offered could not have been received under objection. The agreement as to them was in another suit, and did not extend to the present one. In the absence of a stipulation that they should be read in this proceeding, they could not be received, and the court, in rejecting them, simply construed the agreement as it was written. The specifications of error are all overruled, and the judgment is af firmed.

(197 Pa. 413)

DERRY COUNCIL, NO. 40, JUNIOR ORDER UNITED AMERICAN MECHANICS OF HUMMELSTOWN, PA., V. STATE COUNCIL OF PENNSYLVANIA et al. (Supreme Court of Pennsylvania. Oct. 6, 1900.)

BENEFICIAL ASSOCIATIONS EXTRATERRITORIAL EXERCISE OF CORPORATE POWERSPER CAPITA TAX-COLLECTION FROM SUBORDINATE COUNCIL.

1. A beneficial order incorporated in Pennsylvania for the promotion of the interest of its members, and to afford relief to members and their families in sickness, at a meeting outside the state may impose a per capita tax on its members, though it is the exercise of a corporate act outside the state in which it was incorporated, since such corporation is not such a one as is subject to the restriction that strict corporate acts must be performed within the limits of the sovereignty from which it springs.

2. Where a national council of a beneficial association, having the supreme governing power of the order, with authority to raise a reve nue, provides that such revenue shall be derived from a per capita tax on every member of the order, which shall be paid to the national secretary by the state council secretaries, and the secretaries of councils under the national council's jurisdiction, it may proceed against the subordinate councils and the individual members for the collection of the per capita tax on refusal of the state council to collect it, since such refusal cannot deprive the national council of its revenues, or of its authority to collect them from the members directly, or from the local councils to which they belong.

3. Where the laws of a beneficial association direct that the per capita tax shall be in an amount to be "enacted" from year to year, in a proceeding to collect such tax an objection that the tax was not enacted by a statute of the order is frivolous, where the financial committee recommended the amount of the tax, and the national council approved the recommendation by resolution.

Appeal from court of common pleas, Dauphin county.

Bill by Derry Council, No. 40, Junior Order United American Mechanics of Hummelstown, Pa., by its trustees, H. Wells Buser and others, against the State Council of Pennsylvania, Junior Order United American Mechanics, and the national council of such order, to restrain the levy of a per capita tax on its members, and to nullify and declare invalid certain proceedings of the national council of the order. From a decree granting the injunction, defendants appeal. Reversed.

W. U. Hensel, for appellants. John E. Fox, for appellee.

BROWN, J. The injunction in this case was awarded solely on the ground that the action of the national council of the Junior Order of United American Mechanics of the United States of North America, in levying the per capita tax at Minneapolis in 1899, was null and void. The court below so concluded, because, in its judgment, the levying of the tax was a corporate act by the body, which, having been incorporated in this state under our corporation act, had no power to do a corporate thing-that is, something relating to or concerning its existence-beyond the limits of the commonwealth that had created it. It is true, as a general proposition, that a corporation can have no legal existence beyond the bounds of the sovereignty that gave it life, and must dwell within the place of its creation. Railroad Co. v. Wheeler, 1 Black, 286, 17 L. Ed. 130; Allegheny Co. v. Cleveland & P. R. Co., 51 Pa. St. 228; Com. v. Standard Oil Co., 101 Pa. St. 119. It is equally true, as a general rule, that, as the corporation cannot exist beyond the limits of the sovereignty from which it springs, its strictly corporate acts must be performed within such limits. Miller v. Ewer, 27 Me. 509; Smith v. Mining Co., 64 Md. 95, 20 Atl. 1032; Green's Brice, Ultra Vires, p. 442, note "a"; Thomp. Corp. § 694. What was done by the national council at Minneapolis in 1899 to provide for the collection and payment of the per capita tax was, as held by the court below, a corporate act of the body. In levying this tax, it was providing for revenue upon which its existence may have depended. If it had no right to exist within another sovereignty and perform such corporate acts as are complained of, the decree before us for review ought not to be disturbed; but if it is not such a corporate body as should be subject to the general rule relating to the place of the existence of a corporation, and the limits within which all strictly corporate acts must be performed, the court below erred in awarding the injunction, unless for other good cause it should' have issued.

