# Southern Life Insurance & Trust Co. v. Lanier

> Supreme Court of Florida · January 15, 1853 · 5 Fla. 110

URL: https://www.frixlaw.com/law-library/cases/4912895

## Case

- **Full name:** The Southern Life Insurance and Trust Company v. Augustus H. Lanier
- **Court:** Supreme Court of Florida
- **Decided:** January 15, 1853
- **Citations:** 5 Fla. 110
- **Precedential status:** Published
- **Opinion:** Dissent by Anderson
- **Judges:** Anderson, Semmes
- **Cited by:** 20 later opinions in the Frix Law Library

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## Opinion text

ANDERSON, C. J.,
delivered the following dissenting opinion:
I differ with a majority of the Court in the conclusions to which it has come; and the importance of the case and the general interest of the questions involved in it, induce me to regard it as my duty to give somewhat at length the reasons which have prompted my dissent.
The respondent, under the privilege given by our statute of 1828, insists in his answer, “ by way of demurrer to the “ said bill of complaint that the State of Florida, who is “ set forth in said bill as one of the complainants, has no “ interest in the subject matter of the said bill of com- “ plaint.”
The judgment of the Court upon this demurrer does not seem to. have been asked for by either party until the final hearing of the cause.
I differ from the Court in their judgment upon this demurrer, and regard it as a sufficient answer to the present bill, notwithstanding the counsel of the respondent expres » *167 sed a desire to have the case decided upon its substantial merits, and not sent back for a defect that may allow of amendment. Objections not intended to be pressed should not be put upon the record, or if put there inadvertently, 'should be waived with the same formality. I regard it as our duty to decide upon the record as presented to us.
That the misjoinder of a co-plaintiff is a fatal error when taken advantage of by a demurrer or plea, is a familiar and well settled principle of equity pleading and practice. Story’s Eq. Pl., § 544; Mitford Eq. Pl., p. 399; King of Spain vs. Machado, 4 Russ., 228; Cuff vs. Platell, 4 Russ, 242.
To my mind, it is apparent on the face of the bill that tbe State of Florida has no interest in the. subject matter of this controversy, for though it is doubtless true as stated by complainant’s counsel, that the demurrer admits the facts as set forth in the bill, yet when legal inferences are set forth as facts, though they may be called facts, it is our duty to regard them in their true light as matters of law and not to receive them as true unless they are so. A demurrer confesses matters of fact only and not matters of law. Ld. Raymond, 18.
"When for instance, the complainant speaks of the liability of tbe State of Florida on the bonds of tbe company, as a necessary consequence of the guarantee given by tbe agents of tbe Federal Government when acting as a Territorial Legislature in Florida, this liability, though assumed as a matter of fact, is but a deduction of law, aud therefore it is not admitted to be true by tbe respondent’s demurrer. The real facts set forth, such as the guarantee made by the Territorial Government, and the deposit of the certain bonds with the Governor of tbe' State, may be true, and are admitted to be so, but they do not warrant the complainant in making a co-complainant of the State of Florida, *168 apart from the legal conclusion, which he has assumed as facts.- ■ ,
I do not mean to discuss here the soundness of this legal conclusion. It is enough for my present purpose to distinguish it as a matter of law, rather than a matter of fact, and that as such, it is not admitted by the demurrer. Upon the face of the bill then, .admitting all the facts there alleged to be true, it does not appear that the State of Florida has any interest in the bond or mortgage or promissory notes of the respondent, and there can be no doubt that on a general demurrer under the authority of the case of the King of Spain vs. Machado, the bill would have to be dismissed. For I do not consider as at all tenable the position assumed by complainant’s counsel, that the bill can be defended from the imputed defect under the legal maxim that a mere scintilla juris will justify the joinder of a co-plaintiff.
