CHARACTER. Of witness, see "Witnesses," § 8. CHARGE. CLERKS OF COURTS. The recorder of the municipal court of Sanford, under Sp. Laws 1897, c. 522, § 9, in the ab sence of the judge from the court room, held to have authority to issue warrant, on complaint addressed to him commanding search for intoxicat Of legacies on property by will, see "Wills," § ing liquors.-Porell v. Cousins (Me.) 896. 17. CHATTEL MORTGAGES. 1. Requisites and validity. Affidavit held to sufficiently state true consideration for the mortgage, as required by 2 Gen. St. p. 2113, § 52.-Wilson v. Lippincott (N. J. Ch.) 989. § 2. Rights and liabilities of parties. Where chattels covered by unrecorded mortgage are attached, and mortgagor makes assignment, whereupon attachment is discontinued, and assignee takes possession, but allows mortgagee to use them pending proceedings for sale, it is not error, in an action of trover by mortgagee against mortgagor for refusing to give up possession, to charge jury that, if mortgagee merely holds property as agent for assignee, action will not lie except for portion not covered by attachment.-Phillips v. Shackford (R. I.) 306. COLLATERAL AGREEMENT. Parol evidence, see "Evidence," § 9. COLLATERAL ATTACK. On judgment, see "Judgment," § 4. COLLECTION. Of estate of decedent, see "Executors and Ad- COMMERCE. Carriage of goods and passengers, see "Carriers." § 1. Means and methods of regulation. Where part of mortgaged property is exempt, and therefore not affected by attachment or assignment, mortgagee cannot recover for same unless he proves amount and value thereof.-873. Phillips v. Shackford (R. I.) 306. A mortgagee of machinery is not entitled to indebtedness accruing to the mortgagor from use of machinery before possession was taken under mortgage.-Holt v. Ladd (Vt.) 69. Where evidence fails to show whether mortgagor operating property accounted in settlement in foreclosure for proceeds of sales, held, presumption is he did.-Holt v. Ladd (Vt.) 69. § 3. Removal or transfer of property by mortgagor. COMMISSIONS. Of broker, see "Brokers," § 1. COMMON CARRIERS. See "Carriers." COMMON SCHOOLS. Mortgage lien on hay is not lost by the owner thereof mingling it with other hay, but mort- See "Schools and School Districts," § 1. gagee held entitled to take a sufficient amount to satisfy mortgage.-Horne v. Hoyt (N. H.) 292. COMPENSATION. For performance of contract, see "Contracts," & 4. For services, see "Master and Servant," § 2. Of executor or administrator, see "Executors and Administrators," § 10. COMPETENCY. Of juror, see "Jury," § 2. Of witnesses in general, see "Witnesses," § 1. COMPLAINT. In criminal prosecution, see "Criminal Law," § 2. COMPROMISE AND SETTLEMENT. Receipt in full held prima facie evidence of settlement.-MacDonald v. Piper (Pa.) 455. COMPUTATION. Of time, see "Time." CONCLUSION. Of witness, see "Evidence," § 10. CONDITIONAL SALES. See "Constitutional Law," § 2. See "Sales," § 6. CONSTITUTIONAL LAW. Provisions relating to particular subjects,_see "Eminent Domain," § 1; "Jury," § 1; "Taxation," § 1. enactment and validity of statutes, see "Statutes," § 1. special or local laws, see "Statutes," § 2. subjects and titles of statutes, see "Statutes," 3. § 1. Obligation of contracts. Under amendment of insurance companies' act passed March 6, 1899, mutual insurance company organized prior thereto cannot become a joint-stock company against will of member acquiring membership before passage of amendment.-German Mut. Fire Ins. Co. v. Schwarzwaelder (N. J. Err. & App.) 769. CONTRACTS. Agreements within statute of frauds, "Frauds, Statute of." Assignments, see "Assignments." Damages for breach, see "Damages," § 2. Of particular classes of parties, see "Husband and Wife," § 2; "Master and Servant"; "Municipal Corporations," § 5; "Schools and School Districts," § 1. Operation and effect of usury laws, see "Usury," 1. Parol or extrinsic evidence, see "Evidence," § 9. Particular classes of express contracts, see "Bills and Notes"; "Bonds"; "Covenants"; "Guaranty"; "Insurance"; "Landlord and Tenant"; "Partnership"; "Principal and Agent"; "Sales"; "Vendor and Purchaser." employment, see "Master and Servant." mutual benefit insurance, see "Insurance,' § 10. separation agreements, see "Husband and Wife," § 6. Relating to particular subjects, see "Mines and Minerals," § 1: "Patents," § 2; "Waters and Water Courses," § 4. Specific performance, see "Specific Performance." § 1. Requisites and validity. A party cannot escape legal effect of contract signed by him on ground that he did not read it.