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Show WISE DECISIOX OP SUPREME COURT OX" ASSESSMENT It is refreshing to see a Supreme Court of a state turn aside the letter let-ter of the law and make a decision compatible with good, common horse sense. That is just what the Supreme Court of Utah has done in the case of Ruby B. W, Weede vs. Emma Copper Co. The case involves the important question of whether or not one obdurate ob-durate stockholder may be upheld in stopping progress of his company. The court firmly decided that he cannot, and in the decision points why, and in words too plain to be mistaken. It will have a vastly important im-portant bearing on future mining not only in Utah, but in other western states. This decision is likely to be quoted extensively in similar cases to follow, and in all leading mine journals of thecountry. The court de clares further that a majoritv of stockholders have the right to change non-assessable stock to assessable. An obsolete Utah statute held that "the liability of the holder of full-paid full-paid capital stock for assessments shall not be changed without the consent of all the stockholders" tnder this statute no companv mav change from non-assessable to assess able without the consent of overstock-holder. Such sanction was found by numerous attempts to- be impossible because always there were :c( kholders w ho could not be locat- j ed. or tomeono who r:-iused to con-j jciil. Then the statute was changed) to read "the personal or individual j liability of the holder of fullpuid cap-; ilal stock for assessment cannot be changed without the consent of, the stockholders." This was little better, and under the statute. the yeede case was brought. The court decision contained the following explanation: "In view that the legislature deliberately deli-berately changed the phraseology of the statute by inserting therein the qualifying words 'personal and individual' in-dividual' and in view that the meaning mean-ing of these words is always understood under-stood and applied as relating to the personal liability of the stockholders as contradistinguished from a mere stock liability, we can see no escape from the conclusion that under the proviso as it rends, when the articles arti-cles of incorporation in question in this case were amended that it did not require the unanimous consent of the stockholders to authorize the adoption of the amendment and that the same was legally adopted. "We do not think it was the intention inten-tion of the legislature to permit one stockholder owning a few shares of stock in a corporation to prevent all the other stockholders from raising funds to pay debts of the corporation or to develop its property. No doubt it was the intention to protect the stockholder against personal liability, liabili-ty, but not to enable him to play the 'dog in the manger' When is is kept in mind that in this state there are many mining corporations the only assets of which are undeveloped mining min-ing claims one can readily understand under-stand why the legislature framed the statute so as to permit the majority major-ity of the stock to control in the raising rais-ing of funds for the payment of corporate cor-porate debts and for the development develop-ment of the mining property. "If that could not be done, a single sin-gle stockholder could compel the sale and sacrifice of what might be developed de-veloped in the future to a very valuable val-uable property merely because he would net consent to the levying of an assessment. Again, he might either eith-er arresti or entirely prevent the development de-velopment of the mining resources of this state. The legislature, therefore, there-fore, could well take the position that a stockholder is sufficient protection pro-tection if he is made immune against personal liability; while upon the other hand, the majority's interests are also recognized by giving them the right to raise the necessary funds by assessing the stock to pay its debts and to develop the mining resources of the state. Such, to our minds, is the manifest intent and purpose of our statute." It appears that 10 years ago Mrs. Weede purchased a certificate of Emma Em-ma Copper stock. It was in the name of W. II. Havenor, a Salt Lake broker. Six years later she requested request-ed the secretary of the company to transfer the stock to her name. Thereupon she was informed that articles of the company had been amended in August, 1909. and he-fore he-fore she purchased the stock changing chang-ing them from non-assessable to- assessable, as-sessable, and the stock. had been sold for unpaid assessments. Suit was started in the district court; lost and carried up to the supreme court of the state, which has just rendered its final word. Mineral Survey. |