may deal. If it be a promisser te, value received is a fact expressed or implied, and ugh the fact may net be so, the maker is bound to pay the obii gation inthe hancs of an innocent third party, not upon any theory of estoppel, but upon principles peculiar to that ‘species of security. Where the in- strument is not negotiatle, the maker may. as I have heretofore observed, be allected by an estoppel i it be transferred upon his representation of its validity, and the dealer acts upon that r presentation. But to ray that he is estopped by the instrament itself simply because he made it, anda third party has dealt is only asserting in anothor form that fraud, mis- take, duress, illegality, want of consideration or want of authority, when the act is one of pretended agency, iz no defence, This would subyert the settled maxim that the assignee or purchaser takes subject to all equities be- tween the original parties, It would also subvert ano- ther maxim, which belongs to the doctrine of estoppel itself. That maxim is, that an admission or representa- tion is no estoppel in favor of a stranger to whom it is not made, and whose couduct it was not expressly designed to influence. (Ue cases, 101; 6 Hill, 604; 31d 7 Barb, 644.) ‘The result is, that before the |) estoppel can be applied to this controversy must be nsgerted and proved (hata certificate of stock, differing from all other modes and fsrms of obligation used in_the transactions of-men, contains within itself a representa- tion or admission ef facts which avy dealer, however remote from the erigina! parties, ma} to himeelf, and intended to iniluen such adeciriue no authority bas been no foundation in any principle hitherto recoguiged, ‘At Ihave once mentioned, a theory of the action pro- minently urged upon the argument assumed that the cor- poration haa no power to create more than tho origiual 1 or to {suc certificates for a greater amo ‘That duis is so, 1 think I have demon- tirated, But assuming these pre it was then iu- sisted that the certificate tn questio: tueretore false, ond ihat the action would be on this ground. The essen- tial principle of the case in this view would be, thatas the deiencants, for want of corporate power, cannot recog. nie the certificate as the true representation of stock, and o respond to the engagement which it impiies, they must make compensation in damages for the injury sustained in consequence of the representation regarded as false. Now by preses ting the falschood alieged in the certiti- vate and the consequent injury as the ground of the ac tion, a plausible appearance ig given to this view of th: ps But it is essentially tllogi The falsehood, is aspect alone, re ists in a want of epter into ement, and that rause of the action is a serious difficulty If an agent, irrespective of all questions ciples of view corporate power instead of being & tw be remov srising out of the special limitations of his own authority as derived from the Board of Direc- ‘ors, cannot bind a corporation, or affect the rights of itsegenvine stockholders by the terms of an over issucd certificate, there is great aifficulty in afirming that the result may b ingireetly reached by thus changing the ground of liabili ty. Ifa corporation has received the beuelit of its agent's mirrepresentation or fraud ina tran; thoi by its charter, 1 will not say there is no mode of redr« Jam not an advoeate of the doctrine that a corporation cannot be responsible for a Wrong, or may not in sony jorm be liabie when its agents enter into engageme which its charter forbids, and the bonefite of the trai tion cen be traced to the stockholders, or are held tur their benefit. But such is not the case before us. The stockholders of this corporation are in no wise connected with the misconduct of their agent, nor have they been benefitted by it, It is truc they trusted him, but it is not alleged that they had not ample reasons for so doing. Conceding that Schuyler’s authority, derived from his peintment as transier agent by the Board of Directs might apparently include his fraudulent acts, the dithoult, is oniy removed one step further back. ‘Ibe directors themeelves were not the corporation, but its agents only It may be granted that they wielded all the cor; powers, but among those powers the one in que: no where to be found. It did not even have appares istence. The argument concedes this absolute want ¢ | seb r, and Ihave yet to discover the principle on whi he genuine stockholders can be made lieble in any form for an attempt to exercise it, by any of their agents, for their own individual benefit. 