Newspaper of The New York Herald, August 4, 1855, Page 2

Newspaper of The New York Herald dated August 4, 1855 Page 2
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THE SCHUYLER FRAUDS. Tarn, April Md .*My- ?8M. C. J , 0??pbeB, BoenorUi, Boflaaa* tad Jefion, J. J. V$ aara. Lord a&d Van Winkle for plaintiffs UtMors. W. C. NoyaaaadOeo. Wcod for defcndant. ?orrMAV., Jui ke. -The PrcsuUit, D,rtttor? mmt Ccmyany *J Mr Jtl,?''iu/uci Hank, in thi cu y o/ j^,r yerVt against t ie Ntto York and New Haven fUtinM Company.- -It ia unnecea&ary for mo to ?teU the acta ihlo ease for Ibo purirw of tx rlr^..r ltl? Tiowa I have taken. The* we s ifll ?fcatly detailed In tae opinions of JeaticM Bos Torth ?adSicMO]). i d.-suJ It od1| material io transcribe tb* dwtificate deli rer-.d by Kyle to tbe plaktift at A?ti?e rftfio loan, which vas ?a follows.- ? S?w York *b>I New rKwa Railroad Oumpaflv, So. 4.U4, uptul *o,0C0,0\w; Na w York Oftioe, ?b*ref HoO Be lt known, tn?t Alexander Kjle, of New York, is en 1M1*4 to eif talj iiis,s6) /tharea of the capital nte* of ?h? New Vork and Nt>? Haven JUUroad Company, trans Jaiakile on the U?c-n of the com, my, at ita alike u? the ajH ?( New York, by the said A Lei tinier Kyle, vr hii ^ttoiatjy, ob "he tairtu'let of this eertidcata. EOUERr .^CHUYLER, Mnw York, AprU '20, 18o4. Trajaafar Agent. Tk? usual pjwer of attorney to transfer atock, made in fa vji' of F. W. Lomond*, cuiaior of the pldetiifr-, accompanied this csrtiiicate. The &laia *Hh applied, b>ft?re the cjnm?nc ?n9ut of this a: too, to have the sUkk transferred, which v-xi -e HOMd, opoa the ground alatri is the acirro'. Taw tplniiinr. as appears .rum a rompariaon of etita Keita in tbe aasT t, ,'foho 12 tft 10,) mutt h.tve bur mack aftir the Hh of July, 1&>4. Jndgroeut ?ae Mtu reud?*ed for the tun ascertained to hare b?en tbe muket vaino of the b o".k, Veh?g at ninety .'cur nd a traction per ceat. TTl If.k company ca'j do halit at al: raspoua'ble lor rtcte. tffns ft-., i intently dfiaeJ, it inuat t?? *n out> of lb* fellowiug FiTHO? By cjnsidiring tb>.i ikare wa-* i? c.Mitr*'. , -lu^cr whiili it wm b ?i.i?l to admit the holders of the certificate to K memtKr t cf ttc toetTporaiiDH; silo w ?. ir^a^iero i tie bwk#; con ?wle t?> ?tieu-. a slsw ii' til corporate prlyilegefl, -: d ??'ard to tben i rcpret^niel v.ilue in the property oi thb tompauy, equivaVict eMhex to tue ai vatic; o: Che piaintitfr npon t, or to its par vain?, if ttie a<I vaato ex*?:s auch v?lu?. Saoo-id? If thia w<;s ttk> ?3tia.c), 8'>d f the uoli^ation t? the oouipwy uadcr it, a;,d tfloj .'hv-a refused t> faLil it, t.?>en tft. * tb* p)?iii tiffs ba reiev 'd either by decree tty pirformaiKW oi tn*; contact, or t.v awarding f.r thla "refusal, bat for Ats refae^i al:ae. <h, Ey bcld^ig tbat ?.l^ioagh the company ww< <ib-oluUl^ and leg \Uv iuv-ompateat t> c^'-au) ??eh tu obligation, jen it ia bjoud to itiks g->od tt* ioptCF?n(,vion uinUined m tua ctetiflert? that tfee atock evpresiod ?n u pur; ok Vae tra* capi tal, aol ;l'tu rlts tovket v<tlud of nnb gen tu? steel* aW.rdn the ju?i g'aoral rule of daoiagc:! in fc<; rare. ilia slUed i.i trie an^rcr that thi fmonnc of tite fr la one million dva hnad.et IbeawiBU dollara. It' tuia uuoi, or -?ny son roa it she aid into ju.li^oa^iita, with execitione over ??? piopiirty, and t. r.oe */ couipstitioa amon;,' the ?edtV>id u- reahze their tevainuo, ntter and irr< Utev%\ile hfi'to a'.l Vm etockhaldsra mu^s easae. If iheso cliiimanisnre ad.niltsd upon tha bian of a oommnslty of inWreit, Mmithiug miy be Bived fceti tie ruin-. Sujk cintlierV^oas, il ia^dm iv b'?, and I t?.is? not Emitted, uo innaenoe a jud <jial de^iar n, ainst preva l to teach a m in th?a tii ta' tsatinn in ts'atixig tic principles wb.^h li?^e !?il a judge l- ftli) result. J. DMfeLfl no possible ground, in my op la! in, ripen wUcd h liability of any kltd c*a be oxelup'm toe cei^oaity which znc>jt not depend upon or ariia j eat of we cutificue la-ueu to K>13, aad deputed | wMh tbe pkintitV Teat certificate osiy V treated m a ccatr*>t of th:: company ilseb, au'heutlcatod i by kg tilliotr; or, as the. repreeewtaiimof &u usbit, j fUkewauy an^cii/^d in fc'?e p^ruca'ar in *tier, that 1>? tacts ala'* d In ft ere true, and ar implied pro wh* that the encasement contain?! ii it aha.) be (?filled; or a guuunty by the c jmpany that Schuy ler 'a j*jVfweiit?U<}aB urc cor feet, aid a u ouder'afcU g to perform what Lb ?tioaiat.?4 la *t. Interpret the certificate in mj ma iier waich le^al ?rtUofm can devise, ad it will b: found taa' tbt efiitatial c'cme Ji of a contract pertain t j iU X Wb&t. is that ooi .tract? It onU'tw four mt fecial particulars: la*, Tha. Kyle ww entitle.) to eighty five shares of the capital oto;i c: the comjroiy; -d, Tfcat ?ucb oaoi>al Etoou wp.s tares ?lUlnn of dollare; 3d, That the h'aare* were <iae bnndnd dollars each; and 4th, That a^oa pr -<duc.ion 9f the ;ertlttcate, the company T.ou.d allow a trai -fsr and regrtotratioa of the eharT to K vie or tie a>iguj. A serine then, for the protest, thai the origin J stockholders bad proffiBcedl. watered iiuathia ? >a kMt : the queetuna are, coiLd they legally it. Mid can tb? y legally M tufv it, and in wcat Mum ? VMM questions ;wc to be c jnaidered as between ?.i? ?oaspasy and tho holdeas of tlie certificate* thom mIvcb, i:rcfpe:tlve of the charter and the d a:e ; ?ad next ut affected by the providons cf tbe forme; ltd tke po'.'.cy ef the .after. Fnst, the admlmiou of the pla'atifT^ as sVkV holders of tbe company, reprt^tcn' og eighty -Ave additional tifcarsa, so tar as to confer a rig t o' vctiag and to p?jticfpaU; in ail corpora-^ pri sieger, seem clearly to be a matter of mere oompac. >?d ajraa^emert., u it ib not ex,>rei?a'.y ?sofcjfolted. H u simply the lnt^ctse of thenum Sew of a p arinerehip far tbe prrpoeJB of m ?nagou?nt 8< read, the Increase of :bc capita! stcokoi a cor poration, if anch capital Is not fixed by tbe charts;, and io o'ner statutory prohibition '.a la foroc, woald not be ilkfra). Tbe joint, stock c >m^aoic? cf i: ij? lauad, Mcaolzed order varloua a< * of 1'ar'iar.K'u., arc eider no racb limitation, and increase their ?pitil indctixitelv. {Wordsworth law of j )fnt ?feeek oomp., p. 37.) 'J"hird, the third pirtlc . w ?v leprttenta'.ion is the csrtiticate, viz.: th*. . ?ae ?hMCfl >rfl one huadrcd doU<us each, la of more Importance. It ia undeniable thai- la u s the svyk holders do no uote than aUie that tbe tmovnil taloe of each share when fall ii I! 00. They n Mt teprtaent that tlik * tbe actual va.ue. D # settled role of damages in ordinary txwa, i.id s*wted in tbe prtBent ins'anoe, proven this. Th* BMrket vaiueof theBttwkat tne t me of a demun! tn a transfer, or at any time prior u tb* enm MW MSI ? gWWW th? iMfl of fM Mwvtry. (Commeroidt llauit of Bufla) > v?. ICort Wfadeli 34- ) Had the market vV.ae 'jeea tweiRy per cent iuatead of ninety fonr in the pro ?ent instance, tha*. wonld have been oJJ the piaia #Mh tould tave obtained r.pon their own th< >ry. Bat tbe agreement o > be'itlf of tbe bsl ler of the K>on? itock miy ?>n * p"ef?n?!-j in thi?. its I Mat fcrm. 1 ad.-yj-t as probaMy neare"*. tso ?to1, the stater e^t of the an". we: ?? to the amonnt ?1 ue spmloos Isaae, viz.: 11,500,000. Xue ten pu ha* represented In thia certltl^U that the ??ptlsl is threo mUU<ms, And tb* Nhuee #10" ?Mb. Tke shirts thei< ara thi-ty thoa*and; ?nrt heace it is represented tait the eighty 3ro Asm in nneg?' m ara a oouipon.'it part ol thirty tiOTnaud nharce, no' of forty-lte thounnd. If, t>??, fi'teen thooaand of uoimbtcd chanw w?;? 4k?ylaeed, and vl?