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the retention of the check by the bank, and a subsequent charge of the check to the drawer, although it was presented by and payment made to an unauthorized person.

premises, caused by fright produced by a bois- | a right of action to the payee, is inferred from terous and violent assault upon some negroes on the premises and in her presence, by the landlord, who knew her pregnant condition, gives a cause of action against him. Hill v. Kimbell (Tex.) 618

CHARITABLE USES. See CONTRACTS, 1, 18, 19; EMINENT DOMAIN, 1.

ld.

9. The payee of a check which never came into his hands, but which was paid to some person who had no right to collect it, or was left with the bank to be credited to him, and credit not given through mere oversight, by

CHATTEL MORTGAGE. See MORT- suing the bank upon it ratifies the receipt of GAGE, 7.

CHECKS. See also BANKS AND BANKING, 4, 5; EVIDENCE, 4; INTEREST, 3; NovaTION; PAYMENT, 1.

1. The purchaser of a check made payable to the drawer's own order, the certification of which has been procured by fraud, who by mistake of both himself and the payee takes it without the latter's indorsement, holds it subject to all defenses which the bank would have against it in the hands of the payee, even although he pays full value for it without notice of the fraud; and a subsequent indorsement made after the purchaser has received such notice will not render the check valid in his hands, at least in the absence of an express agreement to indorse made at the time of the transfer. Goshen Nat. Bank v. Bingham (N. Y.)

595

2. A bank is not estopped to deny its liability on a check which it has certified, even as against a bona fide holder for value who purchased upon the faith of the certification, where it has never been indorsed by the payee. ld.

3. A bank whose certification of a check has been procured by fraud cannot maintain an action to recover possession thereof against one who has purchased bona fide and for value from the payee, but who took it without the latter's indorsement. ld.

4. One who accepts a certified check in the usual course of business does not assume the risk of insolvency of the bank upon which it is drawn, but in case it proves insolvent he may look to the drawer for payment. Born v. Indianapolis First Nat. Bank (Ind.)

442

5. Presentation of a check for payment, and notice to the drawer of nonpayment, are unnecessary when the drawer has or leaves no funds on deposit for its payment at the time when it should be presented, or if he consents or agrees that the same shall not be presented for payment. Under such circumstances the drawer's liability becomes fixed at that time without presentation and notice, and whatever takes place afterwards in the state of his account at the bank will not change the rights of the parties. Culver v. Marks (Ind.) 489 6. Willingness on the part of the bank officials to pay a check for the payment of which there are no funds on deposit will not render the presentation of the check for pay ment necessary in order to charge the drawer. Id.

7. The acceptance of a check is necessary in order to give the holder a right of action thereon against the bank. Pickle v. People's Nat. Bank (Tenn.)

93

8. The acceptance of a check, so as to give

the check from the drawer, as if it had been received by his agent for his use and benefit.

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COMMERCIAL AGENCIES.

A commercial agency is not exempted from liability for gross negligence in erroneously giving the financial standing of a person in consequence of a typographical error, by a provision in the contract that the company shall not be liable for any loss or injury caused by the neglect or other act of any officer or agent of the company in procuring, collecting, and communicating said information, and that such company does not guarantee the correct ness of said information. Crew v. Bradstreet Co. (Pa.) 661

NOTES AND BRIEFS.

Mercantile agency; liability to subscribers for false information. 662

CONDITION. See BILLS AND NOTES, 5.
CONFLICT OF LAWS. See also Hus-
BAND AND WIFE, 10.

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3. There is no room for construction of a constitution outside of the words themselves, if they are unambiguous; and the rules as to the authority of surrounding circumstances and contemporaneous exposition are unimportant in such cases. State, Weiss, v. School Dist. No. 8 (Wis.) 330

4. The State under its police power may require railroad employés to be examined by a competent board constituted by state authority, as to their fitness for their service, and impose upon the railroad companies the reasonable expense of such examination; and such imposition will not deprive the companies of property without due process of law; but the expense imposed on any company must be restricted to the examination of persons who are about to be, 1. All marriages solemnized in another or are at any time, actually employed by it, State, by parties intending at the time to re- and as to whom examinations are compulsory. side in Georgia, have the same legal effect as Baldwin v. Louisville & N. R. Co. (Ala.) 266 if solemnized in the latter State; and parties residing in Georgia cannot evade the provisions 5. No unlawful delegation of legislative of its laws as to marriage by going into an- power to a judicial officer is made by a statute other State for the solemnization of the cere-requiring the approval of a court to an ordimony. State v. Tutty (C. C. S. D. Ga.) 50 2. Where the statutory law is silent as to the effect of marriage between persons domiciled in the State and who leave it with the purpose of solemnizing the marriage elsewhere, to evade such laws, but intending to return and live therein, the marriage may be upheld where the inhibition relates to form, ceremony, or qualifications depending on age or like condi

tion.