-Condon v. Rice (Md.) 169. embezzled its funds, to make its cash account Agreement of a company's treasurer, who had right, held not to include a shortage under a prior treasurer. - Portsmouth Brewing Co. v. Mudge (N. H.) 600. Where a treasurer, who had embezzled a company's funds, promised to pay any shortage found in its cash account, such promise was binding, though the funds accrued from illegal business.-Portsmouth Brewing Co. v. Mudge (N. H.) 600. Promise by widow, entitled to administer her deceased husband's estate, not to sue defendant as such administratrix, held based on sufficient consideration.-Baker v. Delaware, L. & W. R. Co. (N. J. Sup.) 868. A contract by a widow, entitled by law to letband, not to sue defendant as administratrix, held not against public policy, where she never became such administratrix.-Baker v. Delaware, L. & W. R. Co. (N. J. Sup.) 868. L. & W. R. Co. (N. J. Sup.) 868. § 2. Equal protection of laws. 3. Due process of law. A decree for alimony, without personal service within the state, held a violation of Const. U. S. Amend. art. 14, as fixing personal liability without due process of law, and therefore void. -Elmendorf v. Elmendorf (N. J. Ch.) 164. Gen. Laws, c. 47, § 6, providing for imprisonment for collection of poll tax, does not violate Const. U. S. Amend. art. 5, which applies only to the federal government.-In re Delinquent Poll Tax (R. I.) 805. CONSTRUCTIVE TRUSTS. See "Trusts," § 1. CONTEMPT. Where a contract is made to do an act in another state which is illegal there, no action will lie by either party for a breach thereof.-Rosenbaum v. United States Credit-System Co. (N. J. Sup.) 966. A contract by a railroad company for the purchase of stocks of another is not against public policy, under Act April 23, 1861 (P. L. 410), authorizing such purchase.-Northern Cent. R. Co. v. Walworth (Pa.) 253. A contract for the sale of stocks, whereby the seller undertakes that all debts of the company shall be paid, held not void for uncertainty in not stating the debts.-Northern Cent. R. Co. v. Walworth (Pa.) 253. A contract for the sale of stock of a corporation, which was to be binding on the buyer if the examination of the books of the company was satisfactory, held not void for want of Violation of injunction, see "Injunction," § 4. mutuality, as not necessarily binding on the CONTEST. Of election, see "Elections," § 3. CONTINGENT REMAINDERS. Creation, see "Wills," § 11. buyer.-Northern Cent. R. Co. v. Walworth (Pa.) 253. Surrender of doubtful claim or right is good consideration for contract.-Sutton v. Dudley (Pa.) 438. Where property fraudulently conveyed to corporation by judgment debtor for its stock is attached, and it buys the stock, property, and judg ment for amount of judgment and counsel fees, there is consideration to it for payment of fees as well as judgment.-Sutton v. Dudley (Pa.) 438. § 2. Construction and operation-General rules of construction. Laws of another state are facts to be proven. -Rosenbaum v. United States Credit-System Co. (N. J. Sup.) 966. Deed construed, and held not to show any intention that a particular recital should operate as a covenant to pay for a building erected on the land.-Monks v. Provident Inst. for Savings (N. J. Sup.) 968. Where the parties to agreement have acted on it to certain extent, courts will give it construction in consonance with their conduct.Kopper v. Fulton (Vt.) 92. $ 4. Compensation. Plaintiff can recover for cutting lumber for defendant, though part was, by mistake, cut on the land of another, but taken possession of by defendant.-Maltais v. Foss (Ñ. H.) 599. In settlement between owner of building and contractor who had abandoned the work, charges by contractors who completed the job, for work not included in the specifications, held not allowable.-Isaacs v. Reeve (N. J. Ch.) 1. In settlement between contractor who had abandoned work and owner of building, certain charges by contractors who completed the work held not allowable.