*t Bubetitntod, abnlu'.a ju^'ict arrald be done, and tue c intracl, in lu u '.n i 'r ti fade of eoMinotion, ?e entirely (aliiUed. If agvo, tke bolder* ef the thirty UnuMr d shares ab>t? tb: ?oahial value oi what they bold roe hV. * d uw sjrorioui abareholdora are rjm: nUu at the fall vu>' ?, bow eoiUd it be pomilile tus^r that every pO'.ttcu ?f the engagement of the oompoy was not tvrm-id 1 Assume the agreement \i bo, t iat ; he holder shall have bis snare of stock a. $100. ao that kis dividend npon and Interest In the prop*-tj ?kat) be apoa that amount, these holders tn-4 wpwsent In the company 15,000 share*, or ?1,600,000; and bjr trea.wg tbe otnt^r share* aa ra ?hw*d to nf;y dofiare, thesarue s'im la produ.sd ?pen thirty thou^aod shins. And taaa there wonld to tfacn thousand shares at 1100 each, aol ?fcirty tbooaand at fifty dollars eaca, keeping tne ?syKal at three ml'^inns. Huppora In thia oaae. tb? company had pemlt ed a trasi'er of these t\ ?<>?. It may be easily coajectared end, by staVamc.iU in ?abOT faf'e in this lourt, It is shown, that a gr?*t asass n the ?pnrirau atojfc m held by parti?e r8.,?a toed ee JkeJ,0'ka and r>w -wed of oerti-lca^a. Ocw are the rigbte ot the*; ^ M to b, a^jns'eJ'/ In tbe most tavorailn t1?* for them the*e d^lders will slsplace an *<jaal atno>mt of toe mv-nc? ioael ?tack 1 i eonsider tke cu** nt j. y ius<a??r (1 \?h aaead'a Ibsp., 2?7, Aptll, 1AV?> the Bia* mt Restarky etm, s? Involving the destsloi ti?t if the limitation of the capital do?? not, pre?eat aa sBsnperable difficulty, th? lo ht c'vea u on iertiflcalem would be th?t laiioatcd, a id tke company wonld not be bxinli togi.-e a- ? elber. It h. to be notfcad that la nJaw'n ch?, by admitting the. holders cf ttpuriona stock to a o > n mon/if with all othen, tilth oa<h the author. .-ei eapital was not exo^x.ed, yet tbe genuine at i . < hoMera would hav. eatfered tbe sana diaiiamion In the value of tbnr shsr.* aa If It hid beea excjeiel. The company racolved nothing of the nnney raUed. Their property and protito would have bs?a dlvi 3e l upen a tKd.,* of fonr^/>en tnonaanl ?har?a instead of ten thouaajd, The alu^ of each sbire was lemened in proportion, and it wai as much a roi>'> ry by a crimiaa. act ai i? tiia . ?u" bat prodiuvx.' /an ?> oees of the o.p>tai fixed in the charter. The ( i^e of the Dank of KantuAy.eo on- n referral to, fierkaps, be subject to t? r remwka of coaawl: that ? was tbe sanw as if .^ohnyler was iiera a-ied for ttie fraadsient kne. NevtrthekMa, the yuanti;,,, 0f ?te liability of the bft.4k to tbe liolders of f>e spun, ?ws fame, was ua^o a prominent potat in the arg^,. aaaat, and was JUtlnftly and carefally ex?>n.ni'l ?ad pawed npoo by tb* WV1- Th? f^sftlt w*? u'i ortetoB Itoi tfel txma fuk holder of rrtry certificate teued by etttor oi the niter a??nta, tod a ptoa niarj ud val?d claim again* the ?orpsrati jb, ?ith?r to to admitted m a corporator, ?r, if thai *m> fanpracUcshJe, from the ezeeatre Hwua of ?lock, to be compensated by the tank for the fraud practises ripen them. I cab not dmcem * reason to doubt tLat.trreiwsa tive oi atatototy prohibitions or provwicfia, such a contract ooald have been made by the body of the stockholders, of the import and extent tnos detined, and would hare been enforced against them. 4tb. The next point in this part of the ease ie aa to the ettVt of soch &a art or oontraos aiade by the body of the itockholders in ccn Beet ion with tt>? charter stud the Btate. The mors deliberate examination which I havs given to this point confirms in o conviction the views expressed in the case of the Bank of Commerce, which wera :is fellows ? It may b3 felly admitted, that when the Legislature has prescribed a Umit t> the capital of a corporation, a direct Lioreae? ot the ammnt would be a violation of tie owmuact and a ground of forfeit are. in grantlig corporate p.ivileges. ttoregoUtioB of the capita! in governed by tvra consideration!: t ae nevetnity of racing ai amount suffiueat to icnn pliih the public object, and we forbidding a largir accumulation of javanev or property in tbe baadi of one body t han is eweuiiai ror thai parpoas. For a ccmpacy tnon to transceud ths fixed amount, is to aicrp a right to increase the g ?em, eleaas'it of cor porate power, contrary to a fB?tdam:ni*l policy of the State. But it is not seen bow this hue of ret Eouiig applies with the fi'ii , or with aay force, to tbe increasa by n, company of tho number of Its shares in any manner which leaves the capital pre cisely as it was before. If the charter of a osmpa ~<f kai ii^ed a capita'1, hut *?s silent as to the number or par v?iui cf too siwr??, the oompany (or its agents, ii enl rusted with the power,) might adjust and re-ai just such ntim&sr or value. If again, wl ere ihti charter, ae in this cion, direct* that itwro rball be a defined number of shares of $100 each, tbe associates agree to increaes the shares by reducisg th? pur value of what they hold by a given per centagc, would that b$ a vioiatian of the charU r sitoh as to work a forfeiture, or woald it bs a matter only uli'icting the individual members as to their ptfllllliaij interests ir. tbs at03 k? We Bad that nnder tb? present charter there might hive bsen thirty thousand members cf the company. It is not easy to 194 what gnat ruie of pub io policy is in vaded it this nu r bsr was voluntarily hicrcasei to io>fy-flv* thomaad, the luived capital remaning tho' same. TIki effect in tts cose (suggested wanid be Uj.u eac! stockholder would re (la A his shire, for which he h?j paid $100 to * 50 ( and receive hid pirt cf fntr.'e prafltH uooc the Utu t sua. Br tit is hei# uec^fsaj to c-xuu;ae with ewe a d? disbu oi t'j* SJ^jejw Cooxe of.UatnachaMita'prv nci.n. ?il Ly ihi late diP^koguished'Chief J us tics, Jmr' ing oiion t;il? point. T. e Cise is that of the Salem Mid Dim \v.. ICopea ('i 1'iokcring J'2). reaftirmsd m ?? I'i keti.ig lP7,and co?tirm."d la another ciie In 10 Pkkerinp 147. Ii must to nctiw.d t'eat tbe flritcwe ai ow 11 pat ar action sgii?"5t a snbicribtr far p'lyme at, 0. a call, which wis resisted cn the ground* th.ii bio snbecripiScsi was conditional, a ad tia. euoh coart - lion had riot bi"n f'lltiilid. rbe charier was, it the capital mould be *500,000, and the shares $ >,000 ?ftlSOMah. the directon had attemo^ed u> gj onn.iU toe bu4neflsof the cogipaoy, when ouiy 2,0^7 nli*T?s h<l been foi-s'.hbed." Toe C.mrt &9ld the defendant v,ot resj>oi,t;Ki^ :or the oa'l. New it tppcars to me ioacoor.k'e to s?y that tiese casta prove that a redaction of the nuaaoer of shtrei expretstd in the c carter i-. a violatiou of ("tat chix ter. it L-> conect to cay toat t iey prave it to b* a vielatio'i 1 ? tonfulfiiment of a 'M>nt,raat tbe terms Of which are fonml m tie charter. If so, the oondhioc of th.e contract m^y bo wi:vc3, manfi^d, or insisted n><n at tSe will 0. the sab^criber, with the assent pf the cojcpany. Aud hence, we x^e, in each pwtiiBlex case, to Ascertain whether such w-i* a oomiltion of the contract, a&d whether, it it wa^, it haw been waned, in thilpOTatof view tin 'iu js tioB. was regarded by the tonrl in the cassoC the I jx i"gcoL and Woat Oamb'i duo Cjmpany vs. Caimbo.a, Me^ ?.)i, 811,) and it the Ksunebsc Riiiroid Coniy?.r.y, (34 Maine Rep. ,1G0.) Ju tho last ca?e the court ray that ?' the contract tii&ro ca id not oave Ladre/e*'anof to any certain catnbar of sYt-e*, or (vraiu s>mvn.t of capilil. as tixed by the c ? r, and the -e i > co iingnage ansd in tho tj ' r ncnbitg the number oi thr s-t res or the am >m tl.e c $ULn ii ?m y ho admitted fc ni i' :ease of the number of shr.rts by a redu >u of the va.'co oi tV v -e aktidv La.uea, by allic iag the amount of tbo profit* of the bold ore, as well as the tnal sum repressed, BtanJa upou a aimUa t?pg aa a reincttan of tharct, w oich tend# ta in . .-r his liabiittyor ea 4MB* h-i idrtnee. But* the question still. In ea'ih inbtapce, w one of cautract ani aithoriz^'.ian, i?ud ?? oucstion letween him atd third ndraans, not the R s-V. Upon in-, qaevtioa of forfeiture of the charter, i W>? exti<unod t'ie following cas^, and tiis re-r'.lt ii ?ey .i'vlgme&t is *hV. it is at lens: d jubifal vrhctorr the tribunals of Co tnectlcul i*ou'd deter mme this charter to bo fanclted os the adipiion of tLi? Block as yart o' toe ttock of the c >m jaoy by reducing tie Value o? th*> genu ue Biases in ths man aer { obited crat. (Kelkgg vs. tne IJaioa Cj npv uy, 12 Conn- lep- 7; trie State vs. tae h'j9ex Brn> k , 8 Verai Jlep. 480; ' anters' H.nk vs. tae Sink of Alexandria, 10 < JiTl and Joans 3ti> ; At torney General vs. the Piteraburg K illroi.l Cone piny. 0 fro d til 450; the People vf. th? Oakland ? 