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Page:United States Statutes at Large Volume 45 Part 1.djvu/1990

 INDEX. ccxxxix Bettenue Act oJ 19!5-Continued. Pap. BllIIenue Act o/19.eS-Continued. p .... Board of Tax Appeals;procedureintrans- interest allowed on ove~yments; ef- feree proceedings; transferee en- fective in thirty ays after en- titled to examination of books, actment thereoL _____________ 877 etc., of taxpayer'sliability _____ 872 interest rate restricted on judgments of subpamas authorized for produc- Court of Claims______________ 877 tion thereoL _________________ 872 judgment of any court for overpay- court review of deficiency determined mentit date specified ____________ 877 by; t,rovisioDs for suit_________ 873 effective t irty days after enactment filing nd for payment of finally hereo!. _______________________ 877 determined deficiency _________ 873 punishment for concealing assets, etc., filing jeopardy bond under in- in cases of compromise ________ 877 come or estate Iaws ___________ 873 jurisdiction of district courts to secure reduction of bond upon paymentI be- ~bnony,etc ________________ 877 fo~e fi~ng thereof, in part 0 de- TITLE v. OJ:NERAL PROVISIONS _________ 878 ficlencles _____________________ 873 meaning of terms; "person" _________ 878 on disallowance of deficienc:le' amount "corporation"____________________ 878 to be credited or refun ed, or col- "domestic; foreign," when applied lection abated ________________ 873 " to. co~rations or partnerships__ 878 suits to restrain enforcement of liabili- fiduclafY ______________________ 879 ties of transferee or fiduciary, not "withholding agent" ______________ 879 to be maintained in any court__ 873 "stock;" "shareholder" ___________ 879 Treasury decisions amended bI. subse- "United States" __________________ 879 quent regulations or ecisions "Secretary;" "Commissioner" _____ 879 may be applied without retroac- issue orders, processes, etc., for en- tive effect____________________ 874 forcement of internal-revenue agreement authorized by Commissioner, laws ________________________ 877 etc., with any person, as to prior additional to other enforcement reme- taxable period________________ 874 dies _________________________ 878 finality of, except for fraud ________ 874 powers conferred on revenue officials, not to be reopened by United including field force, to secure in- States officers, etc ____________ 874 formation ___________________ 878 . not to be disregarded, etc., in any verbal amendments to Act of 1926____ 878 suit, etc ______________________ 874 " 11 to·" "t " 879 coeor, ~ay er ___________ repeal after thirty days of former pro- "military or nav forces" _________ 879 visions as to cases settled without "includes;" "including"___________ 879 protest ______________________ 874 basis on return of property upon sale of tax assessed after expiration of period decedent's estate preceding tax- of lbnitation, considered over- able year 1928________________ 879 refund p~lTarmstroBot (talk)t-con;idere(i -em-;;eowii 874 in accordance with law applicable___ 879 deductions allowed benefiCIaries under creditse:~it:n;t bamd dE;ficie~cy = 874 prior Acts, the &plount of estate, 875 mheritance, etc., tax of the tax- against barred overpayments _______ 875 estai!~leJe:Ot- ~iaim~ -by-t;n~fi: 879 application of_____________________ 875 tbne limit for suits to recover hereafter CIary ________________________ 879 amount erroneously refunded___ 875 benefici~if not claimed by estate_ 879 former refunds____________________ 875 estate or neficiary, whichever paid collections stayed py clabne in abate- the tax ______________________ 880 ment not considered an overpay- 875 person who paid the tax if not claimed ment________________________ by estate or beneficiary________ 880 repeal of former rrovisions of, barred effect of statute of limitation_______ 880 by statute 0 limitation_________ 875 meaning of "claim"_______________ 880 unpaid taxes & lien on all property of cases in which decision rendered by taxpayer____________________. _ 875 Board of Tax Ail:als or any collector to file noUce of lien in desig- court, not affecte ereby______ 880 nated courts__________________ 875 taxability of trusts as corporations issue of certificate of release of lien by under prior Acts ______________ 880 collector _____________________ 876 application, if a single trustee_______ 880 partial release ____________________ 876 returns prior to -February 26, 1926, on partial discharge ___________________ 876 installment sales, with change of conclusive of discharge of lien on accounting ru:riod- 881 property covered by __________ 876 restriction on re und ______________ 881 acceptance of single bond on deti- determination of deficiency _________ 881 ciency assessment______________ 876 running of statute of limitations not release applicable to any internal- affected ______________________ 881 revenue liens_________________ 876 allowance for contributions to charity, repeal of Estate Tax provisions for re- ete., for taxable year, 1923 _____ 881 lease ________________________ 876 limitation of amount ______________ 881 interest allowed on overpayments _____ 876 amendment to Merchant Marine Act, in case of credit___________________ 876 1920 ________________________ 881 in case of refund______________. _ __ _ 877 exemption for ten years from June 5, meaning of "additional assess- 1920, of income tax ___________ 881 ment" _______________________ 877 from groceeds of American ves- former provisions repealed _________ 877 sels uilt prior to 1914 ________ 881

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text: Talk:Zabriskie v. Cleveland Columbus and Cincinnati Railroad Company

license: Creative Commons - Attribution Share-Alike - https://creativecommons.org/licenses/by-sa/4.0/


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Page:United States Statutes at Large Volume 45 Part 1.djvu/1991

 ccxl INDEX. Revenue Ac' oj 19!8-Continueci. Pap. amendment to Merchant Marine Act, 1920; exemption, ,,~c'i entire proceeds to be investe<1 in new ~p&________________________ 881 definition of, "motor boat," used in Revenue Act of 1922__________ 881 provisions for remission or mitigation of forfeitures under customs laws applicable to internal revenue forfeiture8____________________ 882 no refund or credit in excesa of $71!tOOO until after report made to " Joint Committee on Internal Revenue Taxation" ___________________ 828 details in report to Congress of such refunds, etc______________ 882 salaries of commisaioners of Court of Claims fixed__________________ 882 field officers of internal revenue service may be ordered to duty in Bureau or outside District of COlumbia____________________ 882 readjustment of pay of collectors br Commisaioner,authorized;~- mum________________________ 882 repeal of parts of Revenue Act of 1926 for collecting tax imposed t.here- by, to remain in force for collec- tion, etc_______ _______________ 882 invalidity of any provisions hereof not to affect remainder of Act________ 883 effective date hereof_________________ 883 Revenue Jrom Cuatoms, appropriation for collecting________ 167,1032 deficiency appropriation for collect- ing ____________________ - _ 42,44,48, 915,935, 1618, 1622, 1653, 1674 Reviaed Statutes, amended, section 1044_______________ _ 51 section 1396__ ____________________ 1150 section 1440______________________ 1482 section 1444______________________ 1142 section 2455______________________ 253 section 3176___ _____ ______ _____ ___ 878 section 3186______________________ 875 section 3220____________________ 878,996 section 3228___ ________ ___________ 878 section 3392___ ______ ______ _______ 866 section 3850______________________ 1252 section 4009____ -_ c - - __________ 696, 1175 repealed, sections 512-515____________ 1147 section 1445______________________ 1142 section 2170___ __ ____ __ ___ _____ ___ 1514 R6IIolution! War oj the, appropnation for continui!lg surveying battle fields oL_______________ 1377 R/Ow<:infrank, Eugene, may bridge Maumee River, in Lucas County, Ohio ________________ 1559 Rhodes, EUflene, Jormer Machinist', Mate, Navy, gold medal awarded to, for achievement in first succesaful trans-Atlantic flight________________________ 1158 Rice appropriation for investigating insects affecting__________________ 558, 1208 Rice Indian SchOol, Ariz., appropriation for hospital building at, from Indian funds_____________ 221 Rice, James R., patent issued for stock raising home- stead entry oL_______________ 1157 Rice Station, Ariz., deficiency a~l'ropriation for replacing at, Indian agency b u ilding s abandoned at San Carloll ______ _ 19 for enlarging boarding achoolfor pupils from san Carl08 _____________ _ 19 Rice Station Indian Agency, Ariz., appropriation for electric tranamisaion from Coolidge Dam to________ 211 use of former appropriations_____ 211 Rices Point, Minn., bridge authorized acrosa Saint Louis River, from Connors Point to___ 286 Richford, ve., deficiency appropriation for public building at__ ___ __ _______ __ __ _ 1661 Richmond, Va., appropriation for public building______ 1043 deficiency appropriation for post office, Ridge Pz!~Sr.,C~ 923 appropriation for paving],. etc., Thir- teenth to Sixteenth l:itreetsj from gasoline taxfund____ ._________ 654 Rifle Practice, Army, NauI" etc., annual competitiOns m, to be held, known as national matches for trophy, medals, etc___________ 786 national matches to consist of ride and pistol matches for national trophy, etc_________ .. __ __ __ _ __ 786 competlDg organizations___________ 786 expenses authorized from appropria- tions for national defen8e_ _____ 786 limit on commutation of rations, etc., to competitors________________ 786 allowance to civilian competitors for travel, etc___________________ 786 amount authorized for National Board for Promotion of Ride Practice_ 786 Rifle Practice, National Board for Pro- moting, appropriation for expenses of ranges; transporting teams to matches, etc_______________________ 351,1373 for quartermaeter supplies, etc., for ride range practice, under regu- lations by_________________ 352,1373 for reimbursing members of, for practice expenses_' ___ __ ___ ___ _ 352 for lsaue of arms, etc., for target practicE" isaue and sale, 88 pre- scribed by ________________ 352,1374 deficiency ap.propriation for transporta- tion l nde teams attending______ 936 R·ifle Range8]or Civilian I1I8truction, appropriation for quartermaster sup- plies for maintenance, etc___ 352, 1374 for ordnance equipment for _____ 353, 1374 Riftea, Army, Automatic Machine, appropriation for purchase, manufac- ture, etc., of__________________ 343 Rights oj Way, granted acrosa Benicia Arsenal, Mili- tary Reservation, Calif________ 1139 Chalmette National CemeterYJ_La_ 997 Federal Industrial Home for Wom- en, to Alderson, W. Va_______ _ 53 military reservation, Monterey, Calif., to the city for street ex- tension_ ___ ______ ______ ____ __ 1074 Vicksburg National Park, Miss___ 315 Imperial County, Calif., over public lands for highway pUrp08e1l_ ___ 249

