Abraham Lincoln to William Martin, 24 February 18511
Springfield, Feb: 24. 1851Hon: Wm MartinDear Sir:Your letter of the 21st is received–2 I have examined the cases refered to by you, in 21st Wend: 5 Ala. 3 Do.[Ditto] & 5 B Monroe; and I fear to rely on them to sustain us in our question– We have sued
for payments which, we say the Directors have required–3
We must prove that the Directors did require them–
Our exact question is "Can we prove this, without producing the books containing the
orders requiring the payments?".4 This question seems to me not have been decided in any of the cases refered to– In the case in Wendell "The plaintiffs proved calls for payments &c[etc.]." p. 297–5 This was probably done by the production of the books– The only question then was
whether the defendant had been sufficiently notified of the place of making payment– The Alabama cases, though excellent on other points, do not seem to me to approach our question–6 In the Kentucky case, the Court themselves say– "and the only objection made to it" (the declaration) "being that it does not show
a sufficient notice or publication of the calls made by the board of directors or managers, upon the subscribers for
stock, we shall confine our attention to that point"7This clearly is not our point–
On the 5th point, I thought the "printer's certificate would be sufficient; but Mr Herndon doubted at
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the time; and as I find you doubt also, I will not be so arrogant as to insist that
you are both wrong– Let us then be prepared to have the printer, in person, or his
deposition, together with the papers, in open court–8As to making a "Stockholder a witness" I can not send you the authorities just now; because I have not preserved a list of them– but
I will send them in a few days– Neither have I yet been able to find the new statute
we have been speaking of–9
Send you me one of your blank declaration's; and if I need more, I will write you–10
Yours as everA. Lincoln<Page 3>
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SPRINGFIELD Ill.[Illinois]FEB[February] 25Hon: Wm MartinAltonIllinois–
1Abraham Lincoln wrote and signed this letter, including the address on the last sheet,
which was folded to create an envelope.
3Lincoln refers to legal precedents in stock subscription cases in New York, Alabama, and Kentucky in connection with legal work for the directors of the Alton & Sangamon Railroad Company, which had retained Lincoln & Herndon to collect balances due on shares of capital stock purchased by stockholders.
The Illinois General Assembly chartered the railroad in February 1847 to construct and operate a railroad between
Alton, Illinois, via New Berlin, and Springfield, Illinois. Section two of the company’s charter allowed the incorporators
to issue $500,000 in stock at $100 per share, and section six required subscribers
to purchase stock by paying $5 on each share subscribed at the time of subscribing
and the balance in installments called for by a board of directors. The incorporators
opened subscription for stock in May 1847. Many stock subscribers owned property
near the proposed route. On January 29, 1851, however, the General Assembly altered
the charter to allow the company to construct the road on a more direct route, bypassing
the property of several stockholders. Believing that the change in route voided their
subscription agreements, several investors refused to pay their remaining installments,
and the company hired Lincoln & Herndon to collect the full subscriptions. Several
of the delinquent subscribers were from Sangamon County, Illinois, and thirty-seven were from Madison County, Illinois. Martin was among the incorporators.
The Troy Turnpike & Railroad Company v. M’Chesney, N.Y. (21 Wendell) (1839) 295-300; Selma & Tennessee Railroad v. Tipton, 5 Ala. (1843) 787-810; Beene v. The Cahawba & Marion Railroad, 3 Ala. (1842) 660-68; Louisville & Elizabethtown Turnpike Road Company v. Meriwether, 44 Ky. (5 B. Monroe) (1844) 13-18; “An Act to Construct a Railroad from Alton, in
Madison County, to Springfield, in Sangamon County,” 27 February 1847, Private and Special Laws of Illinois (1847), 144-49; Alton & Sangamon Railroad Stock Subscription Book; List of Stock Subscriptions, Document ID: 93972, Alton & Sangamon RR v. Barret, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, 2d edition (Springfield: Illinois Historic Preservation Agency, 2009), http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138164; “An Act to Amend the Charter of the Alton and Sangamon Railroad Company,” 29 January
1851, Private Laws of Illinois (1851), 35. For full treatment of these cases, see Daniel W. Stowell et al., eds.,
The Papers of Abraham Lincoln: Legal Documents and Cases (Charlottesville: University of Virginia Press, 2008), 2:172-210.
4Lincoln references the books of the corporation, containing the entries of the orders
of calls for payment. Lincoln noted the importance of this evidence in letters to
Martin dated February 19 and 21.
6Selma & Tennessee Railroad v. Tipton, 5 Ala. (1843) 787-810; Beene v. The Cahawba & Marion Railroad, 3 Ala. (1842) 660-68.
8Illinois law provided that “when any notice or advertisement shall be required by
law, or the order of any court, to be published in any newspaper, the certificate
of the printer or publisher, with a written or printed copy of such advertisement
annexed, stating the number of papers in which the same shall have been published,
and the dates of the first and last papers containing the same, shall be sufficient
evidence of the publication therein set forth.” Section fourteen of the railroad’s
charter required the directors to give notice of the payments required at least ninety
days prior to date of payment, in newspapers in the locations where notice for opening
the books for subscriptions had been published. St. Louis, Springfield, and Alton were the cities where the incorporators published notices
for subscriptions.
“An Act Concerning the Publication of Advertisements,” 28 December 1826, Revised Laws of Illinois (1833), 62-63; “An Act to Construct a Railroad from Alton, in Madison County, to
Springfield, in Sangamon County,” 27 February 1847, 148.
9Martin was concerned about the competency of stockholders as witnesses because he
was preparing to offer testimony himself, as an Alton & Sangamon Railroad stockholder,
in the railroad’s case against one delinquent stockholder in Madison County.
In his letter to Martin on February 19, Lincoln wrote that Joseph Gillespie and John T. Stuart had informed him that the Illinois General Assembly, in its just-concluded session,
had enacted a law making stockholders competent witnesses and touching on corporation
records as evidence in lawsuits. The Seventeenth Illinois General Assembly passed
no bill regarding the competency of stockholders as witnesses or the admissibility
of corporate records as evidence.
Circuit Court Transcript, 11 December 1851, Ryder v. Alton & Sangamon Railroad, case file 2208, Illinois Supreme Court, Illinois State Archives, Springfield, IL;
Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases, 2:177; General Laws of Illinois (1851).
10The railroad prepared a partially printed declaration for use in Martin’s suits against
the stockholders in Madison County.
Lincoln planned to bring suit on behalf of the railroad against Sangamon County residents
James A. Barret, Joseph Klein, Sr., John M. Burkhardt, and Thomas J. Kirkpatrick. Lincoln wrote Martin on February 19 that Kirkpatrick had paid his installments, and the railroad
dismissed its case against him. Lincoln continued to work on the three other lawsuits.
Between February and August 1851, Lincoln wrote Martin an additional ten letters relating
to these cases.
Declaration, filed 20 March 1851, Alton & Sangamon Railroad v. Parker, case file, box 22, Madison County Circuit Court, Illinois Regional Archives Depository,
Southern Illinois University, Carbondale; Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases, 2:183; Declaration, Praecipe, Document ID: 4786; Order, Document ID: 5224, Alton & Sangamon RR v. Kirkpatrick, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138126; Alton & Sangamon RR v. Barret, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138164; Alton & Sangamon RR v. Klein, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138127; Alton & Sangamon RR v. Burkhardt, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138122; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin. For full treatment of these cases, see Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases, 2:172-210.
Autograph Letter Signed, 4 page(s), Lincoln Collection, Abraham Lincoln Presidential Library and Museum (Springfield, IL).