'onity liink, 1 DongUes 282; State of Miss Palpal vs. the Commercial Bin* of llancheatsr, 0 iimedea A Marshall, 233, and other caees cittd In AngslI & Ames, tec. 770 '. I riDnot, therefore, conclude that the lucre*?* of t^e number of v^t^a would be a viila'aoa of the charter. I ecaeider tiat the redaction of the nominal valie of tto old sbarw, and adm;-.Uri(" the new on>'s, leaving the aggregate of capital identically the fame, could ao- work a lorfeitmc, and tVjrt, it either or boVli of tue*e could have f.lint efket. tt is a uusetion for the courts or ! State of Oimnecttent along to deterL?(.ne. The Ut ter r.a iepeal the charter, or could ratify the a:t of comp<wiy adopting the atock. The fjroaer ale ne adjndge4a forfeiture. If tlia court ahoaid d? | c\de the vijie upon such a ground, it would bs an iatruflioii upon the province ot the only com petent power. (See llaiailiou v? Annapolis, It. It. Cc., 1 Il&rjlanil ch.,.l)ec. 107.) l?y concision ia that ' U>?i mjy.r. r of thestookaoliiera cc Id b%T? legally aaiictioncd m idstioof All st">ok. ?j an to MratN the holder? to t?i admitted a* members in th t mea ner be'orc briefly notioeu and hereifier mure par ticularly stated The urgamcnt which ia presented ani aocsded to b> one or tiro of rc.v brjtaren is, thif, the company eould tier, faiftl the c ompart. I , c mid siy , and l ad a i<g'u& i aay:? "The tio^k ia fall antl tUe hold jr caonoi be Mi i in tied. We have no ctock tj give you fMW> TftWiltilWI of our chart jr; psrhaos in<.-ur:Lng * forfeiture." Bat the question is, whei* ihtbcproh'bki^s orls^al d!nWb?,> Th'c'i pMTauta tie jmptay najHitf. " ciu fulfil the a#roe rucnt rtccoftjtag to ita true Icsiort, ' and oB'jring to do m>. J nieeent t. rerv ?icii -e caw, which Invo'^e^ Wtc i(:"?8tiou, ?ud I thioK ih? aos.vfr. tiuppoeC a charwr, fixing a capital at $10 090, of 100siii.rei at flOO eac ; rnppose tb9j were he!'! by pjrMis, tea *harea e<?ch? ehould there be rfa *'i\y i fnu duleEvly why c.uld not the rt^-ck holders ronei der svh one ah\ro and perform the cnp-fjcr'?r.t.? They w^ald re' in tine ?Uim ?; lo *7 hat way fiii wou! J be lujgal, lam uic.bio tj comprehend. It t-ey could voluuta rfly do 'ht H teetion i", haro they mta ri?bt to nay, thi? ?* ali we were boand to Jo, and ta>, when yen dim&ad more, ?e ask may ba adjudged wi you ft" the extent ?nd iijtit of your right. My broUwr Cw.pbell admita iLat if be c mid Agree thit this acti >a w^soua ooat*act wb. A ths coznoan y ?.ooiu perform, hid 4Jfi:uuiea would b? removed. Bs cjmMi "---i tke act5 >n hi n)t brought aooathe ; certiflca.'*, nor honi" upon any co.ifra:t. My j brother v owon wlmiv thit the su'.t is virt u'ly np on Uio ?rtl1r?fe whl.h created an ob'iratioc. npoa tlie cn'f.tny. i*>? difficulty ap>?a-s to be thai it canoot be f erf or med ia the manner I hw attsaipt ed to pro?* it can be. 3. Tue u?.\l inquiry is, ha>! itockhoM;^ coaftrrod a power up u Koten Bclaijler apptuentif aaffl ;ien: to auUiotj/.e Uini to do n-nit they could nave dons themeelve*/ 1. Toe flrat section of the ch irter oon ?tituved Jo?t?h K. Koeft'mld uni other?, with auoh P?*jt* a' ?hail amociite wits them for that pnr poue, a !y politic and c jr^orftte. by th" nam ) of the New York and New Havan IUilri id Coupir.y. The p- xm! secti ti prrwlded that the ahares ah ni d be per?>fi?l pr^erty, and ahotUd be iraiHorr -1 la ?Tire marnri and at euch plate* as th - by lawa of the r-nph-iy should d te;t. Under tie fvatth *ectk?r, tl.s iminsJukW governmri*. and <ji paction of the ?*' Uu of the oompiny was vested in a board of tilnk dire Hers, to be c 'w?en by the atocaholders. By the *. Tenth, the direc'ira wew euxoower^d to make ?ich by-UwH and regula tion* an ihey ^hon'd d^em prcpsr tonz'ibiK the dn.' > Hition and managnment of t .e stoyt, property n~.d e"e^? of Shi nornpaay, not r/? ntrary to ths r-har. t>j Ac., the trinafor of aharee. the duties and cm duct < f tVir o't'oera ar*' aerrarta, and all buV ti whate^ cj which appertain to the ooncTrna of the company. In the exorcise of the powan c?fe-r ?d by ihe ()i*rtcr, a resolution was adopted by th; ?to< k holders to the following effect: ? T>u?? " 1 \ v i mnnr*w ftt t.> . ? Tb? pr.n"'i)*l t.?n?f?r on>?< ?hatl b? In the c.lj ?i cwll?T?n;bjt t ?D?!rr t|a*itos r ij f i - l r, ' * cii'iS of Vaw Yerk >r.t |v>mm> i- r.. ?, t; njirl- Di reetw: and ell in* r mn'l* .r e"- w,i|, ?nc^ ru ??> aa4ra.'olai ?>?, mm *' -a ?*t ??????? of n; (?d traasfav I wliic'' i ??1 ?t ?? i .n 'i r ???' m, mr from Um? tn tinif* t m# la, n*iH?*d mi ^,,. r.w Sr n? 1'jsr J of I?r#rt/ -? 0wtlhe%t*. If itort ahkll ba'in h for.n, *rd fawi ? i tfr-- . a rala ukS r?v.i- r.- >a the Hoard of DlIMIvT- may fron t in# to tin* appoiat a?d direct. The director* did ador.t the forms of trans fer*, of powers to tranwer, and or certificates J I of stock. It In stated Ji the complaint that It ibert I 1 Scbny tr wte tfce movfer agest ot tfc. ?omp**y. in ) the city of New York, ol.arged wttk the k?pia; ot Ha transfer books, and too fcsaing Mrafioa>ee of ownership ol iti Mock at that pint#; tjdiceu tit DC d until a* twguMom. rhe answer alsat'.s (foJ. 33) thai bo ?u charged with the keeping of its tr&nifer bo^ks, tod the making of the e#:Vfl c?'<b of itoclC wheiMTer any transfer of the stoek thereof should be mad? by asy former cir nwr, and a new certificate thereof be raqsired ty the transferee; bat, it is dented thbt he ever abated with the issuing cf oertlfiettes c! ownership of ita stock, is any othv manner, or with any oth?r powers than th'jae conferred by Um charter and bylaws. The certificate in this ease has bren before eel forth: and it Is found by ths Judge, that it waa signed by Robert Bchuyler, and was In the usual form of the certificates issued by tha lefendanta to the hoideia andowneis of the gm>m.e and actual stack of the defendants. Tns answer afco admits, (I'ol. 41.) taat the signature to trie c* tifioate ia ia the proper writing of Robert S jbnyltr I -that it conforms to the defendants' certificates of stock, such aa are admitted to be genuine, and such as Shay bad been ia the fcabit of nsing. Hrtsrt Bchuyler, thtn, was, !? mv opinion, veste f with all the power in relation to the issuing catifl-wk* of stock which the company possessed. That power wa* exercised by a fraudulent, issue in ti.9 p recent chit, bet it waa in exercise of an apparency un limited no ire r. And the cise tbenia one of an ?t>u.?e of a general agency In a particular biainea-.. The certtfcate is a written declaration that the party in whom ftvJr it ia given, is entitled to tfc* shares expressed ia it, and an admission that fcj is a member of the cimpity, and Lis s. ilg'st to ita privileges, and a participation ia its propsrey. Robert Sohnyler had a power delegated t > n.ia which eii&Mr d fcJm, as to hinoeent toird persons, to 11 v this obligation opon the company. Boopt ie tbt stockholders had formally resolved that bo zb corti ticstts should be issued for the use of the company to the amount of $10,000, and left the certificates signed by them with Schuyler, uader such instru> tions. If he h*d filled them up with $100,000, the cempaoy wonid have been responaVe. Tae powers they have actually devoured upon him .ire eqntlly sufficient to bind the n. I do not propose to enter anor ths extansue la qniry, a? to the ar.thcdty and obhara' ions of pr ncif a! and ugent. It appears to cos. thit tie rale adJpi ed by tie Sopr*ra? Court in the North 11 v.?r Bank vs. Ajmar(3 HU1 '270) cavern thus um, "Wnere eTer the act oi' the ai;ent ia authorized by the teius f the power? that ia, whrn^ver by earn par te g the act dene by the agant with the words o? the po *er, tli-j act is ia ituelf warranted by the term; oaed, itroli aot is binding'unthe c nstitucat. as to all pers. ep dealing iagocd faith with tne agent. Su h fersoi < are not bomd to inquire into fac :s a 'iunU*. ;_'b? apparent authority istbereil aavhoa y." I consider that there >s no Bubstantia' distinction be tween the cites of promisors notes a? to whioh this latjgtwx e wa? rsed, and certificates cf stock in cjr j poratlotis. This point is uure particuU- y ex ainined under the ncxi to*i of my o >ini ia. ?i. A l oini iva* made -and stjxmgly pre?Ml by I th?