$68. In contempt proceedings for violation of order as to the custody of children, costs held not to be given to either party.-Dixon v. Dixon (N. J. Ch.) 995. CONTIGUOUS LANDOWNERS. See Adjoining Landowners. CONTINGENT REMAINDERS. Construction of wills, see Wills, § 634. CONTRACTORS. Bonds, see Municipal Corporations, § 348. Independent contractors, see Master and Servant, § 322; Municipal Corporations, & 751. Right to mechanic's lien, see Mechanics' Liens, $93. CONTRACTS. Agreements within statute of frauds, see Frauds, Alteration, see Alteration of Instruments. Cancellation of written contracts, see Cancella- Equitable conversion effected by contract, see Impairing obligations, see Constitutional Law, Novation, see Novation. Parol or extrinsic evidence to construe and apply language of written contract, see Evidence, §§ 448-461. Particular classes of express contracts. See Bills and Notes: Covenants; Deeds; Guar anty; Joint Adventures; Partnership; Sales. Agency, see Principal and Agent. Assignment of mortgage or debt secured there- Bills of lading, see Carriers, §§ 62, 64. Indorsement of bill or note, see Bills and Notes, Insurance policies, see Insurance. Leases, see Landlord and Tenant. Receivers' certificates, see Receivers, § 127. Submission to arbitration, see Arbitration and Suretyship, see Principal and Surety. Particular classes of implied contracts. I. REQUISITES AND VALIDITY. (A) Nature and Essentials in General. Implied tenancy, see Landlord and Tenant, § 9. Parol or extrinsic evidence to contradict or vary written contract, see Evidence, §§ 387-419. Parol or extrinsic evidence to show invalidity of written contract, see Evidence, § 434. Separate or subsequent oral agreement affecting written contract, see Evidence, § 441. Specific performance, see Specific Performance. Of mortgage, see Chattel Mortgages, § 47. (B) Parties, Proposals, and Acceptance. § 28. In an action by a contractor for buildpainting was included in the contract.—Annis ing a house, evidence held to show that the V. Saugy (R. I.) 81. Contracts of particular classes of persons. See Carriers, §§ 62, 64, 180; Corporations, §§ 406, 448-474; Husband and Wife, §§ 48, 193; Infants, $$ 47, 50; Landlord and Tenant, § 326; Municipal Corporations, &$ 238, 332 373; Principal and Agent, § 101; Receivers, § 127; Schools and School Districts, §§ 135, 136; Warehousemen. Attorney, with client, see Attorney and Client, Devisees and legatees, see Wills, § 740. Officers and agents of corporations in general, Contracts relating to particular subjects. Agreements to arbitrate, see Arbitration and Compensation of broker, see Brokers, §§ 40-57. Limitation of liability of carrier in respect to Married women's separate property, see Hus- Renting on shares, see Landlord and Tenant, Standing timber, see Logs and Logging, § 3. Transportation of goods, see Carriers, §§ 62, (C) Formal Requisites. (D) Consideration. Parol or extrinsic evidence to show nature of consideration, see Evidence, § 419. Sufficiency to entitle party to specific performance, see Specific Performance, § 50. Particular classes of contracts. See Bills and Notes, § 94; Compromise and Settlement, § 6. Agreement to arbitrate, see Arbitration and $67. The discharge of a legal obligation is a sufficient consideration for an express promise by the person discharged to perform the obligation or do some act accepted in lieu thereof by the obligee.-Root v. New Haven Trust Co. (Conn.) 950. (E) Validity of Assent. Parol or extrinsic evidence to show invalidity, see Evidence, § 434. To deed, see Deeds, § 71. $93. Contracts resting upon a proper consideration, fairly made, with a full knowledge of the facts, under a mistake or ignorance of the law, will not be set aside in equity, in the absence of special grounds of equitable relief.Galard v. Winans (Md.) 626. $94. The fact that prior agreements, proposals, negotiations, and bids became merged in a subsequent contract would not prevent them, or any other matters antecedent to the execution of the contract, from becoming the foundation of fraud growing out of them.-Board of Water Com'rs of City of New London v. Robbins & Potter (Conn.) 938. $94. The doctrine that a party is conclusively presumed to know the contents of an instrument signed by him does against fraud.