3 But such a point need not be determined. Before reaching this ultimate quoetion, the action faila upon the speciaygrounds which baye been examined at large. Con- ceding to tho defendants the power, if they so clect, to recogiise and perform the obligation under which tt agent attempted to place them, then, if they are not liable upon their refesal to do ¢o for the reasons which have been stated, it is extremely plain they are not if the power to do so ie wanting, To say ‘that their agent's fulse representation of stock, which did not and could not exiet. can render them liable to dealers in the spurious certificates, when they would not be bound to reco; the same ‘dealers if the stock in fact existed, and the representations were, therefore, true, involves a fallacy £0 evident that it necds only to be suggested. This is tf error in the argument which places the defendants’ lia- bility on the simple ground that the certificate is a francu lent representation of non-existing ctogk, the alleged fraud consisting in the statement of that falsehood alone. In this view of the controversy, the other fatal objections to the action are overlooked. If I have been success in showing that the plaimiiffs can have no title to the shares of stock mentioned in the certificate, for the par- ticular reasons which have been given, then manifestly the non-existence of the shores, or the false assertion of their existence, is no ground of complaint. In concluding, itt proper to say that the care of The Bank of Kentucky ve. The Schuylkill Bauk, (1 Parsons’ Select Fq. Cases, 160,) has not been overlooked. That case been much relied on as an authority in point upon the general question before us, and it ix certainly true that In the opinion delivered on pronouncing the judgment some principles were stated scarcely reconcil- able with the conclusion to which we bave come. In that cage, however, the suit was brought by the corporation against ite own fraudulent agent, after it had recognized the spurious issue onder an Fnabling act of the Legisia- ture: and in many essential circumstances the coutro- versy differed from the present one. After a careful con- sideration, we are unable to yield to that decision any con tolling iniluence upon the question now t be determined. We ere all of opivion that the judgment should be re- versed and a new trial granted, Ordered accordingly. Superior Court=-General form, Before a full bench, DECISTONS. Jorn B.—Jas. A. Decker vs. Clave H. Harms.—Motion granted, on payment of costs of appeal and of this imo- tion. Samud W. Goordrich vt, Jas. 8. Darts and Oihers.—Mo- tion to isene execution granted, without costs. Jorph Kernoshan wm. be Bowery Fire Insurance Co. —Judgment affirmed, with corte, Jaa. S. Gittene 08. the Browteay Dewsh.—Tedigment al- firmed, Tlie action was browght by Gibbons to recover alleged services in commencing a bank, Ho alleges tha the idon originated with bimsed’, aa he wished to sooure a stion, He avooeeded in founding the bamk. SJabvor, He aiso alleges that the andor nto that effect war sdoptad. of the work-of forming the bank moctngs of ita friends, and atone of these such « reaole tion Waa passed ctwel organization took place on the ft rie August, the so-called cir a took € | } core eftva | whether this is a vaiid considerauou. The Court bad dou}ts alto whether the copying of the minates into the hock woul! vive the resolution effect such a2 1. claiiaet bot withaseume that for the purposes of the ease. Batt it di’ net follow that the plaintiY would theretare be liable to recover, The rea’ intent of the resol:tion must be this, that inuemuch as Mr. Gibbons was disappointed in receiving the aj ointment of cxshier, the bank offered him an inferior vffice, with a pecun‘ary consideration, and, had he accepted it, would have received an equivalent for his labor. This action is not brought to recover for ser viees. The whole basis rests upon this resolution, and we think it would be unjust to hold the bank respousible for this resolution, especially when it was coupled by another offering @ compensation for his disappoint. ment. The withdrawal of Mr. Gibbans was a with- drawal of the services claimed asa consideration, ant the Courtis of the opinion that the claim has nota valid foundation. EXTENSION OF THE TERM. The Chicf Justice announced that the term of this court would be extended to and inzluding Saturday next, for the purpose of enabling the Judges to decide some cases that have been argued before them. Latest from New Mexico. OUK SANTA FE CORRESPONDENCE. Santa Fx, New Muxico, Juno 1, 1856. Grievances of the Territory—Plurality Ofice Holders—Ne glect of Public Affairs—Unpepularity of the Governor— The Indian Dificullicss—General Garland about to Take the Field—Cours Martial on Major Blake, Uniled States Drogooms— Project of the Public Surveys—Relurn of Judge Brocchas—The Gadsten Purchase, de., de. The mail leaves this place in the morning for the States, and I have determined to write a few words to the HxRarp, supposing that any Intelligence from this remote #nd almost forgotten, but interesting Territory, would be agreeable to the people generally. In consequence of the intended absence of the worthy editor of the Santa Fe Gazette, who leaves with the mail jor the States, our citizens are deprived of their regular meuns of communication through the columns of that pa. per, and the abuses and neglect practised upon this