EVANS
District Judge.
The
Newport News & Mississippi Valley Company was a corporation
organized under the laws of the state of Connecticut, and
authorized to lease and operate railroads in any state except
Connecticut. In 1886 it leased a railroad in Kentucky
belonging to the Chesapeake, Ohio & Southwestern Railway
Company, and operated it until July 31, 1893, when the lease
by mutual consent of the parties, was canceled. Meanwhile the
first-named company became insolvent, owing at the time
something over $1,000,000 to C. P. Huntington. Shortly after
this particular indebtedness was satisfactorily arranged
namely at a meeting of the stockholders held March 16, 1894
it was unanimously resolved by the quorum of stockholders
present that the affairs of the company be wound up. On March
20, 1894, in a suit brought against the company by C. P.
Huntington in the superior court of Connecticut, and after
the service upon defendant of a copy of the complaint
therein, Edmund Zacher was appointed a temporary receiver for
the company. Huntington was then a stockholder, but not a
creditor, of the Newport News & Mississippi Valley Company,
against which his suit was filed. On April 13, 1894, the said
Zacher was made the permanent receiver, and by the judgment
of the court then entered was given full power and authority
to take charge of the affairs, property, and business of the
defendant corporation, wherever situate, and to manage the
same. This was all done under the provisions of section 1942
of the General Statutes of Connecticut, which reads as
follows:
'The
superior court in the county in which any corporation,
organized under the laws of this state, has its principal
place of business, may, as a court of equity, on the
application of any of its stockholders, wind up its affairs
and dissolve it, if said court shall find that said
corporation has voted to wind up its affairs, or abandoned
the business for which it was organized, and has thereafter
neglected within a reasonable time or in a proper manner to
wind up its affairs and distribute its effects among its
stockholders; and for this purpose may, if it deem it
necessary, appoint one or more receivers of the estate of
said corporation, and limit a time for its creditors to
present their claims to such receivers, and direct public
notice thereof to be given; and all claims not presented
within such time shall be barred. Said receivers shall allow
all just claims against said corporation, collects its debts,
sell its property, and convert the same into money, and
report their doings to said court as it may direct. Said
court may, on complaint of any person aggrieved by such
doings, grant such relief as the nature of the case may
require; and it may make such orders as to the doings of the
receivers, their compensation, and other expenses, and as to
the payment of debts and distribution of the effects of said
corporation, as may be just and conformable to law.'
Under date of April 14, 1894, but upon acknowledgment taken
on May 9, 1894, the company, by its president, F. H. Davis,
executed a writing to said Zacher, receiver, which, with its
certificate of acknowledgment, is in the following words:
'Know
all men by these presents, that the Newport News &
Mississippi Valley Company, a corporation created,
organized, and existing under the laws of the state of
Connecticut, for and in consideration of one dollar to it
in hand paid, the receipt whereof is hereby acknowledged,
has granted, conveyed, assigned, transferred, and set over,
and hereby grants, conveys, assigns, transfers, and sets
over, to Edmund Zacher, of the city of New Haven, in the
state of Connecticut, as he has been appointed by the
superior court of the state of Connecticut, in and for the
county of New Haven, receiver of the property of the said
Newport News & Mississippi Valley Company, all the property
and assets, real, personal, and mixed, of said Newport News
& Mississippi Valley Company, and all the claims, demands,
and choses in action of or belonging to the said Newport
News & Mississippi Valley Company, of whatever character
the same may be, or in whatever state or country the same
may be situated, to have and to hold to the said Zacher, as
he has been appointed receiver, as aforesaid, and his
successors and assigns, forever.
'In
witness whereof the said Newport News & Mississippi Valley
Company has caused these presents to be signed by its
president, and its corporate seal to be hereunto affixed
and attested by its secretary, this 14th day of April,
1894.
'Newport
News & Mississippi Valley Co.,
'(seal.)
By F.H. Davis, President.
'Attest:
Chas. Babbidge, Secretary.'
'State
of New York, City and County of New York-- ss.' I,
George H. Corey, a commissioner for the state of Kentucky,
duly commissioned and qualified, and residing in the city
and county of New York, hereby certify that this instrument
of writing from the Newport News & Mississippi Valley
Company to Edmund Zacher was this day produced to me by the
parties, and which was acknowledged to me by Frank H.
Davis, president, and Charles Babbidge, secretary, to be
the act and deed of said the Newport News & Mississippi
Valley Company. Given under my hand and official seal this
ninth day of May, A.D. 1894.
'(Seal.)
Geo. H. Corey, Commissioner for the State of Kentucky.
'Office:
66 Wall Street, N.Y."
There
appears to have been no authority given by the company to its
president to execute such a paper until May 8, 1894, when it
was done at a meeting of the stockholders by a resolution in
the following language:
'New
York, May 8th, 1894.
'A
meeting of the board of directors of the Newport News &
Mississippi Valley Company, duly called, was held at the
office of the company, No. 23 Board street, at three
o'clock p.m. Present: I. E. Gates, F. H. Davis, A. K.
Van Deeventer, C. Weidenfeld, and Charles Babbidge. On
motion of Mr. Gates, seconded by Mr. Weidenfeld, it was
resolved that the conveyance and transfer of all the
property and assets, real, personal, and mixed, of this
company, and all the claims, demands, and choses in action
of or belonging to this company, of whatever character the
same may be, or in whatever state or country the same may
be situated, heretofore executed to Edmund Zacher, as he
has been appointed by the superior court of the state of
Connecticut, in and for the county of New Haven, receiver
of the property of this company, and the execution on
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