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Zabriskie v. Cleveland Columbus and Cincinnati Railroad Company/Opinion of the Court

THIS was an appeal from the Circuit Court of the United States for the northern district of Ohio.

Zabriskie was a citizen of the State of New York, and a stockholder in the Cleveland, Columbus, and Cincinnati Railroad Company. He filed a bill against the company, and obtained an injunction to restrain them from paying any money in discharge of the interest to become due on four hundred bonds of the Columbus, Piqua, and Indiana Railroad Company, which said bonds had been endorsed by the former company conjointly with the Bellefontaine and Indiana Railroad Company, and the Indianapolis, Cleveland, and Pittsburgh Railroad Company. Butler, Belknap, and Callender, citizens of Connecticut, obtained leave to become parties to the suit, as defendants, upon the allegation that each of them was the holder of a bond or bonds which had been thus endorsed.

After much testimony was taken, and other proceedings had, the Circuit Court, in March, 1858, dissolved the injunction and dismissed the bill. The complainant appealed to this court.

It was argued by Mr. Otis and Mr. Benjamin for the complainant, and by Mr. Stanberry and Mr. Ewing for the defendants, Mr. Ewing being the solicitor for the bondholders.

The history of the case is given in the opinion of the court, and it will be perceived, by the syllabus prefixed to this report, how many points were raised in the argument and decided by the court. The examination of the laws of Ohio was very extensive; too much so to be followed by the reporter. All that he can do is to state the points made, from which the line of argument can be easily deduced.

The record presents the following questions for the decision of the court:I. Had the directors of the Cleveland, Columbus, and Cincinnati Railroad Company the power to endorse the bonds of the Columbus, Piqua, and Indiana Railroad Company?

II. Were said bonds and the endorsement thereon void in the hands of Neil & Dennison, and of those claiming under them?

III. Are the defendants, Butler, Belknap, and Callender, bona fide holders of said endorsements, without any notice, actual or constructive, of the circumstances under which the endorsements were made, or of the want of power on the part of the directors of the Cleveland, Columbus, and Cincinnati Railroad Company to make the same?

IV. Has the complainant forfeited his right to the relief which he seeks by any neglect on his part?

Upon the first point, the following positions were maintained:

The company had no power to endorse under their charter.

They had no power to endorse under the act of March 30, 1851:

First. Because said act had been repealed.

Second. Because the General Assembly intended to repeal said act.

Third. Because the endorsement was not made for any of the objects authorized by said act.

Fourth. Because the endorsement was not made with reference to said act of March 3d, 1851, as the source of power, but with reference to the charter.

Fifth. Because, in making said endorsement, there was no compliance with the imperative prerequisite conditions of said act.

Sixth. Because neither the complainant nor any considerable number of the stockholders of said company ever consented to said endorsement, either directly or by implication.

Seventh. Because said act of March 3d, 1851, is unconstitutional.

Upon the last point, the following brief extract from the argument of Mr. Otis will serve to illustrate his views:

A brief inquiry into the nature and extent of the authority which the Legislature may lawfully exercise over railroad companies, and also into the nature and extent of the changes which the Legislature may make in the charters of such companies, with the consent of the organized bodies respectively, without any well-founded legal objection on the part of any individual stockholder, will throw much light upon the particular subject now under consideration, and tend to confirm the conclusion that the act of March 3d, 1851, was an unconstitutional enactment.

The first branch of this inquiry is not altogether free from difficulty. But this difficulty does not so much consist in laying down a general rule, as in applying the rule to each particular case which may arise. It is sufficient, however, for the present purpose, to say that grants to railroad companies are strictly construed, and that the corporations take no rights from the public beyond what the natural import of the words used in their acts of incorporation rationally and properly conveys. These grants are never construed to embrace public rights and duties; nor can it be presumed that the Legislature intended to part with the power of accomplishing the very object for which railroad companies are created. This object is the comfort and convenience of the public; and whatever regulations will tend to secure or promote that object the Legislature may enact, even though these regulations may abridge the value of the rights previously granted. It is upon this ground that railroad companies may be lawfully required to fence their roads, construct cattle guards, diminish the speed of their trains, and generally submit to such police regulations in respect to the management of their respective roads as will most effectually secure the safety of the persons and property transported over the same; and so long as the Legislature shall confine its action to the due exercise of the rights granted, no question can arise as to the lawfulness of such legislation.

The second branch of the inquiry depends upon a very different principle; and although I cannot describe by general definition all the particular changes which may be made in the charters of railroad companies, with the consent of such companies, without any well-founded legal objection on the part of any individual stockholder, a recurrence to the nature of these charters will enable us to attain all that certainty in this particular which the argument demands. A railroad charter once accepted becomes a contract; and though the charter is an entirety, it is in fact a two-fold instrument both in regard to its subject matter and the parties thereto. So far as the charter relates to the object of the grant, the mode of carrying the same into execution, or the organs through which the company may act, it constitutes a contract between the State and the organized body; and it is competent for the company, acting in the manner prescribed in its charter, to accept of any amendments touching these subjects which the Legislature may propose, even though these amendments are evidently less beneficial to the company than the original act. To this contract the individual stockholder is not a party except as a member of the organized body. And as it is a fundamental principle of all associations of this kind, that the act of the majority is the act of all, the organized body will be bound by the action of the majority, however vehemently a minority of individual stockholders may dissent therefrom. It is upon the ground that the contract is one between the State and the corporation as the sole parties thereto, and not upon any implied assent, on the part of individual stockholders on becoming members of the corporation, to such changes as shall be auxiliary to the object of the grant, that all the stockholders are bound by such legislation. But so far as the charter relates to the obligation of the company to expend all its subscriptions solely for the specified purposes of the grant, or, in other words, in the construction and equipment of its road, or to the right of each individual stockholder to his ratable share of the net earnings of the company in the shape of dividends, or to his right to vote upon each share of stock owned by him in the election of a board of directors, it is a contract between each individual stockholder and the organized body, made in pursuance of the authority conferred by the State. To this contract the State is not a party; but the individual stockholder on the one hand, and all the other stockholders forming the organized body on the other, are the sole parties to the contract. And although the nature of this contract is such that it cannot be changed, even by the consent of the parties to it, without legislative permission, such permission does not confer upon either party the authority to make such change without the consent of the other party. This contract between the individual stockholder and the corporation is essentially like a contract of copartnership, and can no more be changed than any other private contract without the consent of the parties thereto.

Natusch v. Irving et al., Gow. on Part., Appendix, 576.

Livingston v. Lynch, 4 Johns. Chy., 573.

Angell and Ames on Cor., secs. 536, 537, 538.