com. munity remain unrevealed, while the prosperity of the Territory ie checked by misrepresentations of politicians who are appointed to office here, and care nothing for the public interest, while their pockets are becoming pregnant with Uncle fam’s gold. Let me call your attention to one grievance under which our Territory is laboring, and which in a few days will become a still greater one. The Governor, Mr. David Merriwether, is not only Governor, butas Secretary Davis is absent in the States, also occupies his office, besides being Superintendant of Indian Affairs and Commissioner of Public Buildings, Now, the Governor, tm the course of this month, wiil leave this place to make an expedition to the Navajo Indians, and perhaps will be absent from one to two months, thus leaving our capital without any E cutive representation, or in fact no government at all. ‘The Governor has been absent from his post on two occasions, visiting the States, the last time some seven it months, when all the duties which I have enumera- ted devolved upon the Sccretarya No sooner did the Gov- «nor return thau Mr. Secretary Davis started off on a tour through the Eastern cities, leaviug our Territory with bnt one Executive officer continuously, whose duties make it obligatory at any time to leave the capital to attend to Indian affairs, This is evidently gross neglect on the part of ourExceative; and if the authorities at Washington would seriously consider the affairs of New Mexico a better state of things would exist. Governor Meriwether is the most obnoxious federal offi cer ever appointed to his position, Throughout the whole Territory he has not the respect of one American citizen, outside of those who feed upen the profits of office under his control and a few government ofiicials. Our Territory is withering under a mal-administration ; and when our citizens complain to the authorities at Washitigton of the distressed state of affairs here, they are denounced by the Governor and his friends as a factious clique, who are inimical to the government at Washington, I deny the charge. There is not a more loya! community toward the democracy and our government iv the Union than w here. Most of the Americans now here are tho: came in the time of the war, and Lave established them- selves bere at the cannon’s mouth and at the point of the bayonet—men who caine here at their country’s call toiled through the sands of the desert to battle for country’s honor. ‘These are the men who are denounced asa fact! stigmati: az whigs, Know Nothings tators, because they dare to speak of their injuries iuanly manner. We have resolved to be patient, how- ever, and Wait for a better state of things. great drawback tothe prosperity of Now Mexico is Tndian difficulties. We have wes continually on band, and the depredations committed upon tie bocks end Nerds press our people to the earth, and the germ of enterprise is nipped in the bud. Th » tribe of In dians have nov and the treaties which thes Governor. made with this tribe are destroyed, and, like lance, are, or soon will be, obliterated from the Ter- ritorial record. It is the intention of General Garland to take the field in person, with a large command, drive the Indi from the sett > them to submission. Nevajos are nj ike nation, aud have been the terror of this If it were not tor our gi would now be, dike fo" from the 203 OF PLE tribes of India Garland has calied on the volunteers, wh xecce T unable te y he Indians unde army we hope to key a geverninent ‘here, i will only procure a respectal te very long before } in tion, agriculture and all the branches of trade and ind ‘Y; if not, there is no bope for us. ‘A geveral court martial assembles here on the 2d inst to investigate the charge against Major Blake of the Unite! es drizoons, The charge against this gentleman is for not using the proper mean to suppress a meeting among the soldiers at Fernandes da Taos. This trial was postponed until the arrival of Judge Brocehas, whose test'moay was important, he having been present and witnessed the whole effair. In looking over the affaira of our Territory, I find the Survey or General's department in a flourishing condition. Lines have been extended into the most important sections: of the country, and now subdivisional operations are about to commence. By these surveys some of the finest Jond in the Territory has been made available for agricul- tural purposes. which, if an energetic policy is pursue toware the Inciaus, will be occupied atan early day under the éouotion act. Mr, Pelbam, the Surveyor General, isa just snited to his business ; being apractical survey- ways ready to act with a confldence which will always ensure success to nny undertaking., He is a high- minded public officer, aud merits and receives the conti- cence of all. gratified at the return of Judge Brocehas to this Territory. He arrived with the mail, and all ovr citizens greeted him with open arms. He is an- other gentioman that oveupies a high position in the cont- derce