-Vaillancourt v. Ry. Co. of Canada (Vt.) 99. not obtain as | sistent with that to which they are sought to § 95. Contracts of a parent for the payment of a debt of a son, executed under circumstances created by the creditor which deprive the parent of the freedom and power of deliberation necessary, may be avoided in equity as made without consent.-Ball v. Ward (Ñ. J. Ch.) 158. (F) Legality of Object and of Consideration. § 116. A contract that the covenantor will not engage in a competitive business held valid and enforceable.-Artistic Porcelain Co. v. Boch (N. J. Ch.) 680. (B) Parties. § 187. A contract of two persons on a sufficient consideration for the benefit of a third person is enforceable against the contractor.Deseumeur v. Rondel (N. J. Ch.) 703. (D) Place and Time. tion of a certain contract, held that it might § 215. No date being fixed for the determinabe terminated at the pleasure of either party.Rosenblatt v. Weinman (Pa.) 54. § 117. A contract not to engage in the manufacture of certain door knobs for a period of $215. Notice of intention to terminate a five years held reasonable, and enforceable. partnership held insufficient for indefiniteness. Artistic Porcelain Co. v. Boch (N. J. Ch.) 680.Rosenblatt v. Weinman (Pa.) 54. (E) Conditions. § 117. A contract not to engage in competitive business, if subject to reasonable qualification as to time or space, is valid.-Artistic In insurance policies, see Insurance, § 335. Porcelain Co. v. Boch (N. J. Ch.) 680. $128. An agreement to convey property in satisfaction of an embezzlement, in consideration of a promise not to prosecute, is illegal.Jourdan v. Burstow (N. J. Ch.) 124. § 128. An agreement between debtor and creditor to compound a crime committed by the debtor makes the transaction for the payment of the debt illegal.-Ball v. Ward (N. J. Ch.) 158. § 138. Property conveyed in satisfaction of an embezzlement, in consideration of a promise not to prosecute, cannot be recovered.-Jourdan v. Burstow (N. J. Ch.) 124. § 141. In seeking the intention of parties in business transactions, preference must be given to intelligent and honest purposes, rather than the reverse.-Brown v. Bishop (Me.) 724. § 141. In a contract that the covenantor will not engage in a competitive business, it will be presumed that the parties intended to provide for a reasonable restraint.-Artistic Porcelain Co. v. Boch (N. J. Ch.) 680. II. CONSTRUCTION AND OPERA TION. Particular classes of contracts. See Chattel Mortgages, §§ 106, 129; Compromise and Settlement, § 17; Covenants, §§ 4084; Guaranty, §§ 27, 38; Insurance, §§ 146156; Mortgages, §§ 143-151. Deeds, see Deeds, §§ 90-182. (F) Compensation. § 232. The testing of plumbing, gas, and metal work to ascertain whether it complied with the contract for installment held not chargeable as extra. Federal Trust Co. v. Guigues (N. J. Ch.) 652. § 234. A credit on a building contract cannot be allowed defendant for the amount of land which it agreed to transfer to plaintiff, but which it never transferred.-R. A. Sherman's Sons Co. v. Industrial & Mfg. Co. (Conn.) 773. III. MODIFICATION AND MERGER. § 238. A stipulation in a building contract reduced to writing may be waived by the parties, and, when waived, any form of agreement is open to the parties, and is binding on them.O'Loughlin v. Poli (Conn.) 763. § 238. The parties to a building contract reduced to writing may alter the same by a parol agreement or by an implied agreement satisfactorily established.-O'Loughlin v. Poli (Conn.) 763. § 244. The facts held to authorize the court to find that the price for the completion of a building should not be reduced because of alterations ordered by the owner and assented to by the contractor.-O'Loughlin v. Poli (Conn.) 763. IV. RESCISSION AND ABANDON- Leases, see Landlord and Tenant. §§ 37, 41; Cancellation of written contracts in equity, see Mines and Minerals, §§ 62, 70, 81. (A) General Rules of Construction. Parol or extrinsic evidence to construe and apply language of written contract, see Evidence, §§ 448-461. Parol or extrinsic evidence to contradict or vary written contract, see Evidence, §§ 387419. Separate or subsequent oral agreement affecting written contract, see Evidence, § 441. 