Id.

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nance extending the limits of a city under a general law of the State. The determination of the question whether the statutory conditions have been complied with is judicial. Callen v. Junction City (Kan.)

736

from a farm to city lots, by the exercise of a 6. Changing the status of a tract of land power granted cities to extend their limits, is not a deprivation of property without due pro

cess of law.

NOTES AND BRIEFS.
See also STATUTES.

Id.

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Conflict of laws; marriage; validity governed See also BILLS AND NOTES, 2; CORPORAby law of place where entered into.

CONSTITUTIONAL

125

LAW. See also COMMERCE; COURTS, 6; DEPOSITIONS; EMINENT DOMAIN, 4; INTOXICATING LIQUORS, 3; MARKETS, 3; PEDDLERS, 2; RAILROADS, 1; SCHOOLS, 3-5; SHIPPING, 1; STATUTES, 5.

1. The right of citizens of other States to bring suit in a state court, where a citizen of that State may, is guaranteed and protected by U. S. Const. art. 4, § 2. Cofrode v. Gartner (Mich.) 511

2. The failure to provide for an appeal from the decision of commissioners placing a valuation upon railroad property for purposes

TIONS, 13.

1. NATURE AND REQUISITES.

1. Persons who make gifts to a fund allic charity are presumed to know on what terms ready established for the maintenance of a pubthe charity was established and the scheme for the management thereof; and it will also be presumed that they intended their gifts to be held upon the same trusts; and the acceptance of the gift will constitute a contract on the part of the donee that it shall be so held. Cary Library v. Bliss (Mass.) 765

2. No consideration is imported by an unsealed addendum to a sealed note, saying, "The above note is to be accounted for, with interest

at 8 per cent per annum." Sanders v. Bagwell the trust assets, although he withdrew from (S. C.) 743 the combination before the receiver was appointed. Pittsburgh Carbon Co. v. McMillin (N. Y.)

3. A parol lease of real estate for the term of one year commencing in futuro is invalid, under Minn. Gen. Stat. chap. 41, tit. 2, being an agreement which by its terms is not to be performed within one year from the making thereof. Jellett v. Rhode (Minn.) 671

46

14. The rule against granting relief to a party to an illegal contract does not apply to prevent a receiver from recovering the fruits of the transaction for the benefit of honest Id. creditors.

4. The signature of the vendor to a contract for the sale of real estate, which is other- 15. A negotiable note is not valid, even in wise sufficient, is not necessary in order to the hands of a bona fide holder, where it was enable him to enforce it against the vendee. given in consideration of a wager contract, Hodges v. Kowing (Conn.) 87 which is made a crime by statute, a transfer of 5. A contract to purchase of a man "his such note to a party ignorant of its illegality place" in a certain town, "containing 15 acres being also made a crime, although the statute more or less," sufficiently describes the prop- does not expressly declare that such notes shall erty, where he resides on the premises and be void in the hands of innocent holders. owns no other real estate in that town. Id. Snoddy v. American Nat. Bank (Tenn.)

6. The statute prohibiting the making of contracts by parol which are not to be performed within one year has no application to a contract which has been fully performed by one of the parties. Lowman v. Sheets (Ind.) 784

7. A contract within the Statute of Frauds is not void, but merely voidable. ld.

III. RESCISSION; RELIEF.

705

16. Equity will not relieve from securities executed to shield a person from prosecution for a felony of which he is guilty, upon the ground that execution for such purpose rendered them void. Shattuck v. Watson (Ark.) 551 8. Where a number of contracts are made securities in consideration of a promise to re17. One who has executed and delivered at the same time and as part of the same trans-frain from a prosecution for felony of a person action, some of which are within the Statute of Frauds and the others not, and they are of has failed from causes other than a breach of guilty thereof cannot, after his illegal purpose such a nature that they can reasonably be con- the contract, and a prosecution has been comsidered as separate, the former will be enforced menced by third parties, rescind the contract although the latter are avoided.

Id.

and recover back the securities.

IV. IMPAIRING OBLIGATION.

Id.

9. A person's title under a valid contract for the purchase of an interest in brood mares, which is coupled with a voidable contract as to 18. The prohibition against impairing the obtheir keeping, will not be affected by the avoid-ligation of contracts, contained in U. S. Const. ance of the latter contract. art. 1, § 10, applies to contracts establishing charitable trusts. Cary Library v. Bliss (Mass.)

II. CONSTRUCTION; VALIDITY.

Id.