The maxim is true, but its application in this case is unwarranted. If the State of Florida has any interest in these bonds and mortgages at all, it is far from being a slight one* It is either nothing or of great importance. It can in no correct sense be called a spa/rki The alleged deposit of the securities with the Governor could scarcely give to the State any interest which it had not otherwise. Such a deposit could only be with the incumbent as an individual, not as a representative of tbe State. Though there is no general demurrer in this case, the respondent lias insisted in liis answer, on the special matter of which I have been speaking, by way of demurrer. Tbe statute of 1828 authorizes him to do so. That statute provides that “ the defendant may, in all cases, instead of filing a “ formal plea or demurrer, insist on any special matter in u his answer, and have the same benefit thereof as if he had *169 “ pleaded tlie same mattery or had demurred to thfe bill.” Tbomp. Dig., 458;
I cannot perceive that the respondent having availed himself of this privilege, stands beforfe ns in ány different attitude than if be bad demurred to the bill.
the fact of this misjoinder seems to be but very faintly denied, but the complainant seeks to evade thfe consequences of the defect by alleging that a Court -will hot allow ail objection of this sort, beihg iu the nature of matter irt abatemfent, to ju'evail in the last stage of a causé, wheii justice can be doné to all parties. the Court was referred to Stofy’s Equity Pleadings, Sec. 287, which says : “ It is “ not safe iu any case to rely upon the mere bon-joiilder or “ misjoinder of parties as an objection at the bearing, for “ if the Court can make a decree at the bearing which will “do éntire justice to all the parties, and not prejudice “ their rights* notwithstanding the non-joinder or misjoin- “ der, it will not then allow the objection to prevail.” the extension of the quotation a line of two more would have shown the true meaning of the Commentator. “ An ob- “ jection,” be continues,' “ Of this sort should be taken by “ demurrer,, plea or answer.” He evidently means to coniine bis caution to those cases where the defendant seeks to take bis adversary by surprise, and starts bis objection! orally, at the very last moment.
This was not so in the éase befof’e us. the objection is made and insisted upon by the respondent in the very opening of bis defence, when the complainant, if be bad so chosen,- might have bad leave to amend arid thus avoid the consequences of bis mistake. lie did not choose to do so; The matter of demurrer was set down for bearing, with the answer in which it was rightfully embodied, and the complainant went to the hearing with full notice of the objec *170 tion, and of tlie purpose of respondent to urge it. I think he should abide the consequences he has braved.
I do not mean to be understood as saying that the Ohancellor’s decree below was justified by the misjoinder alone. It was sufficient to make him dismiss the bill, but without .prejudice to the right of the Southern Life Insurance and Trust Company to file another bill; or, under the particular circumstances of the case, he might have given leave to amend at the hearing.
The order of dismissal having been a general one, I will proceed to show why I think, in opposition to a majority of the Court, that it was fully sanctioned by the other matters in the record.
The respondent, while admitting the execution and delivery of the bond and mortgage, charges that they are null and void, mainly because the complainant had no right to sell to him the stock which was the consideration for his indebtedness — that no consideration, therefore, passed to him, and the contract was illegal.
In regard to his other defences, I concur with a majority of the Court, and shall therefore confine myself to the consideration of the one just recited, as it is upon this point that I differ with my brothers.
I take it to be undeniable that “ a corporation created “ by statute can do those acts and exercise those powers “ only which are conferred on it by its charter, or which a are necessary to enable it to perform its functions and u fulfill the purpose of its creation, or which flow by neces- “ sary implication from some power granted.” 4 Ala. Rep., 562 .'
“ The exercise of the corporate franchise being restrict- “ ive of individual rights, cannot be extended beyond the ' u letter and spirit of the act of incorporation.” Beattie vs. Lessee of Knowles, 4 Pet. R., 152.
*171 “ A corporation is confined to the sphere of action limit- u ed by the terms and intention of the charter.” Angell & Ames on Corp., 68; 12 Wheaton’s Rep., 64; 4 ibid, 518; 6 ibid, 593.