155. In the construction of contracts, it is a general rule that all words are to be taken most strictly against the grantor or contractor. -Newcomb v. Kloeblen (N. J.) 511. § 164. Two agreements which are parts of the same contract should be construed together. -R. A. Sherman's Sons Co. v. Industrial & Mfg. Co. (Conn.) 773. § 170. Contemporary construction of a contract by acts of the parties to be entitled to weight, must appear to have been acts of both, with knowledge and with a purpose con Cancellation of Instruments. § 270. One led into a contract by fraud may repudiate it if, and only if, he proceeds to do so promptly, upon his discovery of the fraud, or within a reasonable time thereafter, if the contract was partly executed at the time of such discovery, or he may continue in the execution of the contract, and sue for damages for the fraud.-Board of Water Com'rs of City of New London v. Robbins & Potter (Conn.) 938. V. PERFORMANCE OR BREACH. Affecting right of contractor to mechanic's lien, Revocation of agreement to arbitrate, see Ar- Particular classes of contracts. Contracts to devise or bequeath, see Wills, § 61. § 280. Where the painting, which was included in a contract to build a house, was not finished when said house was destroyed by fire, the contract was not completed, so as to render the owner liable on the contract.-Annis v. Saugy (R. I.) 81. § 284. The decision of an engineer pursuant to a contract held conclusive that work and materials were not extras furnished by subcontractors-Beattie v. McMullen, Weand & McDermott (Conn.) 767. § 284. Under arbitration agreement arbitrator held to have power to award damages for delay in completing the work.-Conneaut Lake Agricultural Ass'n v. Pittsburg Surety Co. (Pa.) 620. § 287. An action will not lie to recover moneys due on a building contract providing for an architect's certificate, unless the certificate is produced or excused.-Federal Trust Co. v. Guigues (N. J. Ch.) 652. $290. That contractors continued to receive and use stone for a bridge knowing subcontractors claimed they were extras held not to prevent them from insisting on the right given by the written contract, to have its requirements fulfilled to the engineer's approval, and thus preclude recovery on the claim if he decided the work was required.-Beattie_v. McMullen, Weand & McDermott (Conn.) 767. $290. Bringing suit on a building contract held not a waiver of the arbitration clause therein.-Conneaut Lake Agricultural Ass'n v. Pittsburg Surety Co. (Pa.) 620. $305. A waiver by an owner of the stipulation in a building contract limiting the time for the completion of the building held to deprive him of the right to recover damages resulting from delay in the completion.-O'Loughlin v. Poli (Conn.) 763. $305. A building contractor held not liable for damages for failing to complete the building within the time contracted for.-O'Loughlin v. Poli (Conn.) 763. setts Collecting & Rating Agency v. Crudeli (R. I.) 177. § 328. An attempt to avoid a contract sued on, on the ground that the instrument signed was not the contract between the parties, would not preclude an attempt to accomplish that result on the ground that defendant was induced by deceit to execute the instrument.-Board of Water Com'rs of City of New London v. Robbins & Potter (Conn.) 938. § 339. In an action for work, labor, and materials, where defendant alleged that the work was done for a specified price, plaintiff held not required to show that the contract was made on behalf of defendant by his authorized Hat Co. (Conn.) 881. agent.-Cunningham & Patchen v. Delohery § 348. In so far as subcontractors for bridge lied on an order therefor by the engineer, held stone, suing for extra work and materials, rethat they were bound to prove his authority to order, at the contractor's expense, extra work and material not embraced in the contract, or that, having assumed the authority, the contractor subsequently ratified his acts.