The fact that no individual stockholder can maintain a suit in regard to his individual rights or interests until after the company, upon request made, shall have neglected or refused to protect the same, does not militate against this view of the duality of all such contracts, for the corporation is the legally constituted trustee of every individual stockholder, through which alone he must in the first instance seek redress. There are no difficulties connected with this question in its relation to this case except those which have arisen from the illogical mode of treating it. If the act of March 3d, 1851, was intended to confer upon a majority of the stockholders of the Cleveland, Columbus, and Cincinnati Railroad Company authority to take the money due to the stockholders as dividends, and to appropriate it to any of the purposes mentioned in the fourth section of said act, against the consent of a single stockholder, though owning but a single share of stock, the enactment transcended the constitutional power of the Legislature, and was void. The Legislature cannot authorize any number of the stockholders of a railroad company, under any pretext whatever, to seize the money due to a co-stockholder as dividends, and appropriate it to any purpose not specified in its charter, or to confiscate his property, or compel him to sell out his capital stock at any price, and abandon the company, unless such power is reserved in the act of incorporation. The obligation of the contract, which relates to a single share of the capital stock of a railroad company, can no more be impaired by legislative interference, than the obligation of the contract which relates to the entire capital stock. The protecting power of the Constitution extends to both alike.

As before stated, a railroad charter once accepted becomes a contract. Until such charter shall be accepted, it is not a contract; it is nothing more than a proposition, on the part of the State, to the corporators named in the act, to enter into the contract specified therein. It has no binding force until accepted; and in this respect a charter does not differ at all from a proposition to enter into a private contract proceeding from one individual to another. So where a charter has been accepted, a subsequent amendment is also nothing more than a proposition to change the original contract in that particular. If the proposed change relates to the contract between the State and the organized body, it must be accepted by the organized body before it will have any binding force; but if the proposed change relates to the contract between the individual stockholder and the organized body, it must be accepted by both the parties thereto before it will have any binding force. If the proposed change be clearly beneficial either to the individual stockholder or to the company, as the case may be, and be auxiliary to the specified purposes for which the company was created, the law will presume the acceptance of such amendment by the party to be benefited thereby upon very slight grounds. But if the proposed change be not clearly beneficial to the individual stockholder, or to the company, or if it extends the objects or increases the liabilities of the company, or enlarges the powers of the company over the stockholders, as in the present case, the acceptance of such amendment, by the party to be affected thereby, must be clearly made out by the party seeking to establish the same. In cases of railroad companies, where a majority of the stockholders are residents without the State and country, as in this case, and are not expected to attend the meetings of the company, and who have a right to suppose that the directors will confine themselves to the exercise of their legitimate powers, silence on the part of the stockholders should not be regarded as an assent to, or an acquiescence in, any changes in the contract between the corporation and the stockholders affecting their individual interest; but it should be established by clear affirmative proof that knowledge of such change, and of its effects upon their interest, was brought to the stockholders, and with such knowledge they deliberately assented thereto. Any rule short of this will expose to imminent hazard the property invested in the railroads in this State, and seriously impair the character of our legislation.

The argument upon the other points must be omitted for want of room. All these points were sustained by Mr. Benjamin also.

Mr. Ewing, for the bondholders, made the following points, namely:

1. The guaranty is valid in the hands of the present holders, independently of the act of March 4th, 1851.

2. The end and aim, the object and purposes, to be effected by this contract, were legitimately within the power of the corporation, under and by virtue of the act of March 3d, 1851.

3. The fourth section of the act of 1851, and its re-enactment in 1852, so far as it applies to pre-existing corporations, does not impair the validity of the contract of subscription, and is not unconstitutional and void.

4. The transaction out of which the guaranty arises comes within the provisions of the fourth section of the act of March 4th, 1851.

5. The transaction is not void, as contended for by the opposite counsel, under the fourth section of the act of March 3d, 1851, because the directors of the company acted in the matter before they convened the stockholders to vote upon it.

6. The contract has been complied with by the other two companies, and performance is, in equity, equivalent to consent.

Upon the third point, Mr. Ewing's views were as follows:

But it is contended, on the other side, that the fourth section of the act of 1851, and its re-enactment in 1852, so far as it applies to pre-existing corporations, impairs the validity of the contract of subscription, and is therefore, as to them, unconstitutional and void.

I do not readily perceive how a law, permissive merely, not compulsory, authorizing this corporation to do an act which we admit, argumenti gratia, it was not authorized to do before, violates the contract of incorporation, or the contract between corporation and corporators. It has been well adjudged that the mere extension of privileges by law is not a violation of the contract of incorporation.

Grey v. the Monongahela Navigation Company, 2 Watts and Sug., 159.

The decision in the case of the Hartford and New Haven Railroad Company v. Croswell, relied on by complainant's counsel, bears strongly on this case. It involves these propositions:

1. That the directors of the original corporation could lawfully accept and exercise the additional powers conferred on them, and consequently that their acts, in pursuance of such new powers, were valid. For if not so, the old corporation remained unchanged, and the stockholder must have paid his subscription to it.

2. That a stockholder who did not consent to the change could not, against his will, be held a corporator in the modified corporation.

3. And I have no doubt that such stockholder might, by bill in chancery, presented in due time, have enjoined and prevented the acceptance of the new power, and the action under it. But he could not lie by, suffer the directors to accept the newly-conferred privileges, employ workmen and build boats, and then enjoin the corporation from paying for them. That would be this case, to which both of the above cases are alike opposed in principle; for there are cases, and this possibly one of them, in which a corporator may enjoin the corporation from doing an act, or making a contract, not within its powers at the time of its creation, but brought within them by a subsequent law. But if he consent to the contract, or acquiesce in it, until third persons have become involved, his remedy is gone. It is of that class of cases in which equity requires the utmost vigilance and promptitude. The powers granted by the act of 1851 do not extend to a new undertaking, but to a more full and perfect means of executing the original purpose of the charter, and it is the business of the corporators to see that the additional powers are not exercised to their injury. If they neglect this, they, and not innocent third persons, must suffer the consequence of their laches.

Moss v. the Rosalia Lead Mining Company, 5 Hill, 141.

Jackson v. Lumpkin, 3 Peters, 291.

Mumma v. the Potomac Company, 8 Peters, 286.

Mr. Justice CAMPBELL delivered the opinion of the court.

The appellant is a stockholder of the Cleveland, Columbus, and Cincinnati Railroad Company, a corporation existing by the law of Ohio, and empowered to construct a railroad from Cleveland south, and having a capital of more than $4,300,000 distributed among above nine hundred stockholders. The appellant complains, that this corporation, in April, 1854, illegally endorsed a guaranty upon four hundred bonds of one thousand dollars each, with interest coupons at the rate of seven per cent. per annum, payable to Elias Fossett or bearer in New York, in 1869, that had been issued in that month by the Columbus, Piqua, and Indiana Railroad Company, and which were also endorsed by the Bellefontaine and Indiana Railroad Company, and the Indianapolis and Bellefontaine Railroad Company, to the prejudice of the stockholders, and the burden of the resources of the said Cleveland corporation. The object of the bill was to obtain a decree to restrain the company, pending the suit, from paying the interest, and upon a declaration of the illegality of the bonds, to enjoin the corporation from applying any of its effects to their redemption.

The three defendants are holders of five of the bonds, who have availed themselves of the invitation of the bill to all their class to become defendants, and who assert that they are bona fide holders, and that their securities are valid obligations of the company. This issue of the obligations of these four corporations originated in a negotiation among their officers, in 1854, to determine upon a uniform gauge for all their roads, and to promote intimate connections in their transit operations.

The Piqua road and the Indianapolis road were projected to extend from Columbus to Indianapolis, (one hundred and eighty-five miles,) and were partially finished at a gauge of four feet eight and one-half inches, and had agreed to maintain this gauge for their common interest. At Columbus they were to connect with roads of the same gauge, leading through Ohio and Pennsylvania to Philadelphia.

The Cleveland and the Bellefontaine railroads were constructed upon the Ohio gauge, of four feet ten inches, and the companies were interested to detach the other corporations from their Pennsylvania connection, and to combine them with their own and other companies, whose roads passed through Cleveland, along the shores of the lakes into New York, and connected there with the railroad and canal communications of that State. The Piqua road was at this time finished only forty-six miles, and the company was embarrassed, and their work suspended for want of money. The Indianapolis company were willing to change the gauge of their road to the Ohio pattern, but were withheld by their contract with the Piqua Company. In January, 1854, the Piqua Company appointed a committee from their board of directors to negotiate for money or securities sufficient to complete their road, and to discharge their debts, other than bond debts, and were authorized to prepare six hundred bonds of one thousand dollars each, of the usual form, to be secured by a mortgage, being the third mortgage of their franchises and road. They were also empowered to determine the gauge of the road, and either to maintain their existing connections, or to consent to the adoption of the Ohio gauge in conjunction with the Indianapolis Company.