These stringent rules of restraint may be legitimately carried yet further, for when a mode is prescribed in the charter for the action of the corporation, that mode must be used, and any other is unlawful. Chief Justice Marshall, in the case of Head and Amory vs. the Providence Insurance Company, said, in speaking of the power of corporations : ££ The act of incorporation is to them an ena- “ bling' act — -it gives to them all the powers they possess ; “ it enables them to contract, and when it prescribes to £t them a mode of contracting, they must observe that u mode, or the instrument no more creates a contract than “ if the body never had been incorpated.” 1 Pet. Cond. Rep., 375.
These rules are well established, and we may proceed at once to apply them as a test to the contract in question.
Let us inquire, then,
1st. If the contract was such an one as the Company, by its act of incorporation, was enabled to make or cause to be made;
2d. Whether the charter of the Company prescribed a mode of making such a contract, and, if so, whether it was observed in this instance. An examination of the act of incorporation in reference to these points, will enable us. to determine the character of the contract and the sufficiency of the respondent’s defence.
I have no difficulty in relation to the first proposed inquiry. There was an express provision in the charter in reference to the particular stock bought by Lanier. The 3d section of the amendatory act of 1838 provides “ that
the Company may, in their discretion, authorize any of *172 “ the stockholders to surrender their certificates of capital “ stopk, and take an. amount of certificates of full stock equal to the amount of payment on the stock so. snrren- “ dered, and the said Company may hold or re-issue such overplus stock,” Thonsp. Dig., 317.
The record shows that the stock purchased by Lanier, was stock surrendered under the provisions of this section, find as the authority to refissue is expressly given, there can bq no quqstio.n of the authority of the company to contract with Lanier for the sale of'the stock, if they contracted in the prqper mode and through the proper agents. In re-issuing thq stock to Lanier, they were.'only doing what their charter enabled them to do.
Before, proceeding to the second inquiry, let us define in precise and accurate terms, what was done by the company in this transaction, and we shall thereby better understand whether any particular mode was prescribed by tbe charter in which that particular thing should be done.
The thipg done was the re-issue ofstock which had been surrendered under tbe license grantee! in tbe amendatory act of-1838, and it was done under that clause of the -act Tyhich allowed the company to hold or. re.-issue. the same, stock. It was done directly by the company without the agency or intervention of tfie, commissioners, and the company received from Lanierpn payment of this stock, hisbond find mortgage. Is there any mode for doing, this, prescribed in thp charter, different from the one adopted? The. affirmative is maintained by the respondent, and it is upon the maintenance of this affirmation that his counsel chiefly pelies.-
The inode may be prescribed dire,ctly or indirectly. As pothing is said in tbe act of 1838. which authorizes the reissue of the surrendered stock, as to the mode in which the pe-issue was to be made, and the surrender and re-issue *173 were not contemplated in the original act, it must be admitted that there are no direct instructions as to the mode in which such stock shall be sold, and we must look into the several acts to see if the mode js prescribed indirectly any where by the legislature. If it be so, those instructions, though indirectly made, are as imperative and obligatory as if made in direct terms.
In the 9th section of the act of incorporation, Lott Clark, Hubert Raymond Reid, and Thomas Douglas, are appointed commissioners to open books for subscriptions to the capital stock. The 12th section prescribes that each subscriber, at the time of subscribing, shall pay to the commissioners ten dollars on each share by him subscribed, and that in three years the whole amount shall be paid, The last clause of this section is ■ so material to the argument that I will transcribe it at large. It is in these words: “ The shares of every stockholder omitting to make such “ payment, shall be forfeited, together with all previous “ payments made thereon, and the books shall be again “ opened as directed in the 9th section for subscription, “ and so from time to time until all shares are subscribed “ and paid for.”