- deieuawts' wonuel that certificate wai ?s 1 Molntcly void m the hands cf Kyle, and that no I oi e cja.miiicc by a trai?fer nnder h'ro uonld ts li 1 a bfttt'TSitaatloi. In relation to KyleNi posltioc a? ti ttis ccrtllicate we ba?e to ric'it t) a?tnne, titt er tot tvklence, tfc^t Kyle had not this anount vl stcck sUudiag in his name on theb^oks of t^? camp'My. It ia 1. >1 found that Kyle knew that the oertmciue was franlulently issued and did not re prtwnt tttnulns stock, a? is avowed in the aiswer, )foJio 37 ). AH that i? found bjariug noon thij S-.nt is, that Bchoyier delivered the rertitcaf^ to jle,t5ljcvr?iv money upon for his (3chnyl?i's) d tbat it was no*, imed fjr anj la*fal purpose, lu* tvaa a fraud ont'ae part of bc!invler to ralee money lor his own private purp<??s, (roi.G7.) No??, K j ie oorrcwed the money aud gave his noie, paying th?! prcoecds to Bohnjler. Had he taken up trie diu: hirrself he world have stood, tipja the facts of t&c prcser.t oftse, in as good a situation as the pliln tifl'H s'and. it would have lieen necesBary to havs raised a reas' nabis p-esnnopti >n at least that be know of tiie frnu<*. Hcace it cannot, becjrre;tly said that the cettiiicat3 wuh utierly voil !a ton h"!,(ls of Kyle. He hail a hen upon it as security t rh urn jote, discounted for Sehnyl*.r'H nse. livi eoald !.ui\e hail a fait rigbt to it had h; pa:.i - ote. It "'n?, indeed, befo:e such payment, v(.kdai us aBa>iiis>t the company, bicauae without c<>nsi?l< ration; and any defeats availaMe as to , Sc1 nylcr would have served as to Kyle. The pro josi'ion cannot be carried furthar thin th's. But surpese it was nttetly void in Kyle's hands, we have tben aiother and an important question to meet: Wuitfd i* rot still be axailaMe in tlte bar>ds of a Itona fide holder? If it was a negotiable inB'jnimect, it would bt so beyond a doubt. The oplrion of the Supreme C-ourt in ths North R ver Rmk vs. Aymir, '3 Htll 269,) settles ttat point. "The paper being issned without cotvsi de: a' ion was inOrea void as between the original parties, but there being a power to issue paper valid in form, it oannot be impeached in the hands of a bona /idc bolder." Tn the case of Katman v?. L< bach. (1 Daor 354) thi? cjartadop'ed the proao sition that eertilicat/w of s?Mx:k in the haadi of a bona f'df holder so lar partook of the charaote: of negotiable j>aj er as that no rqnities bit ween the prevbus parties oonld defeat his right Thecv.e cf Kortrght vs. the Commercial Bmk of Buffalo, (22 Wendell 300) settled amon?r other things the B?me principle; the delivery by an agent, though against his instructions, of t'ue cenificate and po^er, though in blank, gave a ri^utw the Innocent holdvr. A special action o' aeaimpslt will lie on behalf cf tbe bolder of a 06rtiQcate against a oor poraf ion, for refusing ti permit a transfer. (Kort rlght vs. tA Com. Bank of Buffalo, 22 Wendell, U8; Morgan vsTthe Bank of North Ame ici, 8 berat. .V Rawie, 87; Matter vs. Shspley, 10 John. H?p., 485; t;aichpole vs. the Ambersgate K. It. Co., lo L. A Kg. Rep., 10.1.) The last case arose on deowrrer. The declaration stated as a ground of action , thit the plaintiff was prevented trom appearing to be a member ou tne books of the company, ana the se cond t'juiil alleged special d m.jes. fn the case of Bennet vs. the Bank of Cominsics, T cited several authorities to show that a bill in equity will lie for tbe specific performance of a contr, t tidelivjr cer'llicates of stock, snd how fully the p'Hwesaon cf certlficaten or scrip mvsta the h jlder vitn an eficit ab'r iaterfPt in, and right to the c'o:k reprewated in iie ie. To these canes may be added Type vs. Snapy, f Rug. I.. A Eq. It*p., Ih4; Bigshaw va tb? lutein l.'aiU-oad Co., 7 Hu<p, 114; Daiap*. vs. Al brecbt, 12 Simons, 1R9; Sloaaaa vs. the Bink of Rnglend, 14 Simons' Rep., 475. it appe.irs to me that through this line of authorf ties, aid mmry which might be added, we dad the predominant spirit of commerce tending to confer i ction tbc?*?fcvwlei.o? of debt or interest, the chorni I ti-r and teritmiee of negotiable i>v>er, mnnr tiie I rigbta of honest purchasers aic- Drought in qoMtion. But within a fow honrs I have met with an authority wsich seema to me sufflciont to diapense with fur ther feeioiilng f;o;n Kjwlf. In the OMe of fisher vs. tte Morris Canal and B-?n!iin?r Co., 'November, 1H54, Court of Appeal* of New .lersey, Com. L*w Regiater, May, 1H5;">, p. 423,) tee ouwtion w?, whether a bona fide holder of railroad bond? under se?.l, having no notioeof a dt foot of ti;Le in the prUer, wcnld not have a perfect title to them, free firm a)i equities between the seller aud the com pany. The master who heard tho ca?e (the Chan cellor being Late rested,) reported In hl? Utor.aad a:?o upon certain objections a* to the iilegaLty and I l-andulent iesue of the bond*, the partuu'araof which do not appear, bui in whbh oucJuaiona t*c court coin lied. T.*ie 0 ?urt of Appeals onanimouiily alii mcd the dec. 'ton of the mas ter. Jus dee Cmer adverted to the asued rule ?; to promissory note?, ?lo., vai oburvo* that by analogy to this class of case*, ths exigencies of bn<ueM have, from tlms to tim:, introduced other aecuiitks into the same category. lie noJoea the fvi of exchequer bill! (4 H. and Aid. 1) of k>->nd* of the King of Prussia, (3 15. awl Cr. I "i) aid of Instruments istned by the government of Naples. 1 7 Ricg. 2?4.) He aaya that " aa bet iveeo third par Uia, we nnppose the common linage to tr-a-ial'er Jlit-m by dcilifriBg withont. ep<iniry as to tic title ot' tho transferee 4uer? ti&b?Co:oy wou.d justify tn in holdiig these securities to dinar frou <<nnmr>a obligafiona, In beiog so far negotiable thit the bom: hi ft pc^aoear stall b? held to have a good title. The ob\\o:i* interest oi such compute; it that the bonds ahOQld be aale*\>'.e, free from all que* 'gn of equity. To declare i em subject t > the equltirw existing in the onae of or> .avy tom's, npoc every tran?!er of thtm, wo>ili be ?o strilro a biow at the cred t of tae great iraas cf the*e aeetvl^ea now in tee m?rt?t, the c<ni?e']nco<V'8 of whi jh ?t wou'd be lapoeidMe to ptedU t." I cam?! perortve a valid dl*tia?.ion between the case of railroad bond* ar.d rJlroai <y,rtlfi cat* a o? stock in uio app'io-ttion of the pr,.ioi plei declared in this ju'pinen*; and the iii?*Jn guiahed counsel of the deteaidaats whose pr-ifei ? tonal le .ruinj * :?a imbil>e<l at the fset of t ,e c.nl mti' jurleta of New Jersey, mtyiiad an ?.?**<?: to a portion of hi?* argument In the jadgmenl of a t.rib >? nal of a State wliooe courts have Sorg beon tnuand. as wtli for the'r oon*rvatiani as to toe d >",Tic.oj of the o>;nuinn lavju far their loamlug aidabilit/. I shnll i loee Ibfa branch of the e we by ^ferriou- to sonteof the leading authorities. ^ cllei ou t.:e argument. A very large wwy Of the aa: :oritlee of tbedefendan!* reat arm a principle very dlftinct from tut whieh moit govern the preoett. Tltey are c?sf ? in which an averted right to property cfn corporation, or a demand npon ii, c?ilt only b1 anateuned by tracing a title throujjh ch.trt<)r4 or dt#ttit.-#, which led to the dfaolomre of thi ivmto' peveror oHitr illegality. Toi? Oomparis jb nlwwe'l the inva'idHy of toe acl, or pr^v?i thr abienoe of witljority, and tbla eoinp*ri?c,n the party deitlng wi'h the company waa bound to make. Tae ieiemg rase of the Hiink of Bengal va. the K if, Inj % Cj^ pany (2 Knapfe Pf. Cj_C., report* 2l <) depvnda open a aim'.lar rule, "he anthori/.atlon giv.m to | Mr. Ovbortmgh waa coatalned in arsriesof in*?r , ?? tioai >rul defoaMBta iaacmg f tea ?h? A;;otn^it General, the prap?u>ffic*i. T L-eae wen iasaffiolwt