of our citizens, 1 fear that Tam stretching out my correspondence too much, but we do not wish to be entirely forgotten by our brethren in the States, New Mexico is the offsprmg of the Mexican war: because we have conquered her, do not Jet us ered her, but deal with her kindly and gen- y. Ictus havea respectable and honest executive to acminister to her wants, aud teach her inbabitanws that We are a magnavimons nation; then soon will superstition and ignorance and immorality’ give plece to Christianity and intelligence and virtue. ” ‘These people are willing to are not so stubborn as not to be beneiitted lightened and liberal policy. Not long since a literary club was organized by the young Americans in this city, and we were gratified to find that in the course of a few weeks a similar institution was formed by the Mexicans, and is now in a flourishing conditiea. T men- tion this to show how readily these people follow good example, and evince 2 disposition to iinprove. The Santa Fe Gazette of the 3ist ult. contains an editori- al paragraph stating that the editor had been informed by Gen. Gurland that he had received letters from Wash- ington advising bin that the district of country known as the Gadsden purchase would be attached to this milimry department. ‘The editor misapprehended Gen Garland, that gentleman having stated that he was advised that the district ¢f country above mentioned would be added the Territory of New Mexico. This correction is due to Gen, Garland, who is a gentleman of great delicacy of fecling, and whore modesty and other virtues us a man are only equalled by his vulor and patriotism as a soldier ‘The remarks which Ihave made about gentlemen re- ferred to in this letter are the sentiments of all the citi- revs of this Territory, and I do not wish to he considered as prejudiced in what I say. The people here are not particutarly identified with any party. They are a nation- al people, @ law abiding and constitutional’ class of imen, entertaining the highe-t respect for our government. | write for the good ef the Territory, and by publishing these remarks you will not only please our people but, perlaye, may attract the attention of the federal wuthori- ties to this neglected region. Wertmve received a file of the Santa Fe Gazette with dates to the 31st of May, from which we make the following extracts :— . MILITARY AFFAIRS, Lient, Jobn Adems, 1st Dragoons, arrived tn the city on the 21st inst., with his famfiy, on his way to the States. Lieus, Adams if detailed on the g&ernl recruiting gor- vice for the army. and will continue on euch duty for two yeore, We learn further, that Lieuts. Johnson, of the Ist Dragoons, Whistler and Jackson, 8d Infantry, are also detetied for the same duty (i will kave the Territory in time to report themeelves at Carlisie Barracks and kort Coli mbur, N. ¥., by the J&h of July next. | Garland and party returned from Fort Stanton inet. While there, the General bad an jnter- |. Parenqvito, a Meseatoro Chief, whom’ he met with abort eighty of bis people, men, women and ch dren. Beranguito expressed himself apmoes to renmala ft pence wiih tbe whites, aud said that the ox killed a Hort time ago, was killed by some of hia mon who wore ferced te the wet by starvation; but that the men had never reterned to him, nor did be krow what had be. come of them. Jient Orig arrived om the 96th inat., via Albaqverd co came fiom Abuqnerque to thie city in seven ho: seventy miler- md tev g. or e 14th instant it te eported to aun well : Le ns, that the Tucians wore plunder oy T verce 1 i t probable they might be : at able f went to the bie to oyeriah@ihem without pursuing into the Ind Y) and Ts Loree Was WO smal co Fonture Thedistioas tole the MeNicais tha: they were Momores ry nT © tWO parties of twenty each; they killed two ¢xen, and ran off about thirty, belonging to Me pe below Los Lonas and Balen, Information t. ora Major Kenrick ha n reeeived ax late a th ujos are planting quite as the last day of May aa tho t to reced 6 compensates for ne! in our former tsi which purpore he fs (o meet the chief mea of the mation at Taguna Negra. Jn the meaiutime bis efforts for @ rea rai wep Will continue % be pressed. ‘ ies ary’ city on the 24th instant, Col, Fountleroy on the 27th. eney oe ce oc the court martial in the case of Major Blake, Major Fry, paymaster, arrived from For} Uston.on the 27th inst. “Majors Morris, Van Horne aud Speagae ar- rived on the votb, and Colonel Faton en the 30th. “The four latter are members of a court mectiah which wild convene on the 2d proniny rland that in the We jearn from Generai he lately hed with the Mescalero Apaches at Wort on, Mentioned in another column, thed she formed him that the reserve aseighed Bod pry treaty mace with them by Governor Merriwether docs not contain land enough citable for crttivatiom to afford them a support. brem what we hawe jearnedof the boundary lines of the reserve according to the treaty, they are as tiiows—A yp southwest from fog Cano: be formed by a line