-Isaacs v. Reeve (N. J. Ch.) 1. Charge of building contractor for extra work held not allowable, where such work was done as offset against failure of contractor's mason to do work according to specifications.-Isaacs v. Reeve (N. J. Ch.) 1. Building contractor held entitled to extra charge for certain doors furnished, which he claimed were ordered, and which architect of owner denied.-Isaacs v. Reeve (N. J. Ch.) 1. Contractor held entitled to allowance for extra work and material required by owner.-Isaacs v. Reeve (N. J. Ch.) 1. A reasonable charge of building contractor for extra work held allowable.-Isaacs v. Reeve (N. J. Ch.) 1. Where owner of building ordered doors of special pattern, in place of cheaper ones, contractor is entitled to difference in cost.-Isaacs v. Reeve (N. J. Ch.) 1. Where a building contractor abandoned work, and other contractors were employed, charge by architect for new plans and personal supervision held excessive.-Isaacs v. Reeve (N. J. Ch.) 1. Under clause of specifications of building contract, owner held to have right to put in such hardware as he chose, and have a deduction therefor from contract price.-Isaacs v. Reeve (N. J. Ch.) 1. Original contractor, who had abandoned work, held chargeable, in settlement with owner, for screens furnished by contractors completing work, and provided for in contract.-Isaacs v. Reeve (N. J. Ch.) 1. Original contractor, who had abandoned work, held not chargeable, in settlement with owner, for full cost of scraping floors, where bad condition was not fault of original contractor.-Isaacs v. Reeve (N. J. Ch.) 1. Original contractor, who had abandoned work, held not chargeable, in settlement with owner, for full costs of new material used by contractors completing the work, where contract called for old material.-Isaacs v. Reeve (N. J. Ch.) 1. In settlement between owner of building and contractor who had abandoned the work, original contractor held not chargeable for certain repairs.-Isaacs v. Reeve (N. J. Ch.) 1. § 5. Performance or breach. Where a trust company pledges certain property, and agrees to pay expenses of the trustees, and is unable to do so because of insolvency, the trustees are entitled to damages for breach thereof.-Bank Com'rs v. New Hampshire Trust Co. (N. H.) 130. § 6. Actions for breach. Under Prac. Act, §§ 1, 9, an allegation that the debt sued on is due is unnecessary, in an action on an implied contract to pay for services.-Morehouse v. Throckmorton (Conn.) 747. A company's books, defendant's reports as admissible to show defendant's liability for a treasurer, and an accountant's testimony held shortage, though a part of the shortage shown by the books, reports, and testimony occurred under a previous treasurer.-Portsmouth Brewing Co. v. Mudge (N. H.) 600. Where plaintiff did not know that a contract was illegal in another state, and defendant did know, the latter is liable for such damages as plaintiff has sustained.-Rosenbaum v. United States Credit-System Co. (N. J. Sup.) 966. of a contract, held error to grant a nonsuit beIn an action to recover for part performance cause the contract was entire, where plaintiff excused his failure by alleging a rescission by defendant.-Easton v. Jones (Pa.) 264. In an action to recover for part performance of a contract to deliver lumber, held error to with defendant's consent, sold a large quantity grant a nonsuit over evidence that plaintiff. of the lumber to another, which disabled him from fulfilling his agreement.-Easton v. Jones (Pa.) 264. CONTRIBUTORY NEGLIGENCE. See "Negligence," § 2. CONVERSION. Wrongful conversion of personal property, see "Trover and Conversion." A provision in a will that real estate be sold, and proceeds divided among testator's children, constitutes a pecuniary legacy.-In re Journey's Estate (Del. Ch.) 795. Will construed, and held not to convert the realty into personalty, so as to defeat partition thereof.-Reid v. Clendenning (Pa.) 500. Beneficiaries entitled to proceeds of land directed to be sold by executor under power of sale in will do not acquire legal title to such land as an election merely by executing contract to sell it.