to warrant tl* <A4uag il? mum as gto jiM, tad tfc cue IM ccldsr ?/ those wbkb ware loiged wm fcee^d to sxaaiM. it Amounts We a to the etso of one aettav ander a special written p<r wot, wfcan taoti tt cannot ?r.?>ly a?l with tcm without inspecting the extent vt tha' p:wtr. Tn? eli's of cases, of which DavI? 7a. tae Bukof Ko gland, La wary tb. the C mowrc.U Biak of B*l tiatore (1> Me/chants' Uagsziiie, 351), and PolSock vf. ths National Bank (3 SeWn, 274), are exam ples, involve this pri. tuple. A biuk m ree;- ons'b'.e where, by tite negligence or fraud of its agents, ?took is transferred, a? well t? the innoceot traobferce, aa to tie original owner of the stock, la the cue of I'ollock, in the Cjort of Appeals, it appears, Iron the opinion of Justice Wells, that a deciee had been madf in favor of tfcs Bvnk of Ame rica, the Innooent holder of the shares fraudulently transferred. Justi-e Gardiner, delivering the opi nion of the court, declare i that the National Bank was bound to Issue new certificates, and account for the dividends to the then plaintiffs; or if tt sboatf w ascertained that it hail u > stock which could be transferred, then it should piy the value of the scares according to the prayer of the bill. Her* then istbe principle of responsibility to bona '.tie holders, and the oonticuanoe of responsibility to former owners, in relation to the sane parcel of stock, distinctly sutlained. The methol or ciTjtog on*, tlis principle In a neir and oomp'Jcatad ciw like the p/esent Is left open, to ba govenwd by ths co-tracts of the putfes In tlimr true and legal meaning, ar.ii by the rules whi? jastics and e<puty nay prescribe. The result of this aeriei of propos'tms, and this line of reasoning is this: Mia', the company was bound to adosi*. the plaintiff* as stockhold ers, to the registration of the eighty-five shares? that they would have then Wame entitled to all the privileges ot members- that they would havo had an in. e rest in the property at the company, to the amount of eight thousand lire hundred dollars, aad to oividonds noon that amonat: and that the no minal value of the stares of the genuine stook should he reduced by a rate or per rentage sufficient to meet this sum. This was the Import, the extent niid the character of tha obligation fixed n pen the ociopany by the certilici'o transferred to the pluiu tlflb, and of the contract embodied in it. 11 *d too defeudnnt fulfilled such contract, and admitted the plaintiffs to a tranter on the books, as demanded, it wenld have b?cn the duty cf the direstors Vj hire ascertained the darts of genmae stock and its frolderfl, atd to have aojntitcd tue proportions of the inteieats c' the latter ia vhe stock of the com pany, by abating from cach share a rate or per cenfam which wculd amount to ths sum of eigiit thousand five hcnorid tio'.'ars, and which, if t&is were the only case, would b J about twenty eight cents and a fraction upon ea h share. If the di rectors refone^ or neglected thl?, the plaintiffs cou!d have filed a co-op -aia . {and ai toe facte exist, on bth aU of i<>emi*lvcs and all other--, fcimilftily -ilc.-i.t- Co compel it. If the proportion of the spurious MO k to three millions admitted Is? if, for example, there was one million tire hundred thousand dollars of such stock as ?Ut:d in the an swer, a surrender of one-hair of the shares 61 e\tfc genuine holder and taking new certificates for half would <ft',ct the object. Bat if this rasttiod should not be practicable, or be ireoavecient, then an abatement of the Luminal value of each share by i. rate or per ctntage, tuftioleut to cover the amount of the spurious stock, would bo practical and ef feetnal. It is true tiat tt'i rennlt of thess views pre sentr this anoma'y, thai the Holders o? genuine itock are in h worse position than tbo clatm*nVi u?>cnthat which is spuiious. Bat tbe answer ii this: Tbey kwve involved ihenoetivm in responsi bilities which mtust be redeemed; and justice will be ajppeased by tb<: least oostiy of the a-icntioea which they a re compelled to offer. Difflcolt'ee have bsen suggested in carrying out the principle I have advocated. The chief of them to that attending the diaeii-joinaticn of the stock. The minute examination which tins ma'.ter rece'.v?d be fore me in the case of the It jj.k of Commerce bis led me to tho conclusion that this difficulty is far from being insuperable. All the other objections springing frcm the arrangement of voting aad a (bare in management ae-m to me cUlmt-rieal, and practical ooism^nAEu anil ordinary rules of law wen id dits'pate tWByie monies'. they arose. Toe adjustment of the reMBi interest in the stock or property, is a matter or the simplest arithmetic when tne discriminate >u is mart*, f he:e may, per haps, be some trouble in calling in all the bold?rt wtthcut legislative aid. Bat, 1a my bauble opia ion , obstacles like thi se should be compelled to yield to the administration of a great principle of j':*tio?,wbich will, as far as tbo commands of law per mit, recoccile thisccniliot of equally honest snft'<srers. The tnle I have stated is, I am sure, sanctioned by a < ccmpiehensive spirit of enlightened equity: and is not, as I believe, condemned by imperative law, nor subject to insuperable difficulties in applying it. The las:. p"int to be considered is, what is the (cntcqnercc of the refusal to permit the transfer, and what is tho measure of damage? la the vie* which 1 have taken of the responsibility of toe company, the right to any aiimagea depends exciu sively upon the rt fatal to perform the c mtract that is to peiir.it the transfer. I consider that, wi'.bout the allegation, (which is in this complaint), of a de mand ard refusal to transfer, there would bs no ground of action white ver. This proposition is of material importance, and this proposition is a tan damentai ground of my judgment. The defend ants were benod to admit these hoidere of certifi cates as members. Had f-ey done ao, and in the maineras to amount before stated, they would have fulfilled every imaginable obligation resting upon them. For this refusal they at c to make com pensation, and for nothing elae. The market v<ilue of the stock of a company at ttie time of a demand *f tracsier forms the general rule ot measuring tbs dan ages upon a refusal. (Eoitvigbt vs. Commer cial llink, 22 Wendell, 348.) That market viJut has been found to be t?4 per eent. Toia was the value at the date of the certificates in April-, (fol. 14 in case;) and it is somewhat siagular that the vahM Htould '.Ave be^n the nazue alter the 6th of July, when the transfer books were closed by the resolution cf that day. The counsel, however, it is understood, agreed to take this as the rate. Among the points of the defendant is this: that the answe- and facts l'ouad show good re&wu for the directors closing the books, aid not permitting any transfer: and Uiat the books were actually closed . a-d tbe reltttal to transfer was j t upon this ground as well as upon the invalidity of tbe ctrtlflcae. If this proposition >s tenable, t ie re?oU is that tba only proper relief in this ca' c wjuld bo to give tae plaintiff* a judgmem compe'.ing a transfer, and da rlaring his interest in tbe property as above stated, it reeras resxonsole that, in a rise so novel and em ban assing, the Trustees might refuse to act uotii fc jadiclaldecfsloB without n'OflttarHv prjventing t'ntir etituis i/ur trust from snbrnitUniT to the per formance of the Oontruct in the manner really binding upon them. Bn', at tbe hearing, the dis ' usskiu c f this point wa? passed over by tbe de fend i tits' coup set, though not waived, and perbips partly in consequence of a nnggestlon of one of the JadgAt. It was but glanced at by the plaintitt t' coutnel. I nhall consider that the point is open for i argument if it HrLtes in other caett. Upon the facts as proven in this ca.e, I liud myself compelled to fay that tbe uiukel value oi good stock at the tijie of the demand was m per cent; and as the princi* phscf this oplrion show that the plalutifi* would nave been admitted upon the basin