temporary injunction, restraining a suit at law for the purpose of the proceeding in chancery. Such refusal was with costs against the party making the motion. Whether such an order is a proper subject of appeal has not been mooted, and is not decided.
The decree of the Chancellor was affirmed by the following
For affirmance-BEASLEY, C. J., ELMER, FORT, KENNEDY, OGDEN, VAIL, WALES. 7.
For reversal-BEDLE, DALRIMPLE, VREDENBURGH, WOODHULL. 4.
Where "seven (or more) citizens
of this state" associated to es-
tablish an office of discount, de-
posit, and circulation, under the
act to authorize the business of
banking, approved February
27th, 1850, and executed, ac-
knowledged, and had recorded
in the offices of the secretary of
state, and the clerk of the coun-
ty where said office was proposed
to be located, the certificate re-
quired by the sixteenth section
of the act, which certificate also
states that the associates had
elected one of their number to
be president of the association,
and the association went into
operation without further or-
ganization, except the selection
of a cashier, it was held-
1. That the persons signing said
certificates were only associates,
and corporators or stockholders.
and not directors or managers
of said corporation; the eigh-
teenth section giving to them
only power "to choose a board
of directors," under whose "di-
rection" the business of bank-
ing may be conducted.
2. That the transaction of bank-
ing business by said associates,
or by the president alone, whom
they had selected, was a fraud
on the statute.
3. Where seven of the associates
subscribed for only five shares
each, and the balance of the
three thousand shares was sub-
scribed for by the eighth asso-
ciate, who was also the president
elect, and one third on each
share of the whole stock was
paid in by the president, the
other associates paying nothing,
it was held to be a valid corpo-
ration, and each and all the as-
sociates responsible for its pro-
ceedings.
4. That each of said associates was
liable, in case of insolvency, to
pay the deficiency on the stock
standing in his name, not ex-
ceeding the amount of each
share as fixed by the charter, or
such proportion as shall be re-
quired to satisfy the debts of the
company, and that a court of
equity will enforce such pay-
5. Under the second section of the
act to prevent frauds by incor-
porated companies, approved
April 15th, 1846, it was held, in
order to evade a sale or transfer
by an insolvent corporation or
its officers, it must appear that
the corporation had, previously
to such sale or transfer, become
insolvent, or surpended its ordi-
nary business for want of funds.
6. Under the proviso to said sec-
tion, a transfer of notes or pro-
perty of the bank, prior to sus-
pension, for a valuable consid-
eration, to a bona fide purchaser,
without "knowledge, informa-
tion, or notice of the insolven-
cy," was held to be good and
valid.
7. The "knowledge, information,
and notice of the insolvency'
cannot depend on mere construc-
tive notice, or what will put the
party on inquiry only. The
terms of the act imply knowl
edge, either of the party him-
self, or imparted to him by
some one who had that know-
ledge, and not mere suspicion,
supposition, or belief of himself
or of another, imparted to him,
8. An associate who took no part
in the transactions of the bank
after he had signed the certifi-|
cate, was not in a situation to
be charged with implied know-
ledge or notice as a director or
manager.
holders of that county. It is a
corporation created for the pur-
pose of representing the county
and holding its property, and
suits for the protection of such
property are properly brought
in the name of that corporation.
Freeholders v. Red Bank Turn-
pike Co.,
91
The bridges belonging to a coun-
ty are public property, held for
public use, and are not within
the protection of the constitu-
tional provision which forbids
private property to be taken for
public use without compensa-
tion. The legislature have pow-
er to direct in what manner
such bridges shall be appropri-
ated to public use; and may
authorize them to be taken by
a turnpike company for part of
its road, without compensation.
Where the charter of a turnpike
company authorizes it to con-
struct a road on a route which
includes a public county bridge,
and requires it to pay to the
owners of lands over which the
road should pass, all damages
sustained, the compensation
clause applies to such bridge,
which is included in the term
land, and of which the county
is the owner.
Ib.
Even if the damages by taking
the county bridge would be only
nominal, the county is entitled
to restrain the turnpike com-
pany from using it as part of
their road, until the damages
are assessed and the title of the
bridge vested in the company,
so that the county may be re-
lieved from the obligation to
repair it.
Ib.
1. The title to the public bridges
constructed by a county, is vest-
ed in the board of chosen free-
See DIVORCE, 7.
USURY, 2.
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