The last clause of the 9th section prolonged the authority of the commissioners for three years, in case the whole stock should not b,e taken within that period, and the clause just recited from the 12th section further extends their authority in reference to the forfeited stock till all shares are subscribed and paid for. %
It is now important to inquire in what respect, if any, this forfeited stock, whose re-subscription is thus provided for in a mode plainly and directly presented, differs from the surrendered stock spoken of in the 3d section of the amendatory act of 1838. To forfeit is to lose the right to, possess, by some neglect or crime — to surrender in the. *174 sense liere used, is to give up the right to possess, voluntarily, and not as a penalty for neglect. The original charter enforced the surrender of unpaid for stock, as a penalty —the amended charter allowed the surrender without the penalty. The forfeited stock became subject to re-subscription under the charter, as the surrendered stock did to re-issue under the amendatory act. In all respects, except as to relief from the forfeiture of moneys already paid, there was an identity in the forfeited and in the surrendered stock.
Again, what would have become of this surrendered stock if the act of 1838 had not passed? Those who did not duly pay their instalments would have forfeited it, and the books would have been again opened by the commissioners, and each new subscriber would have been required, to pay ten per cent, at the time of subscribing, and the whole price within three years. If this surrendered stock then, but for the amendatory act, would have been necessarily forfeited for non-payment, and afterwards disposed of in the mode just mentioned, then if there is any change in the mode of its forfeiture and subsequent re-issue, it must be authorized by that act. The main object of that act is obviously to relieve the stockholders who had made partial payments, from the penalty imposed by the original act, and neither its terms nor its spirit, in any part of it, indicate the intent of the legislature to change the mode in which the surrendered stock should be re-issued. The simplest rules of construction require that in the interpretation of an amendatory act, reference should be constantly had to the act designed to be amended, and the amending act should not be understood as importing a greater change than its obvious intent and meaning indicate. The purpose of the 3d section of the act of 1838 was to relieve the subscribers from a penalty imposed by the original act. *175 and no more. To this purpose, its' operation should be confined, since neither its letter nor spirit import any thing ipore.
It will be observed, too, that the change proposed in this section is discretionary, not mandatory — discretionary both with the company and with the stockholder, for both were only permitted, not required, to receive or to make a surrender of stock. It might very well have happened after the passage of that act, that either the company or the stockholder would have declined to exercise the discretion allowed, and in that case, unpaid for stock would have been forfeited and subject to the original conditions of re-subscription. And yet it is supposed that the exorcise of the discretionary privilege offered by the amendment, has wrought a radical change in the stock given up, so as to release it from all rules, regulating the mode of re-subscription originally imposed in view of the public policy and interests.
The conclusion to which this reasoning leads us, is sought to be avoided by making an essential distinction in the character and condition of the original stock for which the commissioners were authorized to take subscriptions, and this surrendered stock which “ the said company may re-issue.” This distinction is based on the assumption that the commissioners were only employed to adopt the initiatory stops for putting the corporation into existence, and that their functions then ceased. Such, I am very clear, was not the design of the legislature.
The 11th section provides that the Governor, after being duly notified of the subscription of the entire stock, the actual payment of $200,000, the appointment of trustees and their readiness to commence business, should make proclamation, and on its publication the company should commence business. At this point, when all the stock had *176 been subscribed, arid tie company fully organized, if it had been intended to transfer the duties of the commissioners t'o the company, it would have been appropriate to terminate theii1 official existence, either by express words or by making no further mention of them or their duties. But the 12th section, indicating the anxiety of the legislature, that the whole capital stock síiould be paid for within three years aftei’ subscription, provides for such payment under the penalty of forfeiture, and jealous lest the corporation might not take the new subscriptions for the forfeited stock, in the mode prescribed by law, express provision is made that “ the books shall be again opened as “ directed in the Stir section for subscription, and so from “ time to time until all shares are subscribed and paid for.” The 9th section, it will be recollected, provides that the subscriptions shall be taken by the commissioners.