-Beattie v. McMullen, Weand & McDermott (Conn.) 767. extra work and materials, held proper to permit § 349. In an action by subcontractors for them to produce stones like those on which extra work was done and similarly dressed, and to show they were dressed finer than required and prove the necessary expense incurred.Beattie v. McMullen, Weand & McDermott (Conn.) 767. recover for extra work and material, held that § 349. In an action by a subcontractor to every part of the principal contract and specifications which could fairly be said to describe the kind and quantity of material to be furnished by plaintiffs, or work to be done as described by their contract, was open for the jury's consideration.-Beattie v. McMullen, Weand & McDermott (Conn.) 767. § 353. In an action by subcontractors for extra work and materials, the conclusiveness of a bona fide decision of an engineer that work claimed as extra work was in fact required by the contract held overlooked in a statement in the charge.-Beattie v. McMullen, Weand & McDermott (Conn.) 767. CONTRADICTION. $306. The surety on a contractor's bond held to have been given reasonable time to elect Of witness, see Witnesses, § 398. to perform the contract after default, and the obligee could complete the work.-Etna Indemnity Co. v. George A. Fuller Co. (Md.) 369. § 322. In an action by a building contractor for the unpaid price, the final certificate of the architect held admissible.-O'Loughlin v. Poli (Conn.) 763. VI. ACTIONS FOR BREACH. Actions of assumpsit, see Assumpsit, Action of. Parol or extrinsic evidence to construe and apply language of written contract, see Evidence, $$ 448-461. Parol or extrinsic evidence to contradict or Parol or extrinsic evidence to show invalidity § 324. A recovery of the fee, under a contract requiring annual prepayment of a membership fee, cannot be had on a count on book account, or on the common counts; but plaintiff should declare specifically on the contract.-Massachu CONTRIBUTION. $5. There is no apportionment of responsibility, and no right of contribution or indemnity between persons uniting in a tort.-Sparrow v. Bromage (Conn.) 1070. CONTRIBUTORY NEGLIGENCE. See Negligence, §§ 66, 82, 122, 135. CONTROVERSY. Amount in controversy as affecting jurisdiction CONVERSION. Wrongful conversion of personal property, see § 1. The rule relating to conversion of money into real estate and real estate into personalty held to apply only where there is a positive direction to convert.-McKiernan v. MeKiernan (N. J. Ch.) 289. § 11. A declaration of trust held not to convert the land held in trust into personalty.McKiernan v. McKiernan (N. J. Ch.) 289. CONVEYANCES. Absolute deed as mortgage, see Mortgages, § 33. Description of boundaries, see Boundaries. Equitable conversion effected by sale of land under order of court, see Conversion, § 11. Estoppel by deed, see Estoppel, §§ 32, 44. Fraudulent as to creditors or subsequent purchasers, see Fraudulent Conveyances. Reformation, see Reformation of Instruments. Validity as to creditors or subsequent purchasers, see Fraudulent Conveyances. Conveyances by or to particular classes of persons. See Corporations, §§ 542-566; Husband and Assignees for benefit of creditors, see Assign- Married women, see Husband and Wife, § 193. Purchasers at judicial sales in general, see Judicial Sales, § 61. Sheriffs, see Judicial Sales, § 61. I. INCORPORATION AND ORGAN IZATION. Of municipalities, see Municipal Corporations, 4. Reference to master in proceedings against promoters for accounting, see Equity, § 401. clude a corporation organized to engage in the § 3. A "business corporation" held to inbusiness of manufacturing, selling, and distilling intoxicating liquors, etc.-Greenough v. Board of Police Com'rs of Town of Tiverton (R. I.) 785. $ 28. An assignment of shares in a building association made to a bank as collateral for a loan held not invalid because of a legal supposed nonexistence of the corporation after the termination of its charter, notwithstanding 1 Gen. St. 1895, p. 972.-Campbell v. Perth Amboy Mut. Loan, Homestead & Building Ass'n (N. J. Ch.) 144. $30. Promoters undertaking to sell property to a corporation are bound to disclose all the facts connected with the transaction.