« ForrigeFortsett »
At the end of the findings of fact in this connection the Supreme Court of Arizona makes this significant statement:
“In the stockholders' meeting held on the 26th day of December, 1903, hereinabove set out, plaintiff in voting to rescind said agreement of May 20, 1903, and the resolution hereinabove mentioned, did not understand or know or believe that anybody claimed or would claim that the action taken on that day by the stockholders of the Silver Bell Copper Company, would operate to give either Albert Steinfeld or the Mammoth Copper Company any right or claim to any of said proceeds of said sale, nor did the directors in good faith understand or believe that the stockholders intended to instruct them to rescind any portion of the agreement and resolution other than that relating to the indemnity agreement hereinbefore mentioned.” (Italics ours.)
It is argued that this is but a conclusion and not in any proper sense a finding of fact. If this be so, we think it is the proper conclusion from the facts stated. In our view it cannot be reasonably maintained that, in passing the resolution, when it is read in the light of the proceedings at the meeting and the known facts surrounding the parties at the time, the stockholders intended to rescind any more of the transaction than related to the indemnity agreement. On the other hand the fair inference from the proceedings at this meeting leaves no doubt in our minds that the stockholders intended to affirm the previous transactions except so far as they related to Steinfeld's right to hold the money and notes for his indemnity, and that Steinfeld acquiesced in such modification as one of the stockholders.
In interpreting the action of the stockholders in passing the resolution, the facts and circumstances surrounding them may legitimately be looked to. Canal Company v. Hill, 15 Wall. 94, 100, 101. In construing written docu
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ments, “this kind of evidence,” said Mr. Justice Bradley, speaking for the court, "is especially pertinent when the inquiry is as to the subject matter of the agreement” (p. 101). To the same effect, Reed v. Insurance Co., 95 U. S. 23, 30, 31.
Notwithstanding the directors did not, in good faith, understand the rescission to go beyond the indemnity feature, as above stated, on December 26, 1903, the directors, Steinfeld, Shelton and Curtis, met and undertook to rescind their former action. It is specifically found that Zeckendorf had no knowledge of this meeting, although it was held on the same day as the meeting of the stockholders to which we have referred. On January 16, 1904, Curtis and Shelton, for the directors, without notice to the other stockholders, and no one else being present but Steinfeld and his counsel, at the request of Steinfeld, adopted the resolution which divided the $515,000, the proceeds of the sale to the Imperial Copper Company, by awarding to Steinfeld and his company, the Mammoth Copper Company, as the owners of one-half of the property sold, one-half of the cash and notes, less certain payments which are recited. Under that supposed authority, Curtis, as treasurer, turned over to Steinfeld $145,743.75 in cash and one of the notes. In so voting and acting it is specifically found that Curtis and Shelton consulted with no person whatsoever except Steinfeld and his attorney and that they were under the complete dominion and control of Steinfeld, and voted and acted on his orders and not otherwise. For the reasons stated, we are of the opinion that the Supreme Court of Arizona erred in affirming so much of the judgment as dismissed the first cause of action. This conclusion renders it unnecessary to consider whether Steinfeld in view of his relation to the company could have held the title acquired by him except in trust for the company.
As to the second cause of action:
On the twentieth of January, 1904, Steinfeld received $33,300 as dividends upon the stock standing in his name as trustee and which is in controversy in the second cause of action, a dividend of $111 per share having been declared by the board of directors. As to this phase of the case, it is unnecessary to recite the facts found by the Supreme Court of Arizona. They are clear and distinct, and there can be no doubt that Steinfeld held the 300 shares of stock purchased from Nielsen for the company, and the court was right in affirming the judgment upon the second cause of action upon the facts found.
It is contended that it was wrong to appoint a receiver in the case, but we think that, in view of the situation of the property and the final winding up of the company, the appointment of the receiver was proper, and that that officer should be continued for the final settlement of the affairs of the company.
It follows that the judgment of the Supreme Court of the Territory of Arizona should be reversed in so far as it affirms the judgment of the District Court on the first cause of action, and affirmed in so far as the Supreme Court affirms the District Court on the second cause of action; and the case remanded to the Supreme Court of the State of Arizona, as successor of the territorial Supreme Court (36 Stat. ch. 310, pp. 557, 576, 577; Nielsen v. Steinfeld, May 13, 1912, 224 U. S. 534), for such further proceedings as may not be inconsistent with the opinion of this court.
LOW WAH SUEY v. BACKUS, COMMISSIONER OF
APPEAL FROM THE DISTRICT COURT OF THE UNITED STATES
FOR THE NORTHERN DISTRICT OF CALIFORNIA.
No. 869. Argued April 30, 1912.-Decided June 7, 1912.
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Congress may pass laws forbidding aliens or classes of aliens from com
ing within the United States and may provide for their expulsion;
United States, 163 U. S. 228.
may be made conclusive when fairly conducted. One attacking
thority of the statute is final. When a case is decided upon demurrer the question is whether a case
was made upon those allegations which are well pleaded and not
upon those that are mere conclusions of law. A preliminary examination of an alien without counsel is permitted by
the statute; and if at subsequent stages of the proceedings the alien
has counsel there is no denial of right. The Alien Immigration Acts of 1907 and 1910 do not give authority
to the Commissioner or Secretary to issue process to compel attendance of witnesses on behalf of the alien held for deportation. The alien is not denied rights if the witnesses produced on his behalf
are heard. The Act of 1907 is not unconstitutional as denying one held for de
portation of his liberty without due process of law because it does not give the immigration officers power to compel his witnesses to
appear. This court cannot pass on an objection that hearsay evidence was
received and not communicated to the alien where the record does
not disclose the nature of the testimony. This court is not prepared to declare the rules of the Secretary of
Commerce and Labor in regard to proceedings for deportation of aliens to be so arbitrary as to deprive the alien of a fair hearing and
beyond the power of the Secretary to make under the authority given by the statute. The statute expressly provides for a summary
hearing. As a general rule in habeas corpus proceedings, a copy of the record of
the proceedings attacked is required, Craemer v. Washington, 168 U. S. 124, and if petitioner cannot comply with the rule by'annexing & complete copy he should comply with it so far as it is within his
power. The Alien Immigration Act in terms applies to all aliens. An alien is one born out of the jurisdiction of the United States and
who has not been naturalized under its Constitution and laws. The effect of the marriage of an alien woman to a male citizen of the
United States is not determined by the common law. That matter
is regulated by statute. Under g 1994, Rev. Stat., a woman who could be naturalized becomes
by her marriage to a citizen of the United States a citizen herself.
See Kelly v. Owen, 7 Wall. 496.
of being naturalized, can become a citizen of the United States by
marriage to a citizen thereof. An alien who has become a citizen of one of the States, can be ex
cluded under the Alien Immigration Act if within a class prohibited
to enter. All statutes must be given a reasonable construction, with a view of
effecting the object and purposes thereof. The object of the provisions of the Alien Immigration Acts of 1907 and
1910, providing for deportation of prostitutes, was to prevent the introduction and keeping in this country of women of the prohibited class; and even if a woman married to a citizen might be permitted to enter if she does not belong to that class, if she is found violating the statute by being in a house of prostitution she becomes subject to the deportation provisions thereof, notwithstanding her marriage
to a citizen. Where Congress has power to pass an act and its provisions are plain,
the court must apply it even in a hard case. If a statute should be amended to prevent its operation in particular
cases that result can only be accomplished by an exercise of legislative authority.
The facts, which involve the construction of the Alien Immigration Act of February 20, 1907, and the right thereunder of the Government to deport the alien Chinese wife