16 Conn. 179 | Conn. | 1844
The commissioners appointed under this charter, to receive subscriptions to the stock of the proposed
The legislature was influenced in granting the charter, by what it supposed the public interest, at that time, required. We cannot presume, that it was enacting a supernumerary charter, to be laid away among the state records, to await either the convenience or necessity of future times. Nor can we, without great disrespect, suppose, it intended to give opportunity for the exercise of favouritism, or to prevent competition in subscriptions. And that there should be no monopoly of the stock, by a few, but that every body should have the privilege of subscribing, the commissioners were directed to open subscriptions in the city of Hartford, at such times and places as they should appoint, which should continue open three days. But to open books, and even to keep them open for any length of time, without affording to the community, by a public notice, a reasonable chance of knowing when and where they were to be found, would defeat the intention of the legislature, and be a palpable evasion of the law. The duty, therefore, imposed by the charter, upon the commissioners, of opening subscriptions, at prescribed times and places, or as they should appoint, necessarily involved the duty of giving reasonable public notice thereof; and a subscription taken without such notice, would not then have been sanctioned. And so, the commissioners, at the outset, understood it themselves, and, therefore, they gave the notice required.
The first effort to obtain subscriptions failed; and no more than fifteen thousand dollars were obtained. The legislature had anticipated this contingency, and had provided, that in such case, the commissioners might continue the subscriptions open, or might open them anew, at some subsequent time. The commissioners, supposing that the stock would not be taken up, and ascertaining, probably, that the public necessity required no more at their hands, repaid to the subscribers the small instalment which had been paid by them, closed the subscriptions and retired from the concern.
All remained as if nothing had been done. No action was again had on this subject, until after the lapse of more than ten years. Now, the charter has been looked up, and the
If, upon the first opening of the books, for subscription, it was necessary that a public and general notice should be given; this was, for the same reasons, equally necessary, when they were opened anew. The last opening of the subscriptions was not a continuation of the former proceedings, ten years before, but a proceeding de novo; and, by the course pursued, no opportunity has been given to any, but perhaps a favoured few, to become subscribers to the stock of this company.
The foregoing considerations are decisive of our opinion on this subject. But there are others, which confirm it. The commissioners, who had been appointed, in view of the state of things then existing, performed the duty required of them. They offered the charter for public acceptance; and it was declined. They restored to the subscribers all they had advanced, and abandoned the project. In the meantime, perhaps, other corporations may have been created, to supply the public necessities, which once were supposed to exist; and the legislature have not again spoken on the subject. Under these circumstances, and because this charter was not accepted within a reasonable time, we think the trust conferred upon the commissioners must be considered as having been surrendered; and that it cannot be resumed, now, without a renewed expression of the will of the legislature.
We hold the information to be sufficient.
Demurrer overruled.