-Mason v. Carrothers (Me.) 1030. § 30. A promoter does not perform his duty to disclose profits made in a sale to the corporation by submitting a statement containing facts which, if followed by further inquiry, would enable the inquirer to ascertain the facts. -Mason v. Carrothers (Me.) 1030. $30. Rev. St. c. 47, § 50, held not to au Conveyances of particular species of, or estates thorize the issuance of stock by a corporation or interests in, property. See Mines and Minerals, § 55. Married women's separate property, see Husband and Wife, § 193. Personal property, in general, see Chattel Mortgages; Sales. Real property in general, see Deeds; Mortgages: Vendor and Purchaser. Standing timber, see Logs and Logging, § 3. Water rights, see Waters and Water Courses, §§ 154, 156. Particular classes of conveyances. See Assignments; Assignments for Benefit of Creditors; Chattel Mortgages; Deeds; Mortgages. In trust, see Trusts, § 61. CONVICTS. Nature and extent of punishment, see Criminal Law, & 1214. CORPORATIONS. Eligibility for license to sell liquors, see Intoxicating Liquors, § 58. Taxation of corporations and corporate property, see Taxation, §§ 167. 365. Unincorporated trade associations, see Trade Unions. Particular classes of corporations. See Building and Loan Associations; Carriers; Colleges and Universities; Municipal Corporations; Railroads; Religious Societies. Banks, see Banks and Banking. Gas companies, see Gas, § 7. Insurance companies, see Insurance. Mutual benefit insurance associations, see Insurance, §§ 698-793. Navigation companies, see Navigable Waters, § 9. School districts, see Schools and School Districts, $$ 11-159. Street railroad companies, see Street Railroads. Water companies, see Waters and Water Courses. § 188. managed by dummy stockholders and directors to promoters for property, to such an amount as to allow the promoters a large secret profit.Mason v. Carrothers (Me.) 1030. § 30. Promoters dealing with dummy stockholders and directors who were their employés, in a transaction with the corporation, will be regarded as dealing with themselves.-Mason v. Carrothers (Me.) 1030. II. CORPORATE EXISTENCE AND FRANCHISE. Of water companies, see Waters and Water Courses, § 188. III. CORPORATE NAME, SEAL, DOMICILE, BY-LAWS, AND RECORDS. Statement of corporate residence in notice of claim of lien on funds due contractor for public improvement, see Municipal Corporations, § 373. IV. CAPITAL, STOCK, AND DIVI- Attachment of corporate stock, see Attachment, Of building and loan associations, see Building (B) Subscription to Stock. 71. Under Pub. Acts 1903, pp. 169, 170, c. 194. §§ 63, 64, the certificate of incorporation of a trading corporation organized to take over the business of a corporation could provide for the issuance of preferred stock to creditors of the firm to be used in payment for purchases from the corporation.-Butler v. Beach (Conn.) 748. (C) Issue of Certificates. Attachment of corporate stock, see Attachment, $165. (D) Transfer of Shares. Pledge of stock of building and loan association, see Building and Loan Associations, § 10. § 354. A director of a corporation, having stated in the certificate of organization that H.'s shares of stock had been fully paid up, could not assert the contrary against creditors of the corporation.-Baldwin v. Wolff (Conn.) 948. § 129. The books of a corporation are for many purposes the primary evidence of membership as between the corporation and the § 361. In an action by a trustee in bankmembers, and for the purpose of exercising per- ruptcy against a director of the bankrupt corsonal rights of membership, such as voting, the poration for fraudulent withdrawal of funds of corporation may require the transfer on the the corporation, evidence held to support a rebooks, and in the payment of dividends with-covery by the trustee.-Baldwin v. Wolff (Conn.) out notice of an adverse claim a corporation is protected by payment to the holder of record on its books.-Campbell v. Perth Amboy Mut. Loan, Homestead & Building Ass'n (N. J. Ch.) 144. (E) Interest, Dividends, and New Stock. § 156. Preferred stockholders held entitled to share with common stockholders in all profits distributed after the latter have received an amount equal to the stipulated dividend on the preferred stock.-Sternbergh v. Brock (Pa.) 166. $156. Certain fact held not to be considered in determining whether, after payment of an equal amount as dividend on common stock to that received by preferred, such preferred stock was entitled to participate in the distribution of any remaining profits.