The reason of this caution is sufficiently obvious, and I cannot see why the same salutary care should not have been intended in reference to the surrendered as well as the forfeited stock. All subscriptions to the forfeited stock, though made after the perfect organization of the Company, are by express enactment to be made precisely as subscriptions to the original stock, and, what is more pertinent to the argument, the same system is perpetuated until “ all sha/res a/re paid for.” Where is this system which involves the constant agency of the Commissioners, in taking subscriptions till the lastsha/re of stock is paid for — ■ where is it abandoned ? And what is there in the amendatory act to warrant us in supposing that the legislature designed to place the surrendered stock beyond the operation of this conservative provision? It is undeniable that the provision which makes the Commissioners the sole agents in receiving subscriptions to stock, and in express terms keeping that agency alive not only until the stock *177 is subscribed for, but until those subscriptions are, actually jiaid up in full — it is undeniable^ I say, that this provision embraces all the stock of the Company; and there1fore the surrendered stock, unless an exception be somewhere made. There is nothing in the amendatory act to indicate such an exception. Its primary object was to relieve the non-paying subscribers from forfeiting their previous payments, as well as .their stock; and to understand it as at the same time changing the mode in which the relinquished stock should be re-issued, is to suppose that the Legislature had abandoned all the guards and restrictions so clearly contemplated and so carefully provided for in the previous enactment. Such au inference is not warranted by the language of the-section,, nor by any indication of the Legislative will to be anywhere found in the act, and leads to too essential and radical a change in the public policy to be justified by mere implication.
It is said in answer to these suggestions, that authority is expressly given to the Company to re-issue the stock after surrender, and it is thence inferred that the stock was held by the Company as its own property, for it is said that it belonged to the Company, and that it might be disposed of at its pleasure. This might be if the stock, after surrender and before re-issue, was property at all. But there is a fundamental difference between stock after the terms of its purchase have been complied with, and it has become the property of the subscribers; and when it is as property yet in embryo, and only subject to acquisition. Stock may be defined to be a portion of the chartered privileges granted by the act of incorporation. These privileges are granted on certain conditions, and until the conditions are performed, the grant is incomplete, and no property jDasses out of the grantor. The stock surrendered to the company under .the provisions of the act of 1838, could *178 in no sense be regarded as tbe property of tbe company, though the company was authorized to hold or to re-issue it. It could in its then condition he the property of no one. It was only the representative of a portion of the chartered rights which the sovereign was ready to bestow upon certain conditions, hut which could not pass out of the sovereign till the conditions were complied with. It was therefore not the property of the company, and their right to re-issue and transfer property in it to another, could not be separated from the appointed mode of transfer' — a condition imperatively necessary to its very existence as property.
I might perhaps stop here, and conclude that as a mode was prescribed by the charter, in which all forfeited or surrendered stock should he re-issued until the whole was paid for, and as the contract with Lanier for the sale of stock, was made in another mode, it was therefore invalid, but in examining the several acts, I find another injunction of the legislature, which has been palpably violated in this case, and which seems to me of much importance, though not noticed by counsel on either side. It will he perceived that there is apparent throughout all the several acts a determination on the part of the Legislature that the stock subscribed for should be paid for before a definite period — that period extended indulgently from time to time, hut always made well defined and fixed. The incorporating act of 1835 requires that all the stock shall he paid for within three years, under the penalty of forfeiture —the acts of 1836 and 1837, passed doubtless at the solicitation of the Company, extend the period for calling in the instalments, subsequent to the ten per cent, cash instalment, one and two years respectively. In 1838, the Company applied for further indulgence, when the provision was made for consolidating the stock. At the same *179 time, tlie postponement of instalments, which had been the chief purpose of the acts of 1836 and 1837, was fixed upon a permanent though indulgent basis. Modifying the policy of exacting full payment for the stock within three years from 1835, and within one and two years thereafter, the 5th section of the act of 1838, being the final provision on the subject, provides that “the said Company may call “ in the residue of their capital stock at any time within “ the period of five years from and after the 1st day of Jan- “ nary, 1839.”