-Van Zandt v. Garretson (R. I.) 221. CORPORATIONS. See "Insurance," § 10. banks, see "Banks and Banking," § 1. Taxation of corporations and corporate property, see "Taxation," §§ 2. 4. § 1. Incorporation and organization. In action against corporation for damages for tort committed while acting as corporation, validity of incorporation cannot be impeached. Pinkerton v. Pennsylvania Traction Co. (Pa.) 284. Corporation, though created by void law, cannot have its corporate expenses collaterally attacked. Commonwealth v. Philadelphia County (Pa.) 336. § 2. Corporate existence and franchise. Simple statements of matters required by Act April 7, 1875, § 11, to be contained in certificate of incorporation, do not limit the stockholders so as to prevent a change in the purposes of a corporation, by consent of two-thirds of the stockholders, under section 33. - Meredith v. New Jersey Zine & Iron Co. (N. J. Ch.) 55. § 3. Corporate name, seal, domicile, bylaws, and records. A corporation may be enjoined from using the name of another corporation, previously adopted, to the latter's injury, where such use would tend to deceive the public. St. Patrick's Alliance v. Byrne (N. J. Ch.) 716. Gen. Laws, c. 176, § 2, cl. 2, held not to authorize a corporation to assume the name of an unincorporated society where such use was inimical to such society's interest.-Aiello v. Montecaloo (R. I.) 931. A bill for an injunction to restrain a corporation from wrongfully using the name of an unincorporated society, charging that such use had caused and would cause plaintiff loss and damage, held sufficient.-Aiello v. Montecaloo (R. I.) 931. An injunction restraining a corporation from wrongfully using the name of an unincorporated society held not to deprive such corporation of its franchises.-Aiello v. Montecaloo (R. I.) 931. § 4. Capital, stock, and dividends. 17 Del. Laws, c. 147, § 18, held not to render invalid an unrecorded transfer of a stockholder's shares as collateral security, as against attaching creditors.-Allen v. Stewart (Del. Ch.) 786. Corporation's books not being open to the public, failure to record assignment of stock as collateral security held not to render such assignment void as to creditors.-Allen v. Stewart (Del. Ch.) 786. Corporation issuing stock in exchange for property taken in full payment cannot question consideration without returning the property.-Gillin v. Sawyer (Me.) 677. Where a corporation wrongfully refused to transfer stock, such transfer will be considered as made as of the date of the request, in a subsequent action by the transferee for increased stock.-Real-Estate Trust Co. v. Bird (Md.) 1048. A transferee of a stock certificate held entitled to maintain suit in quity to compel a transfer of the stock, which the corporation wrongfully refused.-Real-Estate Trust Co. v. Bird (Md.) 1048. Under a corporation's charter, an original subscriber held not entitled to participate in a stock increase, where he was not a stockholder at the date of the increase.-Real-Estate Trust Co. v. Bird (Md.) 1048. Transferee of corporate stock prior to the voting of an increase thereof held entitled to participate therein, though his assignor, in an agreement with the stockholders to which the corporation was not a party, waived his right thereto.Real-Estate Trust Co. v. Bird (Md.) 1048. Transfer of stock as security for a debt is valid, though without registration on the books of the corporation.-Meredith Village Sav. Bank v. Marshall (N. H.) 526. Where defense to action on subscription to stock was that subscription was paid by credit on purchase price of land, held competent for officer of corporation to testify that executive committee had been informed of such application of subscription.-Libby v. Mt. Monadnock Mineral Spring & Land Co. (N. H.) 602. Credit on purchase price of land held valid payment of subscription to stock.-Libby v. Mt. Monadnock Mineral Spring & Land Co. (N. H.) 602. Where one, by terms of his subscription to stock of corporation, agreed to pay the amount at specified times, suit can be maintained on contract of subscription, though no assessments have been collected by sale of stock subscribed for.-Shattuck v. Robbins (N. H.) 694. False representation of solicitor of subscriptions to stock of a certain corporation, made at time defendant subscribed, held mere expression of opinion, not vitiating subscription.