of one hundred dollars a chare, I see no alternative but to adopt tha*. rate as tbe measure of damages. It will be ob ?nved that the v'ewwMch I have takes does not accord with the main propositions of either party. The plaJntlfirt are not content with a rule or deci sion wMoh will admit tbcm ss mere participants in tbe property. Tbey ssek a jadgasent as catditors, with its attendant process of execution. Tbe A* 'endants may well suppose that in overthrowing the position I tave assumed they make no slight advance) in defeating tbe claim of the plaintiff* on any and every ground. But the question is rained upon the points of each party; and 1 consider the Cfurt to be at liberty to say that if it were not for the demand ani refnual to transfer the stock, the rlaintiflk mutt have been content to take the relief ha\ e suggested , or none, and to show that the point of tbi defendants is not tenable. Upon these grounds I am of opinion that the judgment at Spe cial Term should be affirmed. UonHini.a irnur ix Viaoisia ? FATr ( Krt.t r.v> bt nis Bos. ? We learn that a honioie c ??: occmrcd in Dinwiddie on Baturdsy last. The cir cumstances appear to be the following: -A Mr. Tucker Jones, residing about six or eight m ?ts frcm Dinwiddle o-mrt house, had sent his negro toy to F' t?rshurg cn the day before with a load ot oat*, and tbe boy nut having returned, the old mm btcaiue very aogry, and reorotichad hw ^ >n, Bouja ?iin Jonee, as the cause of tbe negro',; delay, re marking that had he accompanied him with tbe oats as he had be?n dirortoo, the boy would have been back. The son made some insolent r-nu-ks in reply, which so provoked the father thai he sal cad a ?un and pointed it towards Km. As be was about liriutr it, the mother turned the gun with ber arm ard the load was dl?:barged through at adjoining window. A? she was rushing out o>' the hotuie to call in help, she beard a noise bohind bir, j and on looking bvk, percs'vcd ber aaibud stretched lifsleM on tte floor, felicd by the hands or his sop. These were the facts elicited yostsrdr.y from the mother's testimony at Jones ex imirwig trial He was udmivied to ball and ? now at largo. ? Pttn /burg ( Fa.) Di'iotrul, July 31. ? Ttik Cottok ("nor. ?The cotko crop is locked forward to tbia neason with mn:h coim<)enue, as likely t) be a very good one, aad this is aMut the time when we may expect early ?psclm?Bs of it to b* aniving. Tbia very day on? year ago, tbe steam *bip Pers?vera?e? arrived m!;ri tbe first of last f#MO0 ? crwp. ? OrUant Frntynn*, July 2-5. Criminal Lun-Fonct IbfUutlM ud Ihtll ?ad**. TO TE* KMfOft OF THM OU1J. The Importance u regarda the pnbUo interest of the ap?ontnMftt or ft police magiatrftte 1* scarcely sufficiently appreciated; tod thus bat little pains fcre taken by the elective power is the selection of those who are destined to Income the public servants la that capacty. If any office connrcted witb the administration of justice demMkds more than another ftt the bftndiof tboae appointed, probity, intelligence, zeal, disin terestedness, annuity e? temper, aid ? reasonable knowledge of the law, It ia that o* ft polies magis trate; and when we come to c under the variety aid importance of the acta to be performed by tkla j ministerial officer, and how closely those ftote toich oo, and sbcnld be gnided by, the some viewa and motives which direct a judicial discretion, we be come impressed witb the magnitude of the detiea devolving on the appointee, and the pre-eminent necessity, in this oftse, ftt ftll events, of electing "Um right man to the right pUce." It isnottco much to ftscume, from a long and careful view of the working of our criminal system, thftt ft large portion of tboae caaen which occupy tba time of our criminal oonrte, and result in the ac quittal of the accuaed, ought never to have pureed the threshold of the police office where they had their first initiation. The public Urn? aid m onej? would be thus eco&omlzej, the important duel* of | our criminal judgci left tj expand themaehes upon the legitimate objects of their eare. and th? reputa tion of the individualn accused untainted by the painful progress of a trial to w'aicb thry should never have been inUjectei, and from which, how ever innocent, they do net escape without a stain? the legal axiom that an ho noraV.e aofjnitiil com ' pletely reinstates the integrity of the accused in Subli ^pinion, p? taking unhappily more of a legal ction i-han of a practical reality. Our 8".?tnte piovtdiug for the accused tb? beneiit ot <ui examination? vn inestimable privilege when properly excrcised ? completely go?r<ia against the lac an renteac* of subsisting an innocent party claimed wuh an offta.o3 to tae or deal of a trial. Tni* benedont law not okIj * , curts to the accuaed tue bjnedt of the cro?a exa mination and confrontation by the witness pro 4fiojd against hire, but. also the privikga of ex ainlrjng witnesses ou bin of n behalf, it has. In U, c'., all the elemer. ta of a trial save that the m tgiii?rv?; cannot awaid the punishment, if ccnviuoeU tlat &n 1 offence boa been committed, but mas: Kjml tu? hi eged 0 (lender for t lal 10 the proper tribunal. I As the mag etra'-e, by law, m only so commit the j arty charged with aa offence for trial ir he m ?a tislied that there is probable cause to anpv M aMb party > an ecmraitieU it, it leaves hi ti the exeru*:; of a large dis reticnarx power, which, if naed with a proper knowledge of hia dntiea, and a tall and eottsaientfcui imrresfion of their serious.ieaa, can coidcrn fail to lead to a result which, if odvecaj to the prisoner, will bj folly justfftsd by ?? petty jury. 1 an of that c!a?? of persons wh> do not Itiuli the puvere ot the magistrate as oiiCae*.' by thu statute simply to the coaaideratios whether the Witt esses for the prosecution make oat ;i prima facie cam of probable cause against tho priewer. Tha la*, in toy opinion, tifld-jubtid<y iu tended that, the ma gistrate shonla weigh and scmtlnize the eviience presented to him on bath sides, and after applying to It the tests of law applicable to the cue, if he ia satisfied that there ia no probab'^ cause to bu ptct the prisoner to be guilty, and that the same evitlfn?.e presented to a petty Jury nit iodic . <n?ai wonid result in hm ecquittil, then undoubtedly ha would best discharge his le^al, and it ia hoped hi* inert agreeable doty, in dismissing tne case.vidnat loading the party a'rcussd with the uiflgrue and tbe on' rorij expense of a trial. I taunr that a different role cf con dr. 't MgolitM in general msgisUml deoiaijnt, an I Uu*. tiosa ofli oere, in the general discharge of VieLrdaty, look only to the evidence adduced on tbs part of the pro secution, so far es it tends to establish the guilt of the accused ; considering that the facts adda:ed by I cross-examination, and the evi&eno p^doced by the prisoner, tending to destioy ttn preromp tion of guilt, as proper to submit ta a pjtty jury as the only tnbanal calculated by law to pa?a uwn it. Nor is this evii remedied by tha intervention of a Grand Jury, who are actuated by | the sane views, and lind bills of indictmsnt ou tbe T?y slightest testimony, true'.ing that a petty | jury will amend their errors. There are a. vary or ge class of moot important ctsee, in which the legal Knowledge of themigi&trate, and Ms *e:um?r> as an investigator of tbe iacta, so aa to apply tbe roles of law to them, are imperatively repaired. I need only allude to the sta'utcot fait-f pteteaces. Tha wide scope given by legal decisions to accusations of this kind, and their frequency, reader the strict est care necessary. This statute has long been re cognised sb ono of the most glaring inetruments of abuse to which a perversion or the honest intent of tbe law has given birth. It baa long besn notorious in our city that unconscientious pet sens, whsu they are disappointed in the fnlfi!ment of the contrasts made with them by othem, who, from misfortune, mistaken calculation or abnsed oonfldsncs, are un able to fuitil theo, resort to the police