This committee opened their negotiations in Philadelphia, but pending these the vice president of the company (Dennison) 'sounded the inclinations' of the Cleveland Company, by intimating that if that company would endorse a portion of the bonds, and take some of the stock of the Piqua Company, the Pennsylvania connection would be abandoned. Some assurance having been given by the president of the Cleveland Company to him, he, with the financial agent of the company (Niel) arranged a contract with the committee of the Piqua Company to purchase the six hundred bonds, to guaranty a subscription for $50,000 of their stock at par, and to assume the control of the settlement of all controversies and questions concerning the gauge of the road. These negotiations were pending from the first week in February until the 25th of the month, when the contract was reduced to writing, and the price to be paid settled at $305,000. On the 7th of March, 1854, Dennison and Niel concluded a contract with the three corporations, Cleveland, Indianapolis, and Bellefontaine, by which they consented to the permanent adoption of the Ohio gauge for the Piqua and Indianapolis roads, and those corporations agreed to guaranty four hundred of the bonds of the Piqua Company before mentioned, and to subscribe for thirty thousand dollars of their stock. This contract was reported shortly after to the boards of the several corporations, and approved, and the bonds were issued and endorsed, and the stock subscribed for in April, 1854. The tracks of the several roads were altered to conform to this arrangement shortly after. The negotiations and contracts of Dennison and Niel were for their own account and benefit. The testimony is conclusive of the fact that the members of the Piqua board were ignorant of the assurances they had received of the disposition of the Cleveland and other companies to enter into such engagements. Dennison had been a director of this company from its organization; but before signing the contract of the 25th February, with the Piqua Company, he exhibited a written resignation, and that resignation was entered upon the minutes of the board before the approval of the contract or the issue of the bonds to him and his associate.

This transaction was reported to the stockholders of the endorsing corporations in July, 1854, and accepted by them as the act of the company. The board of directors of the Cleveland Company, on the 16th June, resolved, that there should be submitted to a vote of the stockholders, at a meeting on the 1st July proximo, four propositions for the aid of other roads desiring to form a connection with that company, under the 4th section of a statute of Ohio, passed 3d March, 1851. Among these was the endorsement of four hundred bonds of the Piqua Company. Notice was given of this meeting by advertisement in the daily papers of Cleveland and Columbus, and a daily paper in New York, but it did not disclose the object of the meeting. Above eighteen thousand shares of stock were represented, and the following resolution was adopted without a dissenting vote:

Resolved, 'That the endorsement jointly and severally with the Bellefontaine and Indiana Railroad Company, and the Indianapolis and Bellefontaine Railroad Company, of four hundred thousand dollars of the third mortgage bonds of the Columbus, Piqua, and Indianapolis Railroad Company, by order of the board, March 6th, 1854, be and the same is approved, adopted, and sanctioned, by this meeting, as the proper act of this company.' But, although there was no dissent in the vote, there was dissatisfaction openly expressed by the proxy of the appellant, and of a majority of the stockholders represented at the meeting, and who declined to vote on the resolution. The bonds were offered for sale in the city of New York in the summer of 1854 and the spring of 1855, under an uncontradicted representation of their validity through the votes above mentioned, and were freely purchased at fair prices. The interest was paid by the Piqua Company until October, 1855, when the instalment due in that month was discharged by the endorsers in equal proportions. In the spring of 1856, the Piqua Company having become insolvent, the appellant served a notice upon the Cleveland Company not to pay any portion of the principal and interest that might become due on the bonds, and required them to sue for the cancellation of their guaranty, and demanded his share of the profits of the company, without the reservation of any part for the payment of the bonds, and immediately after filed the bill in this cause.

He contends, that the sale by the Piqua Company to Dennison and Niel is void, under a statute of Ohio that prohibits any director of a railroad company to purchase, either directly or indirectly, any shares of the capital stock, or any of the bonds, notes, or other securities, of any railroad company of which he may be a director, for less than the par value thereof; and it declares: 'That all such stocks, bonds, and notes, or other securities, that may be purchased by any such directors for less than the par value thereof, shall be null and void.'

He insists that the endorsement of the bonds of the Piqua Company was of no advantage to the Cleveland Company, but was merely to consummate the success of a speculation of Dennison and Niel-a speculation reprobated by the law of Ohio; that the Cleveland Company were not empowered by their charter to guaranty the contracts of corporations or individuals; that this endorsement was not required for the construction of the road, or in the course of the business of the company, or to promote an end of the incorporation; and that none of the acts of the General Assembly of Ohio authorize it.

He denies any efficacy to the vote of the stockholders in July, 1854, because the notice was insufficient, in the length of the time and in the failure to disclose the purpose of the call; that more than one-half of the stock of the company was not represented, and two-thirds of that present did not vote, for the want of proper information and counsel on the subject. That the meeting were ignorant of material facts; they were not advised of the relations of Dennison and Niel to the Piqua Company, and their connection with the bonds, when the vote was taken; and were deceived as to the condition of the Piqua Company. He avers that the bondholders are chargeable with notice of the fact that the endorsement was made before the meeting of the stockholders, and by the authority of the directors only.

The testimony does not convict the defendants-the bondholders of complicity in the negotiations or contracts that preceded the issue of the bonds, nor does any equivocal circumstance appear in their purchase of those securities. It is proved that it is a common practice for railroad corporations to make similar arrangements to enlarge their connections and increase their business. The Cleveland Company had encouraged this practice by precept and example. In a report of their board of directors, in January, 1854, the company were informed of their establishment of a line of first-class steamboats between Cleveland and Buffalo, and of their guaranty of the bonds of other companies for three hundred thousand dollars; of subscriptions for stock to the extent of one hundred thousand dollars, and of promised aid to still another company. They say: 'These companies may need additional assistance, and others proposing to intersect ours may, by a moderate loan of money or credit, be enabled to finish their roads, and establish with us business relations, for the mutual benefit of both parties, while the advances on our part may be made safe and remunerative. Unless advised of your disapprobation, the board will continue to pursue this policy.'

No such disapprobation was expressed as to check the board of directors until the guaranty of these bonds had been sanctioned, in July, 1854, at a meeting of the stockholders. The discussion was confined to the circle of the corporation, until after the failure of the Piqua Company to pay a second instalment of interest. Then the appellant filed this bill.

The frame of the bill implies that this contract exceeds the power of the corporation, and cannot be confirmed against a dissenting stockholder. His authority to file such a bill is supported upon this ground alone. Dodge v. Walsey, 18 How., 331; Mott v. Penn. R. R. Co., 30 Penn., 1; Manderson v. Commercial Bank, 28 Penn., 379.

The usual and more approved form of such a suit being that of one or more stockholders to sue in behalf of the others. Bemon v. Rufford, 1 Simon, N. S., 550; Winch v. Birkenhead H. Railway Co., 5 De G. and S., 562; Mosley v. Alston, 1 Phil., 790; Wood v. Draper, 24 Barb. N. Y. R.

A court of equity will not hear a stockholder assert that he is not interested in preventing the law of the corporation from being broken, and assumes that none contemplate advantages from an application of the common property that the constitution of the company does not authorize.

The powers of the Cleveland Company are vested in a board of directors chosen from the company. They are authorized to construct and maintain their road, and for that purpose can employ the resources and credit of the company, and execute the requisite securities, and are required to exhibit annually a clear and distinct statement of their affairs to a meeting of the stockholders. In the year 1851 a general law relating to railway companies empowered them 'at any time, by means of their subscription to the capital stock of any other company, or otherwise, to aid such company in the construction of its railroad, for the purpose of forming a connection of said last-mentioned road with the road owned by the company furnishing such aid; * *  * and empowered any two or more railroad companies whose lines are so connected to enter into any arrangement for their common benefit, consistent with and calculated to promote the objects for which they were created: Provided, that no such aid shall be furnished nor any *  *  * arrangement perfected until a meeting of the stockholders of each of said companies shall have been called by the directors thereof, at such time and place and in such manner as they shall designate; and the holders of at least two-thirds of the stock of such company represented at such meeting in person or by proxy, and voting thereat, shall have assented thereto.'

This section was re-enacted in the following year, in a general act for 'the creation and regulation of incorporated companies in Ohio,' which last act provides that 'any existing company might accept any of its provisions, and when so accepted, and a certified copy of their acceptance filed with the Secretary of State, that portion of their charters inconsistent with the provisions of this act shall be repealed.' Curwen's Ohio Laws, 949, 1110.

