A Treatise on the Law of Corporate Bonds and Mortgages: Being the 3d Edition of "Railroad Securities," Rev

Capa
Bobbs-Merrill Company, 1907 - 849 páginas
 

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23c In Washington an insolvent corporation cannot make a valid mort
33
27a A city ordinance forbidding the assignment of the franchise to operate
41
Indefiniteness in a power of sale will render it void
43
An agreement of a company to set apart specific earnings or property
50
Not only may a statutory lien be waived but another person may
56
A power to an officer or agent of a corporation to borrow money
61
49a In the absence of knowledge of the note or mortgage by the directors
67
The principal may become due before the time named for its payment
73
The mortgage usually provides in some form for the payment of taxes
80
Only the net income of the road after the payment of all expenses
85
In England a railway mortgage usually embraces only the under
86
In England future calls on the shareholders cannot be mortgaged with
92
77 An iron safe not attached to the freehold is personal property
98
81 If a lease is executed after the making of a mortgage the mortgagee
104
85a The net earnings described in a mortgage
109
CHAPTER IV
115
A railroad with its franchises has sometimes been regarded as
121
Many authorities without going to the extent of holding that
124
If a railroad company having the right by its charter constructs
127
104 Afteracquired personalty not within the terms of the mortgage
130
Office furniture
138
In the lastmentioned case the Court of Errors and Appeals reversed the chancellors
139
119a Second mortgage preferred over fraudulent first mortgage
144
In New York it has finally come to be the settled doctrine of the courts that the rolling stock of a railroad is personal property
146
In Ohio rolling stock is regarded as personal property
147
In New Hampshire the rolling stock of railroads like other per sonal property is held liable to attachment
148
In Massachusetts
149
In conclusion upon this part of the subject
150
A mortgage attaches to rolling stock subject to the liens existing
151
In California
152
In Connecticut
153
In Dakota North and South
154
In Florida
155
Recording
156
The nature and effect of a cartrust contract is to be determined
157
In Minnesota
158
In Montana
159
In Nebraska
160
In New Jersey
161
In New York
162
Statutes in regard to acknowledging and recording chattel mort
163
In Utah
164
In Vermont
165
In West Virginia
166
141 In Pennsylvania the policy of the law with reference to the levying
167
In Great Britain the rolling stock and personal property essential to the operating of railways are by statute protected from levy
189
CHAPTER VI
191
171 A bond implies a seal
192
172 Corporations generally impose upon their officers certain formalities in the preparation and issue of their bonds
193
194 Bonds and debentures which are not negotiable instruments
194
173 Formality of a stockholders vote 173a Creditors of a corporation cannot avail themselves of a statutory requirement for a stockholders vote
195
173b Notice of meetings
196
The bonds of a railroad company are not rendered void in conse
202
A bond although a sealed instrument when made payable to bearer
208
Although they contain an agreement for their conversion into stock
214
merely choses in action
216
Bonds of a corporation payable to a person named or assigns
222
204 A pledgee of negotiable bonds who is a bona fide holder for value
228
A statutory bond or debenture holder in England
232
Bonds with the place of payment left blank are defective
234
All the bonds secured are presumed to have been issued at the same
240
In an action upon a bond
242
221a A bylaw authorizing bondholders to vote for directors is invalid
248
225a As a general rule no managing agent of a corporation except
254
Notes under corporate seal
260
233 Prohibition against issuing notes for circulation as money
265
234 The issuing of income bonds
266
CHAPTER VIII
268
Usury laws do not generally apply to bonds
270
237 The law of the place where a bond is made payable
271
Negotiability of Coupons 238 Coupons which promise payment to bearer
272
Coupons are not rendered nonnegotiable by the fact that they are not made payable to bearer 240 On the other hand though the coupons are payabl...
273
241 Interest coupons detached from bonds
274
242 But coupons not payable to bearer or order are not negotiable
276
243 Overdue coupons
277
244 A coupon is ordinarily considered due 245 Negotiable interest coupons are entitled to days of grace
278
246 Money bonds and interest coupons are not entitled to grace in Massa chusetts III Order of Payment of Coupons 247 Payment of coupons should ...
279
Coupons which bondholders presented for payment and had reason to suppose were paid by the company are not entitled to share in the proceeds of ...
281
A corporation which has guaranteed the payment of the bonds of another 251 But one who has taken up coupons in this way may claim payment fo...
283
But when the transaction is not upon its face a payment but rather a transfer
284
253 The question whether in a particular transaction there has been a payment or a purchase of the coupons is one of fact
285
Money deposited by a corporation with a banker in trust to
286
Suits upon Coupons
292
Trustees for bondholders retain their trusts so long as it has
339
A minority of the bondholders may take proceedings for the
345
Changes in Form and Amount of Debt
351
Bondholders are not obliged to accept payment until their bonds
357
But there can be no subrogation as against a state which has issued
365
CHAPTER XII
372
340 Suit at law upon the bonds
376
355 A corporation created by the laws of two states may be sued by
389
When two or more corporations organized under the laws of
394
When a railroad company mortgages its property directly to
396
Where the articles of consolidation of two railway companies pro
401
Proceedings in a second foreclosure suit pending the prior suit
407
In a sale of property to a railroad company a stipulation as to
413
378 Statutory provisions for enforcing executions against railroad com
415
If the principal of the mortgage be not due but interest is
422
390 A holder of bonds payable to bearer is an original payee
430
Parties Defendant
436
Subsequent judgment creditors
442
408a Lessees under a lease executed subsequent to a mortgage
448
450 Whether the Supreme Court of the United States would in any case
450
411a A state is not exempt
454
It is a general rule that strangers to a cause cannot be heard
455
When a decree made by consent is beyond the scope of the original
461
CHAPTER XIV
468
429 A railroad company cannot itself properly ask for the appointment
475
440a That suit for a receivership has been brought by minority stock
489
451a Right of appeal from interlocutory order
500
502a A receivership is continuous and is analogous to a corporation sole
503
459 It is not unusual for parties representing different interests to agree
506
The mere filing of the bill may give jurisdiction of the thing
513
469 Receivers of a railroad appointed by one jurisdiction are not
517
A special receiver or assignee of the property of a railroad corpora
522
474a An order for the delivery of all and every part of the premises
524
Relation of the receiver to leases of the property
530
483c Receivers are allowed a reasonable time to elect whether they will
534
In what courts a receiver may be sued
540
493b Under the Texas Statute giving a right of action for injuries result
546
These cases were assailed with much vigor and their doctrine denied
554
Receivers certificates are subject to the right of parties having prior
556
After judgment has been obtained at law the fund in the hands
559
A judgment for negligence cannot be enforced as against the rights
565
Liability of company as affected by statute
571
522a Where a tort claim arises after a sale on foreclosure but before
574
Compensation and Account of Receiver
580
If complainants counsel present claims for professional services
586
587 A claim for materials furnished an insolvent railway company which
587
The receiver has no power without the authority of the court whose
591
The proper functions of a court of chancery in the management
597
551a For the preservation and management of the property the court
603
The purchasers of privileged claims have the same right to payment
605
A receiver contracting debts under a consent order merely acts
610
564a Receivers certificates cannot be enforced in a separate proceeding
616
571 If mortgage trustees have paid for the protection of the trust prop
628
572a Money advanced by an outsider to pay taxes
630
The most reasonable ground upon which a chancery court can order
636
Equities of Contractors and MaterialMen
642
Advances made to pay for rolling stock
645
A diversion of the earnings of a railroad from the payment of
651
Under this principle are also included the payment of limited
658
601 In exceptional cases claims not for operating expenses may have
665
The doctrine of Fosdick v Schall has rarely been applied to
670
609a That there must be a diversion of income in order that operating
676
611e A mere right to file a mechanics lien against a railway company
682
Combinations for the purpose of purchasing and reorganizing large
687
CHAPTER XIX
689
tion against laws impairing the obligation of contracts
691
621a Failure of bondholders to surrender bonds in accordance with agree
697
In ascertaining the profits of a railroad company for the purpose
703
634b Notwithstanding a constitutional provision requiring rolling stock
713
640a The fact that a sale advertised for ten oclock did not occur until
720
One who holds bonds as collateral security should receive only
727
A director of a corporation having in good faith made a loan to
733
The solicitor of a railroad company may purchase its property
739
The legislature has no power to confirm a fraudulent sale
745
RIGHTS OF PURCHASERS AT FORECLOSURE SALES UNDER CORPORATE MORTGAGES
746
The effect of a sale of the property and franchises of a railroad
752
Whether upon a foreclosure sale of property subject to a mortgage
758
A purchaser under a foreclosure sale who has agreed to purchase
761
693a In the absence of express statutory direction
767
CHAPTER XXII
774
All the franchises of a railroad corporation that are transferable
779
Direitos autorais