The language here, though permissive only, is a qualification of the imperative language of the 12th section of the original charter, and it imports that the application of the imperative requisition of full payment on the stock maybe postponed from the time first fixed to the period here indicated. The legislature clearly intended, as no doubt the public interests demanded, that the stock in this institution should not be merely nominal, but should be paid for in full before a fixed time, and having, from, time to time, at the solicitation of the Company, enlarged the term of final payment, their indulgence was” at length exhausted, and five years from the first day of January, 1839, was definitively fixed upon as the latest day to which the full payment on the stock should be postponed. That this is the sense in which the word call is used in this section is clear, from the relation in which it stands to pa/ymml in tlie act of 1837.
A sale made by the trustees of the stock, by which they contracted that no part of the consideration money should be required until after the full time had elapsed which had been authoritatively fixed as the utmost period to which the last payment should be postponed, is surely without authority from the charter, and if without such authority, js necessarily void, from the utter impotency of the con *180 tracting party to make such a contract. Tet such is the contract made with Lanier. He is sold one hundred shares of stock, on the consideration that he will pay for them within five years from the 80th July, 1839, while the utmost ability of-the Company — all its power being derived from the charter — was to sell its shares of stock for a consideration to be paid, in full within five years from the 1st of January of the same year. Here we find two parties contracting with each other upon conditions expressly prohibited by law, and yet one of them comes into! a Court of Justice and solicits its aid to enforce this contract. One of these parties owes its very existence to the law it is violating, and the subject matter of tbe contract — that is, the stock — is created by the same law. The former cannot act —the latter cannot exist, without and beyond the.act of incorporation — and yet that act nowhere sanctions the contract sought to be enforced. On tbe contrary, its provig7 ions, clearly forbidding such a contract, ar.e treated with defiance' — provisions, too, which are not mere matters of form, involving, no prinpiple, but imposing safeguards necessary to the public interests, as a restraint upon tbe abuse of tbe large pdvileges bestowed by tbe charter. By the sanctions provided in the different parts of the act, to enforce the payments of-the subscriptions, the stock which is the subject of this contract became forfeit before tbe time arriyed at which payment from Lanier was required; and yet the offending party conies to a Court of Equity., asking its aid in collecting the money the promise of which was obtained by such an utter, violation of law.
The argument that the fifth section is only permissive, and not restrictive, is totally at variance with the assumption by which the sale to Lanier was justified. The disregard in that case of all the modes and terms which had been jn-escrih,edfor sales ofstock, is defended on the ground *181 that the authority.given in the 3d section released the Company from all restraints — a conclusion which makes the 5th section utterly absurd and unmeaning.
I have heretofore considered this contract in reference to what seems to me to be the plain requirements of the law, as to the mode prescribed for its execution and the agency by which it was to be executed. A single consideration of the reason and policy of the law suffices to satisfy me that I have not mistaken the design of the Legislature. It is apparent from the purport of the acts of the Legislature of 1836 and 1837, that at the date of the act of 1838, but little if any more'than the first cash instalment of ten per cent, had been paid by the subscribers. By the act of 1838, unpaid for stock might be surrendered, and, according to the construction put upon the 3d section, might be re-issued, upon bonds and mortgages, payable in five or fifty years from the date of sale. A capital of four millions might have been raised in this mode, on which unsubstantial capital the Company was invested with almost unexampled powers — with banking powers and privileges —with power to insure lives — with capacity to become trustee for the estates of infants, and others, and to secure annuities — its ostensible capital being four millions, its real capital being but the twentieth 'part of that sum, These four millions, too, of nominal capital, were to be secured, not by the agency of disinterested Commissioners, chosen by the government in view of the magnitude of the trust confided to them, and the peculiarly sacred character of the funds which were to rest for their safety upon these securities, but taken by the Company itself, without accountability or supervision of'any sort.