otlice as a more simple and coercive form of process to colieci their debts, than that afforded by the ordinary tr.d more legitimate course of law. If tbe vic tim has friends, or his family connections possess any pecuniary resources, ard above all, if from tie or their position in life, a natural shrinking delicacy is fe:t at tbe ordeal and exposure of a .public trial, however un merited, the device is often saooassfal, asd the amonnt of the debt claimed, or th> greater part of it, secured. It, on the cjutrary, the unfortunate a : need, in addition to bis otber evils, has no wea' tby friends or connections, he ia b -ought inti caurL Tne reckless prosecutor, ac'.a^ted by malics aid perverse morality, and operated on by tbe fear* of failure mbjecting him to an action lor a nuVcioni prosecution, swears with a bold and hardened front to a case within the statnts. and an innocent m*a ia tli us too pltec subjected to tne punishment due alorc to the gui'ty. I* ia to be lamented tha'. m\gistrat;s & ? not mot frequently perceive the drift of stich prceecuti >ns ? that with the best a; d purest intentions theyl?ud themselves unwittingly to tha inujuity, wh oh if tbey perceived they would be the firs t> frown down, and that facilities are given for the settle ment of such cases by stopping them at tb* precise point where tbe payment of the prow.oter sub serves the r nly intention contemplated by tha com plaint. The Law- is thaa abuasd , the ma? tatrate dnr-cd, fcfd the iniquitous complainait rewarded. Doing my experience as a polioe magistrate, I always scrutinized thane e??i with p?ctniar care, an attention w liioh my previous 'pro'aasiontl ex penses, Indicating1^ mt strongly the motives in which snch prose cuUoru. were generally founded, exacted at my hacds. While presld.og a', 'he Jeffoison market Police C jurt 1 rarely f op nil it necessary, cut of the num?rMH cases presented to me, to send the oomplaints before the ?>?nd .lory. Tie lm-ti^aiing w o'lvea which governed nearly the whole clkAs or these cases, I invariably found ti b: the desire of collecting the deb', aided by a gpet facility of eons' ienoe and a preten.je falser th*o that aMeged. the vindication of the dignity aid Integrity of pnblic justice never seeded to mingle with these consideration#. It may well seem strange that amoag tbe mufti tudincus lews end amendments to laws eeacted at eveiy eetsion of our Legislature, none has been in troduced to correct tbe well reoognl7<d evils flowing from the abuse of this sta'nte, by pcttiig tae al leged la's* pretence, at all events, on the sains footing ss tbe revival of a debt barred by the sta tote of limitations, by requiring proof of the pre ten e as of the promise to pay to be in writing. This simple amendment would put itont of the power of perjury or of misrepresentation to convict en inao cent individual. Certes, the l'birty and reputation of the cit re:is, when attacked in a criminal court, la ss worthy of protection as hi* civil liability to a riaim which the law presumes paid by the lv* or time. If this amendment wu adopted Ui the st* tute,our ctim'nal court* would have bu- little of these cases of fctae pretences. Jk\eral of our moat astute District Attorneys l\*ve deplored the evils of this law nnavailingly. When 1 di?barR*d the fractions of jolice ms^is trate, 1 very often found these cm?s pres sated ?o shortly previous to the olcslng of theolllee, that theissuugof a wa-rant would ensure tbeincar.e reMea of the tcrused without !??..? on hearing, the tn ire aifcht. To * fleet this wta tbe ohject of the paities pietentingtbe camplauit, wno plajel i^reat coetirieo"* in the sslntary rjeiit to be derived from It' (ears and reflectkws of the prisons- in bis solitary cell during the long black hours of the nigbt, V.s lecdlng towards a settlement. I however invariably gave direction* to the u'.r ?r ho.ding t:ie warrant to rxtcutc it only at such ti '?? a* the p.iscner could be forthwvh 1>. ought Yrfoie a mogittrale, and ' XKDiaed or bailed, ami I always hao cccation to felicitate my elf that the exercise of th,M csution had saved an innocent penon from snft'ftirg snd uiconvenien:e. Another claae of cesrs by whlcli a Hrge a? >unt of unnecessary unlleriog is infli W oa the po ?r aud ignoratt, is thft of (t*?*u)ta and batteries. A la*gn portlep of the time of our crlm d*1 courts is usel n? Iy o copied with those casen. Toe gre*t majority of tl em are mterly unworthy of the Ktwntijn b , st<iw(il upon them, and are so found (v lien rirrs?s: <d to our courts? a small line or an immediate cii# ohirgo bring the ordinary result. NevartLeie-.s the ndividuals .mplicated, r.cd who generally biiocg ti lit,: oIms wlioee Vote is their *ol? capital for th: support of lb* It families, huts generally suffered mon er less imprisonment from Uieir Inability to tiiid baiL A Urge portion of the?e ohm should never be retained for trial, bat dismissed etthe heaHng, and of the rcrtdae at least nine-tenths ?sight be beneficially (iMpo^ed of by taking * reeog ? nlaaaoe, with cr wttJout surety to heep th? peaoe. Indeed, in these ca^es, the law might with advan tage entrust to tbf msgistrkta the purer to abdi cate finally oa -ucb oat* a. and where they presented no serious aspect to impose a smwil fine, witb power to remit where the party m gh ' be uaehje to pay, or to takv. a leoogilnnce 10; fu'.ure paj PThe power* vested io magistrates wader the vagrant laws invest them with a degree of power requiring coj*iderable knowledge, both of their duties and of human nature, equally to prevent Injustice being infl'etcd on perrons wio were never tnteuded to be eubjeoted to the apara'lern of than laws, as t:> prevent oar pnbHo :n?ti.ciJone bang filled to repletion with a cum of offenders againat the lawe of morality who wcro never caleo3a*ed to be the recipients either of the benefits cr of tin discipline or tLoae Institutions. The variety of duties now imposed by the prehl yitory bqnor law on the ??reaent in:am?ants of the police bench rendeis their duties exceedingly ei-erons, and suggests that a prcvisi >n oi fore* of one police magistrate to each city court moat speedil? be rntie. It would bj bore ol* of plies for me to discuss the prc7iaioni of th b ia#, or U? and another to the many opinion a sireadgr deli vered theroon. Tbe beiring of its intended jtb iicy cn tie happixies aad In'ertsta of w cietv is ob^kius, but wheU>>r tnat policy can ' be pirmottid by auc"i means, or waethar is in jodicior.A for logislatiun tbus to war with one of tte great ivcogrized pawriona of the human mind, when all Vba beneficial objocta to be derived from it can be attaired t>y a simple municipal regulation - imposing a w.filc: at Ucensa ohargo, end inexorably exacting the ;ewutj of its abaince - is a question which 1 think the p.tfen; working of toe law ha? snBicientlv answered. The present li<v operates nceqoally, by allowing the rortur.iw classes of so ciety the means of inuulgonod in their own houses, denied by circousttui ea to tbslr poorer brethren, which 'una teiiCE to foster the graving atUgoniao; between.- the two classes. It is snffiiirM fir tne par poses ol tlie article to tay that the taw, iuy creating a large ard new class of pn'odc oilenew, hM made additional requisitions on the knoirl^uge, sagacity acd (flii)ieD(.y of the ruagietrute, wfto is cuied upoa by I he law to oars on the nuny import wst u>d on plicated qaeoticas which it presents The absuid law against aouaciio . -rbrnrd, be cacce it is impiaotio.^lile . and &ia.i frr the reason th*kt it ia Ltupoibililo t'c tba law t.- a<?ard the pen alty 03, r.o i?fl to difccrtr tt?e ^niliv urd seducing ji, ota alao requiring the n'ovit vlgilanoo ou tho part of the ina<?wiiite, lesrf. liia bamanlti and hit bolter fce ujgo ah?.cJd lead him, i;a(Uaif.'uediy, to anl an aitioi % ant jn In soenring a ht-fb&ad by the meai-ii of box vlcions md.?crotion. It is well recog nized that ne'triy a'l theee cjmplaiut<i t*} mule by depiaved ai<d vicious woxto, to t^deavot to pro cure a husband in tae man tney b*re p.