que east from thie this line ents the Socramento river, astream that homds: afew miles nerti: aud exst of Dog Canon, runs south,, ond is lost by sinicing in the sand abou’ thirty miles: north of Guadatupe yes. and is at least seven hundred. feet above the pl whlch stands the sorner post. ‘The western boundary $3 formed hy # line fremithé above mentioned runniag uorth-eastyard|y to-wbere thé: oad crosses tbe stream called Agua de hy hu, whieb im- he treaty is called Ja tebor, This point is not over ight or Eine mile uh of Pog Canon, The north boundary is (oriaed by a lee running from. the crossing of Agua de la fuz, east to the Focos, which river forme the eastern boundary, The only arable lang: on the eartern slope of the Sacramento mountains is the south side of the Agua de la Luz which sweamsforma’ ih part the northern boundary, ‘the Seoramento:river- has smail narrosy bectoms, full of rocks. On this river the Indians procne their only food. tacseat. ‘The Penasco: = near the ource of the Sacramento, runs north, toally turns east and south, and then east, when i es the Mountains on the cart side of the Sacrament range, and tiews to the Pecos. Thera are said tobe. d role on this river, and evidences of cuitivations years siece, perhay: by the Spaniards, Gaane is exceed- gly sere, net only within the limits of the-reserva- jon, but in the surrowmnding districts. Awtelope are oc- liy found on the eastern slope ef the Saeramentg. range, bear and turkeys in the mountains; but the In- dians ravely #ttick ihe former—never, we believe, with» the bow ant arrow Genera! Garand informed the Indiang dhatthey could” nt in the valleys, on the hside of we Agua de lee that being the on!y suited for cultivanon; they stated that they bad no me iting, no anitnals nor, viniig itn fhe es that is now made, we" ders ta svopiyiug these Tadians with imple- ve the business of arm. © ing, is that ¢ 4 . J Tiewt. Jolmsen ane De Towin arrived tm town on thee 10th inst, th a his way to Laos, the latter to Fort Deflance. We learn that Mojor Snuith; Paymaster, reached Albu- querque on the }etn retarsiog from Fert Retance, and ins tended joining Gen. Garland, who le’? Aivaynerque thas day tor Fort Stunte goons, wader the coramand of Lieut. gido’s on the 13th inet., em route for- post to:the Pecos 1, for 1/0b »| commanding Fort | . represents the con.ition of affiirs with the Newajos, Brow ing out of a ravi committed by a party of that nation on the Pecos, in March last, as unchanged. The Indians have not, ay yet, complied with their premise to turn over all the shéep taken at that time, although a part has been delivered, bor is it believed they will.do-so, unless upon the exhibition of a strong military ferce in theie country; fer the senutin prevails among the Pelados, who constitute the Iai ger part of the nation, that their power is stperier te that of the United States. It is not strange that such should be their honest con- yiction, from the fiet that the combined military strength. ever witnesscd by them, in point of numbers, falls short of their own siength in the propertion of about: ove 10 six, On the 5th inst {Genrerol Garland, with bis staff, Col. Grayson, Major Thornton, Captain Easton, and Lieutenant - Craig, leit here for Fort Stanton. Major Smith, ad will probably intersect the party at Albequergae on bis return from Fort Defiance, and accompany it to Stanton, \ general court martial will be held at Fort Stantoa,, immediately uiter the arrival t of the above nam fivors has detailed the fol- understand General Gariand lowing mi ed troops: company ‘K,’? Ist dragoons, under the command of Licut. Mercer, t0 take post at For Thorn; company “1, same regiment, Brcvet Mejor Grier, nts wad Pluder, to take post at Fort Cnior pany waiting the arivai at Sort Thort o company “F? which las been detaied to leave Fort Union, its present station, at opee. We aiso learn that the stations of Doevors Leatherman. and bwin hw b Jormer trausferred ‘The general cou. his city for the trial of Cay tam Scammon and ig0n, adjourned op the e6ih wiamo, sine die, aud the cietavers: left on the first inst. for Weir re. pecti THE NAVAJOs. Wo suppose there i: uw uo touger a hope that the dil witb the s will be setcied wi hout » resort to” dof their comotyiag with the de- nund Made upon them recently, they have commit'ed hotler offence of afimiar claracter, Onthe might of the 1th ins wked the sheep rancho ut Jovo Y pa Blane, tied tho mejor-como emt wonnded fovy others, one of them mor- nily. ‘they also took frou the raicho 200 ewes, the pro- © peity of Meptoya, ‘The Inaians were followed by a party of 26 Mexicans and overtaken at El Valle, two of them killed and neariy ali tb covered. ’ The scalps of the Indians were broy; ‘ouchers for the faithful’ exccution of the work. Major Kenarick ard the Navyo agent, Capt. Dodge, have had severai conferences with tbe prineipal men the Navajo nation, in relation to the outrages near the Puerco, committed by a party of their tribe, They pro- fess to be willing to