10. If it appears that an ambiguous term in a contract has an established meaning among those engaged in the business to which the contract has reference, and unless it is given that meaning it is indefinite and equivocal, it should be treated, in interpreting the contract, as used according to that understanding. Metropolitan Exhibition Co. v. Ewing (C. C. S. D. N. Y.) 381 11. There is no necessity to particularize, in a contract for the services of a ball player which gives the employer the right to reserve" such player for the season next ensuing, the conditions or characteristics of the option, if, when the contract is made, the term has a well understood definition. Id. 12. A contract giving base ball clubs the right to "reserve" their players for another season simply gives the clubs the right, as against other clubs, to secure the services of such players if the parties can agree, but places no obligations on the players to enter into a contract for such season. Hence the players cannot be compelled to enter into such future contract by a decree of specific performance, and consequently they cannot be enjoined from entering into contracts with other clubs.

Id.

13. A party to an illegal trust combination, who, in pursuance of the agreement, has furnished goods in the name of the trustee, cannot claim the proceeds as against a receiver of

765

19. The acceptance by a town of a proposition for the donation of a fund for the estab lishment of a public library, which contains a scheme for the management of the fund and library and the payment of the money in accordance therewith, constitutes a contract between the parties; and the scheme cannot afterwards be changed by the Legislature without the consent of all the parties to the contract,— at least not until the conditions existing at the time the contract was made become so changed as to make it impracticable or inconvenient to further carry out the original scheme.

Id.

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6. When the methods of voting are not fixed by general law, corporations may make a law for themselves, subject to the qualification that such laws and regulations as they make shall not conflict with the laws of the United States. ld.

7. A regulation of a corporation that votes may be cast by proxy is a reasonable regulation, uniform in its application, works no wrong to any shareholder, and conflicts with no law of Pennsylvania. Id.

8. By-laws of a corporation providing that

II. POWERS, LIABILITIES, AND OFFICERS. when any director shall die, resign, neglect to III. STOCK AND STOCKHOLDERS.

IV. DISSOLUTION.

V. FOREIGN CORPORATIONS.

NOTES AND BRIEFS.

serve, or remove out of the county, the board may proceed to supply the vacancy, do not authorize a director to be ousted on the ground of ineligibility. Id. 9. A railroad company which has acquired

See also ACTION OR SUIT, 7; NOTICE, 2; a majority of the stock of another railroad RAILROADS, 6, 8.

I. NATURE.

1. An association for the encouragement of debating, reading, and literature, and the enjoyment of rational social amusements, and the playing of tenpins, chess, and checkers, and other lawful games, having no pecuniary profit in view, and no connection with any business purposes or with politics, and which provides that no saloon shall be kept in connection therewith, and no drinks sold by the club or any of its members,-nay be regarded as an educational association, entitled to be incorporated without the payment of a tax on capital stock, under Mo. Const. art. 10, § 21, and Mo. Rev. Stat. 1889, § 2821, 2825. State, Henderson, v. Le Sueur (Mo.) 734

II. POWERS, LIABILITIES, AND OFFICERS. 2. A corporation may execute a deed as an attorney in fact for another. Killingsworth v. Portland Trust Co. (Or.) 638

3. A person not a citizen of Pennsylvania who is a citizen of the United States can become a member of the Farmers & Mechanics Institute of Northampton County, Pennsylvania, there being no statutory or charter provision against his doing so; and such nonresident stockholder takes his shares with all the rights and privileges which pertain to them in the hands of a citizen, and he may vote upon them, and, where no other qualification than ownership of stock is required of the directors, may become a director. Detwiller v. Com. Dickinson (Pa.)

357

4. One who is not a citizen of the United States, but is, and fer many years has been, a resident and property-holder in Pennsylvania, can become a stockholder, and is entitled to

company will not be allowed, in the absence of express statutory authority, to vote such stock, either by itself or by other persons acting in its interest, in the election of officers or in matters pertaining to the management and control of the latter company; at least where the two roads are rivals having substantially the same field of operation, where a conflict of interest may arise in the matter of expenditure, or in the division of patronage or of earnings, or where the profits of one company may be enhanced by a diminution of those of the other. Memphis & C. R. Co. v. Woods (Ala.)

605

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11. A railroad company whose rights and powers in respect to a connecting road are merely those of a stockholder is not liable for the negligence of the connecting railroad. Id.

12. One employed by a corporation on a monthly salary, who is part of the time on the road selling goods, making collections, etc., as a drummer, and the rest of the time working in a store, shipping and receiving goods, moving and handling stock, etc., or making sales and collecting bills in the city,-is a "clerk," within the meaning of the Tennessee General Incorporation Act of 1875, § 11, making stockholders individually liable for moneys due "laborers, servants, clerks, and operatives" in case the corporation becomes insolvent. Cole v. Hand (Tenn.)

