The Railroad Question: A historical and practical treatise on railroads, and remedies for their abusesLarrabee, William
History
The Railroad Question: A historical and practical treatise on railroads, and remedies for their abuses
Larrabee, William
Railroads; Railroads -- United States; Railroads and state -- United States
"The directors, officers and agents of a corporation are
held to the general rule of law resting 'upon our great
moral obligation to refrain from placing ourselves in
relations which ordinarily excite a conflict between
self-interest and integrity.' The directors and officers
are the agents of the company, and while acting in that
capacity for it cannot deal with themselves to the detriment
of the corporation. All contracts of that character are
voidable at the option of the corporation."
And further he says:
"A director whose personal interests are adverse to those of
the corporation has no right to act as a director. As soon
as he finds he has personal interests which are in conflict
with those of the company he ought to resign."
T. Carl Spelling, in his treatise on "The Law of Private Corporations,"
says of pooling arrangements:
"Courts long ago exercised jurisdiction to regulate rates of
_quasi_ public corporations, and on the same principle will
refuse to enforce pooling contracts between railroad and gas
companies. Such contracts are void as against public
policy.... There is substantial harmony between the English
and American definitions of monopoly, the two countries
agreeing that contracts entered into by and between two or
more corporations, the necessary result of whose performance
will crush and destroy competition, are illegal."
Upon the subject of eminent domain Mr. Spelling remarks:
"That the legislature may thus select any agency it sees fit
for the exercise of eminent domain, and also that it may
determine what purposes shall be deemed public, are
propositions too deeply rooted in the jurisprudence of this
country to admit now of doubt or discussion. Making an
application of this doctrine to railway operations,
conceding it to be settled that these facilities for travel
and commerce are a public necessity, if the legislature,
reflecting the public sentiment, decide that the general
benefit is better promoted by their construction through
individuals or corporations than by the State itself, it
would clearly be pressing a constitutional maxim to an
absurd extreme if it were to be held that the public
necessity should be only provided for in the way which is
least consistent with the public interest.... The power of
eminent domain being an inherent element of sovereignty, it
cannot be divested out of the State or abridged by contract
or treaty so as to bind future legislatures. Nor can the
right be divested by private contract."
Concerning State control of corporations the same author says:
Public-domain text, read in full here on John Shaqi.
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