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Página 165 - The rolling stock, and all other movable property belonging to any railroad company or corporation in this state, shall be considered personal property, and shall be liable to execution and sale in the same manner as the personal property of individuals, and the general assembly shall pass no law exempting any such property from execution and sale.
Página 470 - In an action by a mortgagee for the foreclosure of his mortgage and sale of the mortgaged property, where it appears that the .mortgaged property is in danger of being lost, removed, or materially injured, or that the condition of the mortgage has not been performed, and that the property is probably insufficient to discharge the mortgage debt; 3.
Página 152 - A mortgage intended to cover afteracquired property can only attach itself to such property in the condition in which it comes into the mortgagor's hands. If that property is already subject to mortgages or other liens, the general mortgage does not displace them, though they may be junior to it in point of time.
Página 671 - While, ordinarily, this power is confined to the appropriation of the income of the receivership and the proceeds of moneyed assets that have been taken from the company, cases may arise where equity will require the use of the proceeds of the sale of the mortgaged property in the same way.
Página 673 - It cannot be affirmed that no items which accrued before the appointment of a receiver can be allowed in any case. Many circumstances may exist which may make it necessary and indispensable to the business of the road and the preservation of the property, for the receiver to pay pre-existing debts of certain classes, out of the earnings of the receivership, or even the corpus of the property, under the order of the court, with a priority of lien.
Página 647 - The appointment of a receiver vests in the court no absolute control over the property, and no general authority to displace vested contract liens. Because in a few specified and limited cases this court has declared that unsecured claims were entitled to priority over mortgage debts, an idea seems to have obtained that a court appointing a receiver acquires power to give such preference to any general and unsecured claims.
Página 221 - Suspicion of defect of title or the knowledge of circumstances which would excite such suspicion in the mind of a prudent man, or gross negligence on the part of the taker, at the time of the transfer, will not defeat his title. That result can be produced only by bad faith on his part.
Página 657 - ... both of the property and of the public, and the payment of limited amounts due to other and connecting lines of road for materials and repairs, and for unpaid ticket and freight balances, the outcome of indispensable business relations, where a stoppage of the continuance of such business relations would be a probable result, in case of nonpayment, the general consequence involving largely, also, the interests and...
Página 40 - The stock and indebtedness of corporations shall not be increased except in pursuance of general law, nor without the consent of the persons holding the larger amount in value of the stock first obtained at a meeting to be held after sixty days notice given in pursuance of law.
Página 469 - Certainly, in the granting of injunctions, which is not a matter of right, but rests in the sound discretion of the court...

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