make good the loss of sheep, which, it will be recollected, amounts to gomae ten or eleven thou- sand, a part of which, Lowever, bas already been return- offered to give three ponies for the three Mexi~ cans killed. This olier, of course, cov! pol bo enter: tained, and the impression was left thay wath neither promise will they comply, unless upon the exhibition of a. large military force in taeir country. ‘The perpetrators of the robbery aud murders are among, the principal men of the nation, or nearly allied to them, and it is thought, in consequence, the detand for their, surrender will tet be complied with until the nation ix” thoroughly humbie! by measures of the most #tringeny character. The expeditious heretore made by the Ame- rican forces into the Navajo country, have been so abor- tive that unother of a similar charac i!ldo nore barn ~) than guod; and it is very probable that if inadequate tempts are made against them now, the Utabs will make common canse with them. should the Navajos, how- ever, be thoroughiy humbled, rich end powerful as they: are kpewn tw be, the example wil! Not be Jost/on ail other tribes in New Mexico, We trust, however, they may see the necessity of complying with the requisitions. made upon ‘hem, by # timely surrender of the criminals. By £0 doing, much Waste of property and loss of life will he spare them. ‘Ihe warriors of the Navajo nation capable of taking the: field number at least two thousand men, and we think the milit&ry strength of this department should be incread- ed, particularly in the mounted arm of the service, + THE PUPLIO IMPROVEMENTS. The military Lave commenced the construction of a new: get of quarters for the officers and men at this post. The work i= under the superintendence of Major Brooks, the ut of the post, assisted by Lieut Ohtts. Quite anumber of men are employed, and tbe work is pro- gressing ra) are not advised as to the architectural design of, these buildings, but they appear to be extensive, and pr mise, when finished, to add much to the appearance of the» city in this direction. Captain Faston is also constructing some quite exten- sive buildings, on a of the same ground, for the use of the Quartermaster Department, He bas a namber of men also employed, and-they are advancing well. In the came neighborhood is the new State Hous which we learn is soon to be commenced again, with the available force. This work is under the supervision: of Governor Meriwether and Judge Houghton.. We hope to sec jtadvance more rapidly than it has hitherto done, Adjoining to the new capitol, or nearly so, ig the 'Perrito- rial Penitentiary, thanks to the “delicate and reflaed’?’ taste of Goyer: or Meriwether for thie beautiful aud ap- prepriate orbarent w the cepito! grounds. ‘This building: azo, we learn, to be commenced in aehorttimo—ac. that this end cf the city will present quite a. business ap- pearance when all this work is in progress. inconned- tion with thi ew edifices, We may mention, as Dein, w Protestant church, the Surveyor Gene- r pt, and the mew buildings for the Gaselte iceuil of them uew and handsome buildiags, DIED. On the Mth inst., at Albuquerque, New Mexioo, Mr. J. T. Fitawater, atter along aud severe iliness, Mr. Pita» water wee for mony years aresidentof Mexico, connected: with the stage line between the cities of Mexiooand Vera Crug, where he had mary eneomuters with the robbing parties thi wted that road before the Mexican war. WhentGer orei scott invaded Mexiea, he became eonnect- ed with the army, and cemained in the serviee of the quartermaster’s department up to the time of his death. Hie was brave and fearless, and from his knowledge af ikat part of Mexico which was the seeno af General: Scott's operations, Was enabled to be of mach service tar the invading army. On Monday, the 2st of April, at Fort Union, New Mex. ico, James W. Folger, snppowed 0 be near the fifties » year of his age. Mr, Folger was for man, yearsa cos Cont of §t. Louis, Mo ; came to New Mexico about tes year 1840, and paseed through to the city of Mexico, Hit | Wos for reveral years with Bent and St, Vrain, at Bent? 9 Fort, on the Arkansas, and afterwards, up to ‘he time @ his death, engaged in mercantile business in this ter ritery, Dering the war with Mexico he was in the me. tions of La Canada and Taos, and aceomnanied Geuerwh I rice’? expedition agamet Chiluabaa in 1845, Mr. Folger bod a very extensive requaintance througnout thei Stntee, aa wellas in this Territory, was highly est mag or bie integrity of ebaracver and ‘winning sooth qualitit ight to Santa Fe ond taterred in the rand atiemled by a large le The Hereford (Fnglund) Times aya:—Among the hat Datel of ftetime carried Of trom this distrie cat ous impostor who work the Mormon 1 wan an old widow women who kept a | cere slop. By the persuasions of the art fic Whose hande she bas fallen, the poor dape Volnews and thede neepfemtions for hor departure of prem 1 t bel! outte | be would t ¢ © young again, @ad liv eband raicvl ty ufo aud restored Wo hes,