-Shattuck v. Robbins (N. H.) 694. vent corporation to have his purchase of stock Bill by stockholder against receiver of insoldeclared void, on ground of fraudulent representations of president, dismissed, when plaintiff had acquiesced in situation nearly three years before bringing suit.-Tierney v. Parker (N. J. Ch.) 151. 8 5. Members and stockholders. Liability of stockholder to pay difference between value of property taken in payment of stock and the agreed value arises only after default of corporation has been judicially ascertained.-Gillin v. Sawyer (Me.) 677. Stock subscriptions being payable in part in wages, amount retained held not recoverable, on wood Union Shoe Co. (N. H.) 392; Peavey v. insolvency of corporation.-Lincott v. NorthSame, Id.; Giles v. Same, Id.; Marston v. Same, Id.; Holmes v. Same, Id. Right to sue stockholder for debt of corporation is not contractual.-Crippen v. Laighton (N. H.) 538. and creates no liability of a stockholder for a Const. Kan. art. 12, § 2, is not self-executing, corporation's debt.-Crippen v. Laighton (N. H.) 538. Laws of Kansas making a stockholder liable for the debts of a bank held not enforceable in New Hampshire, as they have no extraterritorial effect.-Crippen v. Laighton (N. H.) 538. A breach of contract between the stockholders in the original certificate, by a purchase of property outside of the state, could be sanctioned by the assent of two-thirds in value of the stockholders, under Act April 7, 1875, § 33.Meredith v. New Jersey Zinc & Iron Co. (N. J. Ch.) 55. The purchase and use of a reducing plant by mining corporation out of the state held not a breach of contract with the stockholders under the original certificate.-Meredith v. New Jersey Zinc & Iron Co. (N. J. Ch.) 55. § 6. Officers and agents. Under Gen. St. § 1932, director of corporation who participates in declaration of dividend, and takes his share, knowing that corporation is in solvent, is liable for amount received.-Davenport v. Lines (Conn.) 17. Where the directors take individual action in attempting to remove a superintendent, held, such action is illegal unless all had opportunity to participate therein.-Hamlin v. Union Brass Co. (N. H.) 385. Corporation may act by agents without giving them authority in writing.-Flaherty v. Atlantic Lumber Co. (N. J. Ch.) 186. The fact that one of the rival claimants to a corporate office holds funds which he refuses to pay over to one claiming as his successor, does not authorize a court of equity to determine the rights of the parties to the office.-St. Patrick's Alliance v. Byrne (N. J. Ch.) 716. Equity will not determine a contest by different persons to offices of a corporation, unless the decision of such question is necessary to the determination of some other issue.-St. Patrick's Alliance v. Byrne (N. J. Ch.) 716. § 7. Corporate powers and liabilities. Corporation, other than one created under the general incorporation act, may be sued either in the county where its certificate is recorded or that in which it carries on its business.-Henderv. Maryland Home Fire Ins. Co. (Md.) 1020. It is not ultra vires for corporation, practically all assets of which have been conveyed to it in fraud of judgment creditors of its chief stockholder, to buy judgments and secure release of holder, to buy judgments and secure release of assets from attachments. - Sutton v. Dudley (Pa.) 438. $ 8. Insolvency and receivers. Evidence held sufficient to establish insolvency of corporation at time of declaring dividend. Davenport v. Lines (Conn.) 17. Receiver of insolvent corporation may bring action to recover dividend paid to director after insolvency.-Davenport v. Lines (Conn.) 17. Evidence showing insolvency of a corporation held admissible.-Davenport v. Lines (Conn.) 17. Where funds are deposited in chancery by the receiver for distribution among creditors, he having been appointed under the act relating exclusively to insolvent corporations, they will be distributed to simple contract and judgment creditors alike.