It seems to me to be vain to say that there is no difference between selling stock for bonds and mortgages, as ivas done in this case, and selling it for cash and afterwards *182 lending the same cash upon bonds and mortgages. According to tbe distinction I bave already made between stock paid for, and stock only offered for sale — tbe re-issued stock when offered for subscription was not property as money would have been, and it might well be, that the company, in disposing of a share of the chartered privileges, of which it is supposed they were tbe distributors, would not exercise tbe vigilance wbicb would bave attended an investment of actual money; and it might well be, too, as almost the entire stock was to be thus re-issued, that a combination might have been made to sell their chartered privileges for nominal or insufficient securities, and thereby qualify themselves to become the groat trustees of the country and the fiduciaries, par excellence, of its most sacred interests. It was against j>ossible fraud and evils of this character, that I consider the Legislature to have wisely and carefully guarded, both in requiring the Commissioners to supervise the subscriptions and in providing that tbe stock should he actually paid for in full before the first of January, 1844; and especially in the emphatic perpetuation of the authority and duty of the Commissioners, not till the company was organized — not till the stock was sold for bonds and mortgages, but till the stock was actually paid for,
I cannot regard as important the suggestion made by counsel, that Lanier being a stockholder, should he held more strictly to the performance of this contract than another person. It is a well settled rule, that a corporation in dealing with a stockholder, deals with him as with a stranger, and as such, Lanier should be regarded in this controversy. Besides, this allegation begs the question in dispute. I do not consider Lanier to he a stockholder, and the violation of law of which I have been speaking consists ip vainly attempting to make him so in face of the prohi- *183 bitions of tbe charter. Neither do I feel the force .of the argument, that Lanier’s subsequent recognition of the contract, by borrowing money on the stock, was a waiver of the fraud and illegality. The authorities referred to, speak of fraud between the parties, and it might well bo in some cases, that a ratification of the contract after the discovery of the fraud, might amount to a waiver. But the view I have taken of this case shows, that the fraud was perpetrated against the Government, and the act attempted to be done was in violation of the public law. The consent of the parties attempting the fraud could not at any future time, any more than at first, give sanction to such a fraud, or any power to the corporation which its charter withheld.
As this case is presented, it is not necessary to inquire whether the intervention of the rights of creditors would make any change in the liability and responsibilities of Lanier, but as it is urged that the trustees of the company, which is admitted to be insolvent, should be regarded as trustees for the creditors, I think it right to say in reply, that I cannot think that a contract attempted to be made by a party, without authority to make such a contract, and in direct violation of law, can be maintained as a contract for any purpose.
That individuals dealing with a banking company may be defrauded by a collusive arrangement between the company and its ostensible stockholders, is true, but it does not iilvalidate the principles I have endeavored to establish, nor the soundness of that policy which should prompt all Courts to frown upon all violations of law, regardless of any partial or temporary interests which the connivance at wrong might promote. This alleged facility of imposing upon the public, shows the wisdom of the Legislature in requiring, (as I have attempted to show has been done,) *184 the interposition of Commissioners of its own choice in making contracts for the purchase of stock, and furnishes another argument against such a construction of the statute, as throws wide open the door for the admission of the frauds and evils apprehended. Besides, if chartered companies do possess greater facilities for practising frauds than individuals, this facility for doing injustice should prompt the Courts to be more stern in confining them rigidly within their chartered privileges, while individuals should learn to be more vigilant in dealing with them, and the Legislature of the State be more faithful to their duties as visitors. And it may be in this case, too, that when the creditors come to look after their rights, they may find responsibilities existing elsewhere, in relation to this same stock which was sought to be sold to Lanier — responsibilities springing from the original subscriptions, and wbicb may not have been released, even by the intervention of legislative action.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/4912895. Public record. Not legal advice.