It is contended, that neither of these acts was accepted by the Cleveland Company; that the act of 1852 superseded that of 1851, and that the former could be accepted and become obligatory upon the company only in the mode it prescribed. Both of these are general acts, and were designed to enlarge the faculties of these corporations, so as to promote their utility, and to enable them to accomplish with more convenience the objects of their incorporation. This act of 1851 does not divest any estate of the company, or make such a radical change in their constitution as to authorize the members to say that its adoption without their consent is a dissolution of the body. But for an intimation in an opinion of the Supreme Court of Ohio (Chapman & Harkness v. M. R. and L. E. R. R. Co., 6 Ohio R., N. S., 119) to the contrary, we should have been inclined to adopt the conclusion that the act of March, 1851, might be operative without the specific or formal assent of the corporations to which it refers, and was not superseded by the act of 1852, as to pre-existing corporations. Everhart v. P. and U. C. R. R. Co., 28 Penn. R., 340; Gray v. Monongahela N. Co., 2 W. and S., 156; Great W. R. W. Co. v. Rushant, 5 De G. and S., 290.

The jurisprudence of Ohio is averse to the repeal of statutes by implication; and in the instance of two affirmative statutes, one is not to be construed to repeal the other by implication, unless they can be reconciled by no mode of interpretation. Cass v. Dillon, 1 Ohio R., N. S., 607.

The learned compiler of the laws of Ohio retains the act of 1851 as valid, in respect to the corporations then existing. But as between the parties on this record, the acceptance of those acts may be inferred from the conduct of the corporators themselves. The corporation have executed the powers and claimed the privileges conferred by them, and they cannot exonerate themselves from the responsibility, by asserting that they have not filed the evidence required by the statute to evince their decision. The observations of Lord St. Leonards in the House of Lords, (Bargate v. Shortridge, 5 H. L. Ca., 297,) in reference to the effect of the conduct of a board of directors as determining the liability of a corporation, are applicable to this corporation, under the facts of this case. 'It does appear to me,' he says, 'that if, by a course of action, the directors of a company neglect precautions which they ought to attend to, and thereby lead third persons to deal together as upon real transactions, and to embark money or credit in a concern of this sort, these directors cannot, after five or six years have elapsed, turn round, and themselves raise the objection that they have not taken these precautions, and that the shareholders ought to have inquired and ascertained the matter. * *  * The way, therefore, in which I propose to put it to your lordships, in point of law, is this: the question is not whether that irregularity can be considered as unimportant, or as being different in equity from what it is in law, but the question simply is, whether, by that continued course of dealing, the directors have not bound themselves to such an extent that they cannot be heard in a court of justice to set up, with a view to defeat the rights of the parties with whom they have been dealing, that particular clause enjoining them to do an act which they themselves have neglected to do.'

This principle does not impugn the doctrine that a corporation cannot vary from the object of its creation, and that persons dealing with a company must take notice of whatever is contained in the law of their organization. This doctrine has been constantly affirmed in this court, and has been engrafted upon the common law of Ohio. Pearce v. M. and I. R. R. Co., 21 How., 441; Strauss v. Eagle Ins. Co., 5 Ohio, N. S., 59. But the principle includes those cases in which a corporation acts within the range of its general authority, but fails to comply with some formality or regulation which it should not have neglected, but which it has chosen to disregard.

The instances already cited of the course of dealing of this corporation, and others of a similar nature, of which there is evidence in the record, sufficiently attest that the corporation accepted the acts of 1851 and 1852 as valid grants of power; and it would be manifestly unjust to allow it to repudiate the contracts which it has made, because their acceptance of these grants has not been clothed in an authentic form. The Supreme Court of Ohio have recognised the obligation of corporators to be prompt and vigilant in the exposure of illegality or abuse in the employment of their corporate powers, and have denied assistance to those who have waited till the evil has been done, and the interest of innocent parties has become involved. Chapman v. Mad River R. R. Co., 6 Ohio, N. S., 119; The State v. Van Horne, 7 Ohio, N. S., 327.

We conclude, that the validity of the contract of the Cleveland corporation, under the circumstances, must be determined on the assumption that it was authorized to exert the power conferred in the fourth section of the act of March, 1851, and 24th section of the act of May, 1852.

In deciding upon the validity of this contract, we deem it unimportant to settle whether Dennison was a director of the Piqua Company the 25th February, 1854, when he signed the contract with the committee of the Piqua board of directors; or whether that contract was affected by its ratification by the board after his resignation was entered upon the minutes, or by the subsequent consummation of the contract, in the reciprocal transfer of the securities and payment of the consideration; or whether, as matter of law, the bonds of the Piqua Company, commercial in their form, payable to another party, and issued after his resignation, are null and void.

The contract of the guarantors endorsing the bonds is a distinct contract, and may impose an obligation upon them independently of the Piqua Company. In the absence of a personal incapacity of Dennison to deal with his principal, the issue of the bonds by the directors of the Piqua Company is an ordinary act of administration; and bonds in such form, it is admitted, 'challenge confidence wherever they go.' We perceive no illegality in their delegation to them of the power to determine whether the Ohio or Pennsylvania gauge should be adopted, or their sale of the privilege to adjust the controversies and questions relating to it. Their adoption of the Ohio gauge was a solution of all the difficulties; it enabled the Indianapolis Company to adopt it; it superinduced the resulting consequence of running connections among the four corporations; it secured profits to the guarantors; it imposed the burden of relaying their track upon the Piqua Company. Their contract to adopt this gauge and to form the corresponding connections is a valuable consideration, and the Piqua Company have fulfilled the engagements that Dennison and Niel were authorized to stipulate on their behalf. There is testimony that the bargain was a hard one for the guarantors, and argument that it was probably an unjust one, and possibly fraudulent in reference to the stockholders of the Cleveland Company. But the bill is framed, not to obtain relief from error or fraud in the administration of the powers of the company by their trustees, but against the exercise of powers that did not belong to the corporation, and which the body could not confirm, except by a unanimous vote. Foss v. Harbottle, 2 How., 461; 2 Phil. Ch. R., 740.

We proceed to consider of the effect of the sanction given to the arrangements of the Cleveland Company, through Dennison and Niel, with the Piqua Company, by the vote of the meeting in July, 1854. It is objected that the notice of this meeting was insufficient, and that, unprepared as the corporators were, the proxy appointed by the non-resident stockholders was overpowered by the heat and passion of the directors and their adherents. There is some force in the complaint that this meeting was not conducted with a due respect for the social rights of a portion of the stockholders. But the time, place, and manner of the meeting were appointed by the directors, as the act of 1851 permits. The proxy of the appellant was there, exhibited his instructions, discussed the propositions submitted, and declined to vote, when his vote would have controlled the action of the meeting. Since that time, several annual meetings have been held, at which the appellant was represented. The circumstances of the contract and its effects have been developed, and yet the resolution sanctioning this contract has not been rescinded. It may be that among the stockholders, and within the corporation, the cause of this procrastination and hesitancy to act upon the subject may be estimated properly. But we are to regard the conduct of the corporation from an external position. The community at large must form their judgment of it from the acts and resolutions adopted by the authorities of the corporation and the meeting of the stockholders, and by their acquiescence in them. These negotiable securities have been placed on sale in the community, accompanied by these resolutions and votes, inviting public confidence. They have circulated without an effort on the part of the corporation or corporators to restrain them, or to disabuse those who were influenced by these apparently official acts. Men have invested their money on the assurance they have afforded.

A corporation, quite as much as an individual, is held to a careful adherence to truth in their dealings with mankind, and cannot, by their representations or silence, involve others in onerous engagements, and then defeat the calculations and claims their own conduct had superinduced. The opinion of the court is, that the injunction granted upon the bill of the appellant was improvidently granted, and that he is not entitled to the relief he has sought; and that the decree of the Circuit Court dissolving the injunction and dismissing the bill is correct, and must be affirmed.


text: Talk:Zabriskie v. Cleveland Columbus and Cincinnati Railroad Company/Opinion of the Court


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Page:United States Statutes at Large Volume 45 Part 1.djvu/1992

 INDEX. ccxli' Righu oj Wa~ontinued. granted Vancouver, Wash., on Van.. couver Barracks Military Reser- vation ______________________ _ Pqe. 60 Rincon Indian Ruervation/ Cali/., appropriation f(lr irrigatIon projects on_ 1572 Rinder, H. A., may bridge MiBBOuri River, at Nio- brara, Nebr _________________ _ 708 time extended for bridging Missouri River, at Niobrara, Nebr., by___ 1562 Rindcrput/ approprlatiou for emergency use, eradi- cating, etc________________ 548, 1198 Ringgold Road, deficiency appropriation for paving, Chickamauga, etc., Park to Ringgold, Ga________________ _ 929 amount authorized for paving, an ap- proach to Chickamauga and Chattanooga Park____________ 712 equal amount req uired of Georgia, etc__________________________ 713 acceptance of, and maintenance by, re- quired of the State, etc________ 713 Rio de Janeiro, Brazil, deficiency appropriation for Second Pan American Conference on Highways, expenses of participa- tion, etc_____________________ 912 amount authorized for participating in Second Pan American Confer- ence on Highways at__________ 403 Rio Grande, , appropriation for joint commission on use of waters of, etc_________ 75, 1106 deficiency appropriation for ascertain- ing property damages from flood of, at Hatch and Santa Teresa, N. Mex ____________________ _ for joint commission on use of waters oL_________ ~ _______________ _ 19 29 bridge authorized across, Brownsville, Tex., to Matamoros, Mexico___ 764 consent of Mexico required_______ 764 at Donna, Tex____________________ 1182 consent of Mexico required_ _ _ _ _ _ 1182 at Langtry, Tex_____ ______________ 983 consent of Mexico required_______ 983 at Los Indios t
 * rex- _______________