-eviM ifily led ?Btrjy, It. view of the mwy important aid cateph Mted questions dai'y prcaeated to a m*g'3\rate, it may be csfcfu!)y suggested that the cflioe o t a po'fce ma gistrate, at r;i evenrs In large cities, ?hon,d be eon Cded to the hands aloae ot legaLprac.i. loners, it is idle to object that tiiia wtuld be fjin'urg the cUo.ce, or couferrlsg a peculiar advance on a class. "Vce are aiwtya argoments ujed by po'.itlciana, r.ot toenbghten, buu to i?lind the pahl'C. It tha peo ple have averted Interest in the duo and cropor ad ministration of jnstioe, it is wur?o t&eir while to con tide it to the moat iapab:e frnds. If a man de sires t> Holt himself Kith any 01# articla of pl??r;re, convesieLce, or of ure, he aiipliea fir it to the poison nicrt calculated, by hiH previoaspnn,3i;9 aad habits i? ilio same employment, to affjrd ii. Oau rt be said that magistrates loin, the only tveptifw to a gene ral role, and that tnc mere fact ot the ladu^tioa in to cftice can instant. y coaCer on the pe.'aca all fw requisite legal qualUloations to perfcm its duties, however ( tbetvr ne worthy and resojctih'a he may )?? that a nan whose previous pursuits in life have m tieen altogether oppr ilte, can be fitted, at a mo ment's wtrning, to decide on critical qMstioneof law, in which net on(y tho pnbio interim, but the immediato reputation aud welrare 01 iadiridnals aad of whole families are concerned? to tell where moral frand ends atd where ;,ab!iceh?i beglaa, and to prepajp, In the great laboratory of primary arrest aid examinat'on, the machaery hy wlit A pibilejoa tice Is to be eventually cnfo:ced or vindicated la oar criminal courtt? ? thu mero supposition isaa absurd ity. Nor can ;t with juetlce be said tQ&t iMs would be conferring an iuvi<l>oua privilege 00 an already too favorri i class. As a profession, ib > law has seldom crowned its votatits with for toot, while 'here is no other calling or pro*'o9s'on in cor coun try which nukes equal exactions, b:th of head and of heart, upoa its devo.434. Asa body, it. must be admitted to be both an hono.-?bie and a learned one? the only conservative order in onr republic which, amid the cla^h of contending jk> litical parties, ready to rend the Sti'-s f jt their ova peculiar advantage*, has always bv.diyanl sial erably stood by tne altar of pu blic order, lair, and the conetltnti n. Our criminal law of evidence presents an aBoma'j derived from the barbarism or ancient precedent, which ought to be amrnded. It is that of closing th# lips cf the accused, whi'e the p-oaecotor, an equal part; in intenst, is all- wed to gire hi? testi mony. How many inoooent men beve suffered by the working of this rule, wheie theT? bava been no wi tresses to a transaction, the whole circumstaieew of wlJeh are known alone to the prosecutor and th* defendant ? The first tells bia story, the law keeps the lips of the la.t sealed. This should bs .hanged. The prisoner, at hit own eltc^oa toleiy, ought to be alio wed to take the witness st.jod a id relate hie own version ol tlie transaction, sibject, of course, to the same rules of cross- examination as any other witness. The Court and jury wonld t ien be enabiefl to understand and to arrive at a just conclnbisn ae to the statemer.t of facts lamented by both parties. If In the ptcccdlng remarks I have called public attention t-o a single idea that may hereafter pro mote, in the slightest degreo, the geacral interest. 1 will have rt-ceivra more tjan my reward. lU.Nm. W. Claju , fclieo J ueticfc ' Th? Steamboat ( ollittoi on the Ohio Rlvar? Low of Life. [I rom .he ( inc'unatl Inquirer, Aagcil l.j !t is our puiuful province to record ooo cf UM west fearfnl cits 'tropbes tiir.t bas ocoarre I up?a tie Ohio river lor rora? lime pad, the MT'.leu!*ri of which, u we lure learned them, are alio; lour ? "n Monday evening, at* litUe after So' -look, a* tho ateamer Tetegrtipu No. 3 was com eg up u&de? fa'.l h?ad wa.j , ob 'lie Tni'?inu aide of tne r.ver, woea poult* ?>ugar em!;, about thiee niil'fl a bore War*.**, Kentucky, aba earie into collision with the Wio" Keutueaj Home, commanded by Capt. Heed, bound from F'Htsburjc 1o Lor.ievllV, striking tLe latter with her bow about the ferwari hath with ?ueh force thai the timbers were littorally . hl?*re<1, and in leM time than it t/Ue-i to chronicle "the fearful (Uea? or, the sock a help!?ea wreck. Fortunately the paesec^cr- cn the dial ing c.eft wm few to number; bu' .he con iterrei'Mi en hoard wai la deacnbablr. The unfortunate vessel si'ih 10 rapid)* that lut little time *m gitta to tonu-mpUie the dread ful f ite which men ?d ahnoit inevitable, and tha dejmod boat surged heavily down, leaving thote w to were but a kcnre&t b< fore buoyant wUa I'fe ?rd |hti]<e, t'.raggUag n poo^ ? he dar_ patera. In an iLcrtdib'e ahcrt time, however, the Mat* of tba Telegraph wro lnwerej, ana In a.mc-t a au'racoloui manntr ail The pa'?er,g?. i were reecued, ia<tg them a mother with four ul her children, (he b?.-?*il clinging with the de?p< ration of detpair to pore t of the rigging, which had d> tail ed It/.elf fioji the wrtc1*, wJ..Je her or f print Fustaiaed thtmielros by riasjtnir her aeelr, arm and cloihinf. 1'ien liken into ti e Ik tt all were nearly exhausted, end 'another minute ?o?ld t if- ruffised to have looeeaed their death gni'r. aad overwhelmed thtin In eternity. It ia certain tliat but four who were aboard of the boat were lost? three ileck hands (who *?ro eagagod at the lime of th* collision In forting freight) aad a A re man. About $1,000 in money, left in the drawsr of tho clerk's office, was also lort. lho Telegraph was raoriiled to immediate'y after she got clear of the wre.n, aad la all probability It ia owhijj to the pra'sos-ortby exertion of her eWce:" that the loee of Ufa wae no*, aaucb Mora feaifsl. Divers rciror* tre afloat ae to the ?i4 of the eoUi sioo. IVctli piil es, wo nbdorataad, kUcce each other. As, however, the melancholy allair wilt douh.ireo bo la v?stlgated. we abstain from mentioning tba rioen we have heard. It seems etrtaln, however, that '.be whletla of the Telegraph wae blown twice, and ttat, alao, the wblttla c. tre keatueky Bona waa blown, but, owing to 'he wiail, it was not heard aboard of the former revel. At out an hour aft?r the catastrophe a meeting of the pi?Mr,,eis cf the Telegraph wae hell on board of that vessel, at wbUh a vote of thanks waa awarded t* the < nicer* i cu ere w for their prompt ac'.xm la ftaelag tho lives of ttww be'(>ogiag to the sunken ix il, tad. at tb* faun' lime, U > in money waa suh^ribe <u><1 a tesdar < t 'I'.thirg ma le to thoae who wet* left deetHote hy lb* cisaatir. Th?j Kentucky fl^tn* belonged to Mi "s-?. iieed A M?l ?n of Vittsh'.rK. t he waa a new ? '.*rn * n?el heat, on* hunditd and flliy feet la length, anl w.i bnilt exareM ly to plr betw??n thU jKrt tad Louisville, doriag tl>* U.w wster aes^on Sfce Is &%id to haie Jih, ooo, aa'f weslPnired iu l ou'-illle for $1^ Of*1 'ir j?, one of the orn?re. and a h?> loyally ofll-iatae a* chief cletk, Is aow l^lng i lck <it the ,-j^me. IToase. Captain Hts.d, afoot tbia t.ne last year met w th a #erioo? l0"? iy ite burnlrg, at the Now KJchuioad iaa^mg, of tu ateemer fortfter, ?' which, we believe >? wae tbesola ov. n?r. | Ihe collision to?j? plate about three <y arters of a mile h?io* ttf mnij'.i of ^ugar ? re ok The Kentucky Bowa w?i cr oesfrg at the Ino. We alao leant that a he 7 th? coTUtlca, a ?rea4. p"il?on of the ethta sad horrieani roof of the eoakea toat e *a prtciptttted ap^.n the bow sr.J ftiitaid teok of '.h? Telcgr:ij)h, which < o^hlol n?ar ly ali tl e pa. s<-rgere to reach the latter boat j\ a plaak, "O that but rfii jsratively tew per?oo aad those deo? lirittftii, we/O lncme??M la the water, s.al to thi? foitvna'e mciimtsBct may ho ftt'.r bj'tcl the email li>>^ef '."fe. A*, ihe time of the act; tent it waa ptteh (iark, the i',. oa not hating rirea. It i f said that the Kentucky lloine ma^le the crossing higher ip tho riter lUiui ihe regular place, aad btoee the a* ;-ach',\j c? ta-trnphe