-In re Lord & Polk Chemical Co. (Del. Ch.) 775. In suit by receiver to recover assets of corporation given to indemnify directors, held, they were entitled to prove claim under judgment against corporation compromised by them.Gray v. Taylor (N. J. Err. & App.) 668. Under provision of general corporation act authorizing appeal to court of chancery from derelief may be given under original bill or by way termination of receiver of insolvent corporation, relief may be given under original bill or by way of cross bill.-Gray v. Taylor (N. J. Err. & App.) 668. In insolvency, in order to vest court with jurisdiction to decree sale of property clear of incumbrances, it must appear that they are disputed, and that the property will materially deteriorate pending litigation. Reilly v. Penn Cordage Co. (N. J. Ch.) 161. A receiver of an insolvent corporation may enjoin the prosecution of a pending action commenced against the corporation by a creditor thereof prior to the insolvency proceedings.Morton v. Stone Harbor Imp. Co. (N. J. Ch.) 875. A stock and bond holder held not entitled to receiver, where the corporation had legally leased its property, though for a sum insufficient to pay interest on its bonds.-City of Cape May v. Cape May, D. B. & S. P. R. Co. (N. J. Ch.) 973. another, has no assets but the remnant of the Where one corporation, leasing the property of term, and cannot operate under the lease at a profit, the appointment of a receiver is not justified.-City of Cape May v. Cape May, D. B. & S. P. R. Co. (N. J. Ch.) 973. Stockholders and directors who hold notes of the company for money advanced in good faith may share in the distribution of its assets. Hoover Mercantile Co. v. Evans Min. Co. (Pa.) 277. 9. Reincorporation and reorganiza tion. Under Act May 25, 1878, extending, by its title, Act 1861, entitled "An act concerning the sale of railroads," etc., to all manufacturing corporations, the purchaser of the property of a gas company under judicial process will acquire all the rights of such company.-Gas & Water Co. of Downingtown v. Corporation of Borough of Downingtown (Pa.) 282. An electric light, heat, and power company held a manufacturing corporation, within Act Where corporation is adjudged insolvent, asMay 25, 1878 (P. L. 145), providing, on sale signees cannot sue subscriber to recover differ- of franchise under process, purchasers may reorence between actual and agreed value of prop-ganize. Commonwealth v. Keystone Electric erty paid by him for shares, where no fraud is Light, Heat & Power Co. (Pa.) 326. shown.-Gillin v. Sawyer (Me.) 677. Assignee of insolvent corporation in favor of creditors can, under Rev. St. c. 46, §§ 45-47, go behind honest judgment of parties as to value of property paid for shares of stock and recover difference. Gillin v. Sawyer (Me.) 677. Assignee in insolvency cannot sue stockholders for difference between agreed value and actual value of property taken in payment of stock until the amount of default of corporation as to creditors has been judicially determined.-Gillin v. Sawyer (Me.) 677. Directors compromising judgment against corporation held entitled to prove it against the corporation on the basis of the compromise.-Gray v. Taylor (N. J. Err. & App.) 668. Receiver of insolvent corporation may recover assets withdrawn after insolvency to secure directors against liability incurred for corporation. -Gray v. Taylor (N. J. Err. & App.) 668. Directors compromising with creditors, and taking assignment of judgment against corporation, held to have a lien on certain property, covered by the judgment, coming into the hands of the receiver of the corporation.-Gray v. Taylor (N. J. Err. & App.) 668. CORRECTION. Of assessment of taxes, see "Taxation," § 4. Of record on appeal or writ of error, see "Appeal and Error," § 7. COSTS. § 1. Persons, property, and funds liable. Costs in a proceeding to recover taxes found to be due a city, interpleaded in an action by a town against its tax collectors, held not payable from the fund recovered.-Town of Gilford v. Munsey (N. H.) 536. § 2. On appeal or error, and on new trial or motion therefor. Under Act May 19, 1897, a penalty may be imposed, where an unauthorized appeal from an interlocutory order delays nearly a year the prosecution of the cause to a final decree.-Richardson v. Richardson (Pa.) 445. COUNCIL. See "Municipal Corporations," § 2. |