-Sternbergh v. Brock (Pa.) 166. § 156. An agreement and resolution pursuant thereto held not to limit preferred stock to a dividend of 5 per cent. per annum, but such stock, after payment of an equal amount as dividend on common stock, was entitled to participate with the common stock in any remaining profits.-Sternbergh v. Brock (Pa.) 166. V. MEMBERS AND STOCKHOLDERS. (C) Suing or Defending on Behalf of Corporation. § 206. Stockholders may sue in their own name to recover secret profits made by promoters for which they should account, where an application to the corporation's officers to sue would be ineffectual.-Mason v. Carrothers (Me.) 1030. § 207. Subsequent bona fide purchasers of a corporation's preferred treasury stock for full cash value, without knowledge of secret profits, held entitled to recover the same in equity. Mason v. Carrothers (Me.) 1030. $ 207. Subsequent bona fide stockholders of a corporation held entitled to maintain a bill to cancel certain of the corporation's stock, issued to promoters for a secret profit in the transfer of property through them to the corporation.Mason v. Carrothers (Me.) 1030. VI. OFFICERS AND AGENTS. Of building and loan associations, see Building (A) Election or Appointment, Qualifica- $283. General Corporation Law (Laws 1901-03, p. 291, c. 167) § 13. held to give a corporation the right to issue preferred stock without the right to vote, and the stockholders of such stock waive the right to vote, notwithstanding Const. art. 9, § 6.-State v. Brooks (Del. Super.) 37. (D) Liability for Corporate Debts and Acts. § 333. When a director of a corporation knowingly takes money from the treasury not belonging to him, he is guilty of constructive fraud. Baldwin v. Wolff (Conn.) 948. 948. § 364. In an action by a trustee in bankruptcy against the director of a corporation to recover money withdrawn from the treasury, the question of liability for certain other acts held without the issues. Baldwin v. Wolff (Conn.) 948. VII. CORPORATE POWERS AND LIABILITIES. Of banks, see Banks and Banking, § 116. (A) Extent and Exercise of Powers in General. Judicial power to investigate election of officers of building and loan association, see Building and Loan Associations, § 23. § 376. Provision in a corporation's certificate for the issuance of preferred stock to creditors of a firm it was organized to succeed held not a violation of Pub. Acts 1903. p. 153, c. 194, § 11.-Butler v. Beach (Conn.) 748. (B) Representation of Corporation by Of- § 398. One not an officer of a corporation, though the principal stockholder thereof, has no authority to bind it by contract.-Collins v. Leary (N. J. Ch.) 42. be an agent of a corporation held put on inquiry § 399. One dealing with a person known to as to the scope of his authority.-Adams v. Herald Pub. Co. (Conn.) 755. 8406. An agent of a corporation held without implied authority to enter into a certain contract.-Adams v. Herald Pub. Co. (Conn.) 755. § 423. A corporation is liable for a libel by its officer acting within the scope of his authority.-Hardoncourt v. North Penn Iron Co. (Pa.) 243. $425. A corporation held not estopped from asserting that it was not bound in a transaction for want of its agent's authority.-Adams v. Herald Pub. Co. (Conn.) 755. $433. Whether the officer of defendant corporation, who wrote a libelous letter of plaintiff. was in so doing acting within the scope of his authority held for the jury.-Hardoncourt v. North Penn Iron Co. (Pa.) 243. (C) Property and Conveyances. Of religious societies, see Religious Societies, §§ 20, 25. (D) Contracts and Indebtedness. § 448. Contract of promoters of a corporation formed by consolidation to retain an officer as a paid officer of the new corporation held binding on it until disapproved by its directors.-Girard v. Case Bros. Cutlery Co. (Pa.) 201. § 473. A holder of corporate bonds secured by mortgage held not entitled to question either at law or in equity the action of the corporation declaring dividends on outstanding stock.-Gay V. Burgess Mills (R. I.) 714. § 473. Holders of corporate bonds entitled to exercise an option to surrender the bonds and |