96

13. A by-law of a corporation providing for the removal of officers by the board of di rectors at pleasure constitutes part of the contract of employment of a secretary at a designated yearly salary, with no special agreement

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III. STOCK AND STOCKHOLDERS. 14. An attempt to release a stockholder from his contract by the general manager of a corporation, who is also its largest stockholder, secretary, and treasurer, on the stockholder's request that he would dispose of his stock, whereby he causes entries to be made on the books charging off the balance due for unpaid calls, and crediting to the stockholder the sums paid by him, will not avail to release the stock holder where no attempt is made to transfer his shares, although the manager secures new subscriptions to the stock in place thereof, and both parties suppose that he is authorized to substitute new subscriptions and release the old ones. Cartwright v. Dickinson (Tenn.) 706 15. The fact that an overissue of stock will be the result where stock is issued to new subscribers as a substitute for stockholders who wish to withdraw, unless an attempted cancellation of the earlier subscriptions (made, with supposed authority, to effect such substitution) shall be upheld, will not aid such invalid attempt at cancellation.

ld.

16. A stockholder who is misled by statements of the manager of the corporation, whom he has requested to dispose of his shares, to the effect that they have been sold, when in fact an invalid attempt to cancel them merely has been made, is not thereby released from his contract. If injured, his remedy is one against his agent, the manager.

Id.

17. An assignee of a corporation who has not resigned his trust, where there are creditors whose claims he must provide for, is not prevented from bringing suit to enforce the liability of a stockholder by the fact that he has suffered the stockholders to resume business with the machinery assigned to him, taking a bond for its protection. Id.

18. The agreement of one who signs articles of association for the formation of a corporation, to take stock therein, does not become enforceable until he has acknowledged the articles as required by Ind. Rev. Stat. § 3851. Coppage v. Hutton (Ind.)

591

19. A stockholder of a railroad company is not liable for the negligence of the officers, agents, or employés of the company in the operation of its road. Atchison, T. & S. F. R. Co. v. Cochran (Kan.)

414

20. An averment of refusal by the officers of a corporation, upon request, to take appropriate legal proceedings to prevent the unlawful voting of corporate stock, will authorize the entertainment of a suit by stockholders in their own names for the accomplishment of that object. Memphis & C. R. Co. v. Woods (Ala.) 605 21. A demand on the trustees of a corporation to restore funds misapplied is not necessary before an action by a member to compel such restoration, where the trustees themselves were parties to the unlawful transaction, and contest the action on the ground that their acts were rightful. Ashton v. Dashaway A880. (Cal.)

forfeits its franchise, but does not thereby be come subject to the escheat or confiscation of its property. Com. Attorney-General, v. New York, L. E. & W. R. Co. (Pa.) 634

23. Where a railroad company incorporated under the laws of Ohio misuses a franchise, privilege, or right conferred upon it, or claims the right to exercise, or has exercised, "a franchise, privilege, or right in contravention of law," the supreme court has jurisdiction to inquire into and correct the mischief, though the corporation may be engaged in interstate commerce, and the misuser or usurpation to be corrected relate to and concern that traffic. State, Kohler, v. Cincinnati, W. & B. R. Co. (Ohio)

319

freight per hundred pounds, for carrying pe24. Where a corporation fixes a rate of troleum oil in tank cars, substantially lower than its rate for transporting it in barrels in carload lots, it is exercising "a franchise, privilege, or right in contravention of law," within the meaning of Ohio Rev. Stat. § 6761, cl. 4. Id.

25. The donation by trustees of an incorporated benevolent association to each member, in pursuance of a unanimous vote of the members present at a meeting when the vote was taken, of a certain sum for past services, when no services had been rendered other than such as the parties were bound to render as members, is a misappropriation of corporate funds, the restoration of which may be compelled by a member who was not a party to the transaction. Ashton v. Dashaway Asso. (Cal.)

V. FOREIGN CORPORATIONS.

809

26. A foreign corporation owning all the stock of a domestic corporation, where the statutes allow its stock to be held by other corporations, does not thereby "acquire or hold' the real estate of the domestic corporation so as to violate the Pennsylvania Act of April 26, 1855, against acquiring or holding real estate directly in the corporate name, or by or through any trustee or other device whatsoever, unless specially authorized," under penalty of Com. Attorney General, v. New York, L. E. & W. R. Co. (Pa.)

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escheat.

NOTES AND Briefs.

See also QUO WARRANTO.

634

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Officers bound to notice by-laws. F 823 Who may be stockholders; uniformity of 358 by-laws; right of stockholders to vote. Stockholders' liability; laborers' wages. 97 Release of stockholder from subscription; capital stock as trust fund. 706 Liability of stockholders for debts upon fail22. A corporation violating the organic law ure to file report; survival of action.

IV. DISSOLUTION.

809

554

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