1183 consent of Mexico required_ _ _ _ _ _ 1183 beto~¥:~a~_TarmstroBot (talk) 01:34, 25 September 2010 (UTC)c _TarmstroBot (talk)_ :. 116 consent of Mexico required_ _ _ ___ 116 at Rio Grande City, Tex__________ 1184 consent of Mexico required_ _ _ _ __ 1184 at San Benito:.Tex________________ 1181 consent of Mexico required______ 1181 at Weslaco, Tex ________________ 471,776 consent of Mexico required ____ .471, 776 at Ysleta, Tex_ ____ _______ __ _____ _ 1017 consent of Mexico required______ 1017 at Zapata, Tex___________________ 387 'consent of Mexico required_______ 387 time extended for bridging, at EI Paso, Tex_________________________ 55 near Tornillo, Tex________________ "65 Rio Grande and Colorado Rivers, appropriation for international commis- sionon use of waters of lower_ 75,1106 Rio Grande City-Camargo Bridge Com- pany, may bridge Rio Grande, at Rio Grande City, Tex____________________ 1184 consent of Mexico required ________, ' 1184 Rio Grande City, T~., Pqe. bridge authorized acrOSl Rio Grande, at_ 1184 consent of Mexico re9.uired_ _ __ _ ___ 1184 Rio Grande Conservancy DUtrict, N. Mez;., deficiency appropriation for coopera- tive reconnaissance work, Indian Pueblos_____________________ 17 Rio Grande Conservancy Project, N. Mez;., Middle, deficiency appropriation for irrigation, flood control, etc., Pueblo Indian lands_______________________ 900 Rio Grande del Norte Intleatment Company, may bridge Rio Grande, at San Benito, Tex_________________________ 1181 consent of Mexico required_ _ _ _ _ ___ 1181 Rio Grande Irrigation Project,N.Mez;.-Tez., appropriation for maintenance, etc., of; unexpended balance for construc- tion available _____________ 229,15g1 amended contracts authorized with irri- gation districts, extending time for paying first construction charges under________________ 785 payments to continue until total construction charge paid_______ 786 existing contracts unaltered except as herein directed_______________ 786 Rio Grande, Pecos, and Canadian or Red Rivera, etc., consent given to compact between New Mexico and Texas, for equitable division of water supply of. __ __ 1502 Federal representative to take part in negotiations, and report to Con- gress________________________ 1503 expenses of, from reclamation fund_ 1503 compact subject to ~pprova1 of each legislature and COngress_______ 1503 Rio Grande, San Juan, and Laa Animas Rivers, etc., consent given to compact between Colo- rado and New Mexico for equi- table division of water supply of. 1502 Federal representative to take part in negotiations and report to COngress____________________ 1502 expenses of, from reclamation fund_ 1502 compact subject to approval of each leltislature and COngress_______ 1502 Ripley Briage Company may bridge Ohio River, at Ripley, Ohio________________________ 769 Ripley, Ohio, bridge authorized across Ohio River, at _________________________ ~_ 769 River and Harbor ImIJrovemenU appropriation for M~mil Fla.., reim- bursement for naroor improve- ments___ ~___________________ 358 for preservation, maintenance, etc., of authorized projects_ _ ___ _ 358, 1379 survey of northern and north- western lakes, etc__________ 358,1379 examinations, surveys, etc _ _ _ _ 359, 1380 preventiIlE injurious deposits, New York Harbor______________ 359,1380 for Muscle Shoals, Tennessee River, Dam No. 2 ___ __ __ __ ___ __ __ 359,1381 for flood relief, Mississippi River_ 359, 1381 for flood controL ______________ 359, 1381 deficiency appropriation for examina- tions, etc____________________ 38 for paying claims for collision dam- ages________________________ 38,930

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Page:United States Statutes at Large Volume 45 Part 1.djvu/1993

 ccxlii INDEX. RiHr and Harbor Improvement8--Contd. Pap. Oakland, Calif., harbor project modi- fied_________________________ 467 Riverrille, Ala., bridge authorised across Coosa River, at__________________________ 754 Riverside, Cali/., . appropriation for Sherman Institute Indian School at __________ 317,1578 deficien:,{ooi:..TarmstroBot (talk) 01:34, 25 September 2010 (UTC)__~o_r__ 01:34, 25 September 2010 (UTC) 901 Riverside County, Calif., lands granted to Cabazo.n Water Com- J!&Ily, water supply, etc., 0'- ___ 435 Riverside Indian School, Anadarko, Okla., deficiency appropriation for boys' dor- mitory________ __________ _ __ __ 901 building for boys' dormitory at, to be erected______________________ 401 amount authorized to be appropri- ated________________________ 401 Rivertoft Irrigation Project, Wyo., appropriation for maintenance, etc., of_______________________ 230,1592 use of power revenues ________ 230,1592 Road Congresses, International, appropriation for quota, etc ________ 75,1107 Road Congresses, Permanent International Association of, deficien:lm:r?:~1:!~O~ _f__e_ 912 invited to hold sixth session in United States_______________________ 378 Road Ma1cing Materials, appropriation for investigations and experiments_______________ 560,1211 Road Management, etc., appropriation for investigations, etc_ 560, 1211 Roads, Bridges, and Trails, Alaska, appropriation for construction, mainte- nance,~tc ________________ 35S, 1379 Roads on Indian Reservations, appropriation for construction, etc.; Indian labor; local cooperatioB_ _ 1586 authorisation of appropriations for con- structing, Indian labor, etc.;not eligible for aid under Highway Act_________________________ 750 Roads, Trai18, etc., National Forests, appropriation for construction, mainte- nance, etc ___________ 555, 1205, 1220 deficiency appropriation for _ _ _____ __ _ 12 authorizations of appropriations for con- structing, fiscal year 19301 19:':L 750 Roads, Trail8, etc., National ParlC8 and . Monuments, appropriation for constructing, etc__ 237, 1601 roads especially provided for _ _ _ __ 237 deficiency appropriation for _ _ ____ 19, 46, 933 Roane County, Tenn. bridge authoriz;;d across Tennessee River, on Decatur-Kingston Road in_____________________ 310 may bridge Emery River, at Suddaths Ferry________________________ 505 Roanoke River, Va., preliminary examination, for flood con- troloL______________________ 1164 Roanoke, Va., appropriation for acquiring new site and erecting public building at_ 181 Robbins. A ., may bridge Mississippi River, at Hick- man, ]{y_____________________ 321 Robbins, A.- Continued. Pap. time. extended for bridging Mississippi River).at Hickman,]{Y;t bY ____ 1532 Robinson and t:ompany, Dwight r., may bridge OhiO River, at Maysville, RObinson,KJ-E~,.:- - - - - - - - - 306 may bridge Tombigbee River, at Coffee- ville, Ala_____________________ 1530 Robinson, Samuel, deficiency appropriation for extra serv- ices ____________________ 4, 866, 1624 Rochester, Pa. time extended for bridging Ohio River, . between Monaca and _________ _ 112 Rock Creek and Potomac Parkway, D. C., appror;.dation for improvement oC_ 679,1275 acquisition of additional lands adjoining, authorized as necessary for park- way connectinlt Ruck Creek, Zoological, and Potomac Parks_ sums authorized for ______________ _ undesirable lands may be excluded __ Rock Creek Park, D. C., 1523 1523 1523 appropriation for acquiring lands con- necting Poto!:1ac and Zoological Parks With ________________ 680,1296 Rock HiU, S. C., deficiency appropriation for public building at _ __ _______________ 1661 Rock I,land Ar.enal, Ill., appropriation for bridges, etc., ex- penses ____________________ 343, 1365 for alterations~ !tc., bridge connect- ing, with Moline, 111___________ 343 balanccs of appropriations for, covered in___________________________ 365 bridge authorized acrOBB South Branch of MiBBiBBippi River, Moline, Ill., to__________________________ 1492 Rock Island, Ill., appropriation for care, etc., Confederate Cemetery at ______________ 355,1375 Rock RilJer, bridge authe·rized acros!:!, at Dixon, 111_ at JanesVille, Wis ________________ _ in Lee County, 111 _______________ _ Rockland, Me., purchase of site for lighthouse depot au- 63 1152 110 thorized aL_________ _________ 1262 Rockport, Ind., bridge authorized &crOBB Ohio River, at_ 472 between Owensboro, Ky., and______ 1322 time extended for bridging Ohio River, between Owensboro, Ky., and__ 146 Rockwell Air Depot, Calif., construction for Air Corps, authorized at__________________________ 749 Rockwell Field, Calif., construction of buildings authorized at__________________________ 1303 for Air Corps, authorized at _____ 749,1305 Rocky Boy Agency, Mont., appropriation for support, etc., of In- dians at. _ _ _ __ __ _____________ 1584 Rocky Mountain National Park, Colo., appropriation for administration, etc_ _ 235, 1398 acceptance of exclusive jurisdiction over territory of, ceded by Colorado_ 1536 rights. ~served to the State and its citizens_ __ ______________ ____ _ 1536 application of United States laws___ 1537 extradition of fugitives from justice__ 1537 assigned to Colorado judicial district. 1537

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Page:United States Statutes at Large Volume 45 Part 1.djvu/1994

 INDEX. ccxliii Rocky Mountain National Park, Colo.- Pqe. Continued. punishment of offenders against State laws________________________ 1537 prohibition against unauthorized hunt- ing, fishing, etc_______________ 1537 re~tions to be prescribed________ 1537 eVidence of violatlons______________ 1537 punishment for specified violations of provisions hereoL_____________ 1537 forfeiture of guns, traps, etc., ille- gally used____________________ 1538 commissioner of Colorado district court to be appointed for jurisdiction therein_ _ _ ____ ___ _____ __ __ ___ 15~8 judicial powers of, in violations of rules, etc____________________ _ appeals to district court ________ _ procedure in criminal cases; baiL_ service of process by marshal for the 1538 1538 1538 district_ ____ ___________ ______ 1538 summary arrests, if taken in act of violating law _ ________________ 1538 pay of; residence required; disposal of fees, etc__ ____ __ ______ ____ _ 1538 payment, etc., of United States fees, etc__________________________ 1539 deposit of fines and costs with clerk of district court_ ______ __ __ __ _ 1539 acceptance of cession________________ 1539 Rocky Mountain SpoUed Fever. appropriation for prevention of epi- demic ____________________ 174, 1040 Rood, Lieutenan' H. C ., Navy, gold medal awarded, for achievement in . f irst successful trans-Atlantic flight________________________ 1158 Roger8 Brother8 Company, may bridge Ohio River, at AshJand, ]{y__________________________ 152 Roger8, John Jacob, late a Repre8entative in. Congre88, deficiency appropriation for pay to widowof ____________________ 1623 Rome, Italy, appropriation for International Insti- tute of Agriculture at________ 72,1102 for International Office of Public Health aL _________________ 72,1103 ROlle, Henry M., appropriation for, assistant secretary of the Senate_______________ 517,1387 Roeebud Agency, S. Dak., appropriation for support, etc., of In- dians aL__ ~ _________________ 223 for office building__________________ 1567 balance due for cattle purchased by Indians of, canceled___________ 380 R08ebud Indian H08pital, S. Dak., appropriation for support, etc., of__ ___ 1582 R08ebud Sioux Indians, S. Dale., per capita paymellt to_______________ 497 Roseville, Calif., rate of Army transportation on land grant railroad from East Port- land, Oreg., to________________ 722 ROllllville, Ga., deficiency aJ>propriation for 'paving Dry Valley Road to Chicka- mauga, etc., Park, from _____ 929,1666 amount authorized for paving Govern- ment road from Saint Elmo, Tenn., to_ _ ___ ____ _____ ______ 430 ROlllfville, Ga. -- Continued. Pap, amount authorized for paving, etc.; title for road, and its maintenance to be accepted by Georgia and Ten- nessee________________________ 430 Rough River, Ky., preliminary examination, for flood con- troloL______________________ 1164 Round Valley Indian8, Calif., appropriation for support, etc., of Indians at__________________ 222,1383 Rouses Point, N. Y., appropriation for public building______ 1043 deficiency appropriation for public buildin~ aL _______ __ ____ ____ _ 923 bridge authorized across Lake Cham-' plain, at_____________________ 512 Lake Champlain, between, and Al- burg,Vt__________ ____ ____ ____ _ 1178 time extended for bridging Lake Champlain, at_________________ 1532 Rowan, J. L., may bridge Ohio River, at Shawnee- town, IlL____________________ 478 Roxboro Place NW., D. C., appropriation for paving, etc., Fifth to Eighth Streets; from gasoline tax fund_____________________ 1270 Rubber, appropriation for developing standards of quality, etc., oL __________ 92,1122 deficiency appropriation for investi- gating sources of crude________ 933 Rubber Producing Pwnts, appropriation for experiments, etc., in potential__________________ 550, 1201 Rubey, Thoma8 L., late a Representative in Congres8, deficiency appropriation for pay to widow oL____________________ 1601 Rules of the House of Representatives, appropriation for preparing Digest oL_ 520, 1390 Rulo, Nebr., bridge authorized across Missouri River, at____________________ 390 time extended for bridging Missouri River, at______________________ 1524 Rumania, appropriation for minister to _______ 65,1096 Rural Delivery, P08tal Service, appropriation for post routes, etc., maps; sale________________ 192,1054 for camers, expenses, etc_______ 192,1055 deficiency appropriation for________ 50,910, 936,938,1611, 1620, 162~ 1650 purchase authorized of community mail boxes, etc., on selected rural mail routes______________ 985 units and spaces rented to patrons of the service___________________ 985 Rural P08t Roads, appropriation for constructing, in co- operation with States_______ 569,1221 additional authorizations of appropri- ations for aiding construction of, in 1930, 193L________________ 750 amount of Federal aid in States having area of over 5 per cent of lID- appropriated, and nontaxable Indian lands_ _ _ _____ ________ _ 683 Rural Sanitation, appropriation for investigation, etc., of, by Public Health Service_ 175, 1040

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text:
Orient Mutual Insurance Company v. Wright

THIS case was brought up by writ of error from the Circuit Court of the United States for the district of Maryland.

The facts are stated in the opinion of the court.

It was argued by Mr. Hamilton and Mr. Cutting for the plaintiff in error, and by Mr. Brent and Mr. May for the defendant.

The arguments chiefly turned upon the point when under this policy the risk commenced. The counsel for the plaintiff in error contended, that it did not attach until the assured paid such premium as should be in good faith named by the insurer as an adequate compensation for the risk to be assumed. The counsel for the defendant in error contended, that the contract was irrevocable the moment the premium and extension was reported and approved.

1 Parsons Contracts, 406, 407, note K.

Tayloe v. Merchants' Insurance Company, 9 How., 390.

The contract is not the less complete, because an increased premium was left open for subsequent agreement.

This was decided in United States v. Wilkins, 6 Wheat., 135, and not overruled, as supposed, in 17 Ohio, 192.

But here is an express obligation to pay an increased premium, and that is itself as good as if the increased premium had been paid at the time-promise for promise is a good consideration.

1 Parsons Contracts, 373-376.

19 Howard, 323.

Mr. Justice NELSON delivered the opinion of the court


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Page:United States Statutes at Large Volume 45 Part 1.djvu/1995

 ccxliv INDEX. Rurol Sanitalion--Continued. Pap. appropriation for investigation, etc.; demonstration work subject to local cooperation ___________ 175,1040 deficiency appropriation for studies in, ete., by Public Health Service ___________________ 91~ 1654 Rualu!ilk, Ind., appropriation for public building___ 181, 1043 RWBell, A. J., eec., may bridge Mississippi River at, Bet- tendorf,Iowa_________________ 759 time extended for bridging Mississippi River, at Bettendorf, Iowa, by__ 1512 RWBia, ' deficiency appropriation fol' recovery, etc., of bodies of American sol- diers buried in________________ 1667 Rutland, Ve., deficiency appropriation for public building at___________________ 1661 Ryan, Lieutenant Thoma.8 J., Navy, deficiency appropriation for reimburse- ment to, for loss of personal effects_______________________ 24 s. "S-4" and "S-51," United Statu Ship', recognition of meritorious services of officers in salvage of___________ 1228 S Strut NW., D. C., appropriation for paving, etc., Thirty- eighth to Thirty-ninth Streets; from gasoline tax fund_________ 1269 closed-! west 'of 39th Street___________ 890 Sabine rIJBtI, Tu., deficiency appropriation for quarantine station, site and buildings______ 1661 Sabine River, bridge authorized across, at Burr Ferry, La___________________ _ at Merryville, La________________ _ at Pendleton's Ferry. Tex. and La__ at Starks, La____________________ _ between Vernon Parish, La., and 976 387 611 767 Newton County, Tex__________ 1083 Sabula, Iowa, time extended for bridging Mississippi River, at Savanna, Ill., to___ 297, 1158 Sac and Foz Agency, Iowa, appropriation for support, etc., of Indians at_________________ 222,1583 use for payment of taxes, ete., for- bidden_______________________ 1583 Sac and Foz Agency, Okla., appropriation for support, etc., of Indians at_________________ 223,1584 Sac and Foz Indian Sanatorium, Iowa, appropriation for maintenance, etc., of; X-rayequipment___________ 220,1581 for improvements, etc_____________ 220 Sac and Foz Indiam, Iowa, appropriation for irrigation system for lands of______________________ 1574 Sacaton, An•., appropriation for irrigation system, lands of Pima Indians near__ 210,1573 Sacramento, Coli/., deficiency appropriation for public building at__________________ _ terms of court at___________________ _ 1661 1424 1425 clerk's office to be open all the time_ Sacramento Riller, appropriation for flood controL ____ 359, 1381 Sacramento River-Continued. appropriation for return to California, contribution for flood control oL project for flood control of, modified __ _ total Federal contributions to..%, limited SuJe Deposit Boze, or VauU8, D. t:., P ••e. 1381 539 539 hired in the names of two or more per- sons or either of them, right of access and deliverr. of property authorized to either person, whether other liviug or not_____ 534 bank, etc., relieved of liability for permitting such access, etc____ _ no withdrawal, etc., until order of court, . if writ of attachment served on bank, etc____________________ _ Safety of Life at Sea, Internationol Con- ference on, 534 534 deficiency. appropriation for partici- patmg m_____________________ 1612 sum authorized for expenses, partici- pating in Conference for_______ 1016 Safety of Railway Operatiom, appropriation for investigating, etc., systems to promote_________ b81,1239 Saint Albam Nitro Bridge Company, may bridge Kanawha River, at Saint Albans, W. Va________________ 473 time extended for bridging Kanawha River, at Saint Albans, W. Va., by___________________________ 1527 Saint Albana, W. Va., bridge authorized across Kanawha River,at____________________ _ 473 time extended for bridging Kanawha River, at___________________ ~_ 1527 Saint Charle8, Ill., may bridge Fox River ______________ _ Saint Char~, Mo., bridge authorized across Missouri River, 383 near________________ ~_ __ __ __ _ 1511 Saint Clair Riller, bridge authorized across, at Port Huron, Mich ______________ 454,1483 Saint Croiz Chippewa Indiana of WiB- conain, appropriation for fulfilling treaty with, ete_______________________ 226, 1587 Saint Croi:!; Interstate Bridge Company, may bridge Saint Croix River, near Grantsburg, Wis_____________ _ Saint Croi:!; River, 702 bridge authorized across, near Grants- burg, Wis____________________ 702 at StillwaterJ,Minn________________ 1172 Saint ElizabethB lt03pital, D. C ., appropriation for general expenses_ 241, 1605 monthly payments for District patienta z etc____________ : _ _ 242, 1605 deposit 01 receipts to credit of fund ______________________ 242,1605 allowance for quarters, heat, light, etc., of superintendent, etc_, living at hospital, continued with- out deduction from salary_____ 1606 for completion of medical and surgi- cal building, etc_ _ _ ___________ 1606 for support of District of Columbia indigentinsanein__________ 677,1293 for deporting nonresident insane; ad- vances____________________ 677,1293 deficiency appropriation for support of indigent District insane in_ 10,892, 1631 for expenses__ _______ ____ ____ _____ 1617 for salaries, 1929_ _ ___ _______ _____ 1684

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text: Talk:Orient Mutual Insurance Company v. Wright


text:
Page:United States Statutes at Large Volume 45 Part 1.djvu/1996

 INDEX. ccxlv Saint Elizabeth. Ho.pito.l, D. C-Contd. Psp. American citizens declared insane in Canada, whose legal residence not known, to be transferred to, for treatment__ __ ____________ 1495 when residence ascertained, to be then transferred there_________ 1495 may have hearing, etc., in District of Columbia Supreme Court as to mental condition_____________ 1495 Saint Elmo, Tenn., deficiency appropriation for paving GOvernment road, to Rossville, Ga__________________________ 929 amount authorized for pavin~ Govern- ment road from, to Rossville, Ga__________________________ 430 title for road, and maintenance to be accepted by Tennessee and Georgia__ ____________________ 430 Saint Franci., Ark., time extended for bridging Saint Fran- cis River, at__________________ 1255 Saint Francie Levee Di4trict, Ark., special assessments, based on estimates of benefits from local levee and drainage districts within, con- sented to____________________ 1410 State laws for enforcement made applicable_ __________ ___ ____ _ 1411 not applicable to Government land until purchaser, etc., entitled to patent_______________________ 1411 levy, etc., not to operate against the United States; and only in force when title has passed to entry- man________________________ 1411 all levies, etc., in accordance with Arkansas laws, confirmed, etc__ 1411 lands purchased by districts, under foreclosure of liens, to be pat- ented thereto on payment of price, fees, etc________________ 1411 in future foreclosure and purchase by the districts, to have patents iBBued on exemption of redemp- tion period.__________________ 1411 Saint Francie River bridge across, in Poinsett County, Ark., legalized_____________________ 442 time extended for bridging, at Saint Francis, Ark_ ________________ 1255 Saint Francie River and Tributaries, project for flood control of, to be sub- mitted_______________________ 538 Saint John River, bridge authorized across, between Fort Kent, Me., and Clairs, New Brunswick___________________ 1321 Saint J ohne, N. Dak., appropriation for public building___ 923, 1043 Saint Joseph, Mo., may bndge MiSBouri River~,between Buchanan County MO., and Doniphan County, kana_______ 54 Saint Jo.eph'. Roman Catholic Church, Baton Rouge, La'1 granted patent for land m former garri- songrounds__________________ 751 former reservation for military pur- poses repealed________________ 751 parcel of ground of, excepted from patent to Louisiana State Uni- versity______________________ 595 Saint Julien8 Creek, Va., Pap. appropriation for naval ammunition de- pot, public works_____________ 636 Saint Julien's Hospital, Saint IgnatiUS, Mont., payment to, for medic~ etc., services to members of .l.'lathead Tribe, Mont________________________ 222 Saint Lawrence River, bridge authorized across, near Alex- andria Bay, N. Y _____________ 1552 at Morristown, N. Y ., and Brock- ville,Ontario_________________ 1482 lights on boats navigating only on, to be prescribed____________________. 593 Saint Louis County, Mo., bridge authorized across MiSBouri River, in___________________________ 962 Saint Louis Indian Mission Boarding School, Pawhuska, Okla., appropriation for support; renewal of contract __________________ 220,1580 Saint Louis-Kaneas City Short Line Railway Company, • may bridge Missouri River, at Arrow RoCk, Mo___________________ 1511 near Saint Charles, Mo____________ 1511 Saint Louis, Mo. appropriation for courthouse, etc., con- struction ____________ __ __ ____ 1043 defieiency appropriation for site, build- ing, etc., for courthouse, etc____ 918 for post office, etc., building________ 1661 Saint Louis River, reconstruction authorized of bridge acroBB, from Rices Point, Minn., to Connors Point, Wis_________ 286 Saint Maries, Idaho, appropriation for graves of national forest fire fighters buried at_ _ 553, 1203 Saint MarkB, Fla., town site of, to be surveyed into lots, streets, etc___________________ 254 appralsaldirected_________________ 254 on approval of, lots to be sold to highest bidder for cash; disposal of unsold lots at private sale___ _ 254 square reserved for town cemetery__ 254 selection by municipality for public park authorized______________ 254 Saint MarY8 River, Ohio, preliminary examination, for flood con- troloL______________________ 1164 Saint Paul, Minn., deficiency appropriation for new post office, etc., building at_______ _ Army property granted to___________ _ pnce; tune of payment, etc_______ _ 1661 956 956 proceeds to credit of military post construction fund_____________ 956 time extended for bridging_ MiSBiSBippi River, at Minneapolis and __ 293,1185 Saint Peter.burg, Fla., defiCiency appropriation for dredging
 * J.~:~__01:35, 25 September 2010 (UTC)! __TarmstroBot (talk)_: 1667

Saint Tammany Pariah, La., bridge a',lthor!zed across Bogue Chitto River, m_____________________ 753 removal when abandoned__________ _753 Saint Vincent'8 Home and Schooll.D. C., incorporated; name of Saint vincent's Orphan Asylum changed to____ 945 property vested in new corporation__ 945

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