The national council of the Junior Order of United American Mechanics of the United States of North America was incorporated by the court of common pleas, No. 3, of Philadelphia, on April 10, 1893, under the provisions of the act of April 29, 1874, and its supplements, and is a corporation designated by the statute as "not for profit." Nearly a quarter of a century before its incorporation it had been organized, having been composed of the state councils of Pennsylvania, New Jersey, and Delaware. Now it is composed of councils and members of 32 states and territories. The purposes of the order as an unincorporated society continued to be the same after its incorporation, and were beneficial and protective, and "to maintain and promote the interests of the Americans, and shield them from the depressing effects of foreign competition; to establish a sick

and general fund; to maintain the publicschool system of the United States, and to prevent sectarian interference therewith; to uphold the reading of the Holy Bible therein; to assist the American youth in obtaining employment, and to encourage them in business; to afford relief to the members and their families in case of sickness, and to defray the expenses of their funerals, or such other cases of distress as shall be defined by the by-laws." It exists as a great family, to help and protect its members. It is of a social and not of a business character. It has

no capital stock, and the making of money is not its object. Its aims and membership, as declared by its charter, are national,confined to no state or locality. A majority of its members and councils are nonresidents of Pennsylvania. Must such an order, such an incorporated body, as diffusive as the limits of the nation, exist and act only within the borders of the sovereignty that created it, or should it, a purely beneficial organization, with its broad aims and objects and its brotherhood extending from ocean to ocean, be permitted from time to time to act at such places beyond this commonwealth as may be selected for the manifest convenience and welfare of its members? If the reasons of the general rule requiring a corporation to perform its corporate acts within the state or sovereignty that gave it life extend to this order, it was properly enforced by the court below; but, if they do not apply, the rule itself should not. "Cessante ratione legis, cessat ipsa lex." These reasons must be, as in any ultra vires act by a corporation: "(1) The interest of the public, that the corporation shall not transcend the powers granted. (2) The interest of the stockholders, that the capital shall not be subjected to the risk of enterprises not contemplated by the charter, and therefore not authorized by the stockholders in subscribing for the stock. (3) The obligation of every one entering into a contract with the corporation, to take notice of the legal limits of its powers." Pittsburg, C. & St. L. Ry. Co. v. Keokuk & H. Bridge Co., 131 U. S. 371, 9 Sup. Ct. 770, 33 L. Ed. 157. The reason of the rule "does not lie in the imaginative notion that a corporation 'must dwell in the place of its creation, and cannot migrate to another sovereignty,' but rather in the hardship and fraud it might entail on shareholders to permit corporate meetings to be held outside the state. Accordingly there seems to be no reason for holding invalid acts done at corporate meetings assembled without the state, if all the shareholders acquiesce in the holding of such meetings." Taylor, Corp. pt. 5, p. 281.

In levying the tax, it cannot be pretended that this order transcended any corporate power granted; and the public, which cannot fairly be said to have any interest in the powers possessed by this family order, most certainly had none as to where they were exercised. It could make no manner of dif47 A.--14

ference to the public whether the tax was levied in Philadelphia or Minneapolis. The public were not affected. The order did not deal with them, but only with its own members, its own private family. It had no stockholders to be subjected to risk, hardship, or fraud, and it did not undertake to enter into any contract. Its relations with the members of this complaining council had already been established, and presumably existed for years. The levying of the tax was simply providing a revenue for the continued existence of the organization, of which these complainants were practically component parts. No reason, therefore, exists for the application to the case before us of the rule as to corporate acts beyond the limits of the state creating the body, and the appellants justly ask us to exempt them from it. Any other view would impel us to the conclusion that all religious, literary, patriotic, or beneficial societies of a national character, scope, or origin, which have been incorporated by the courts, by acts of general assembly, or, since 1874, under the general corporation laws of Pennsylvania, were incapable of holding their meetings, transacting their business, and adopting rules and laws at places outside the state. It is a matter of common knowledge that religious denominations and beneficial and charitable orders hold their annual meetings from year to year at different points throughout the Union, from Boston to San Francisco, and from Minneapolis to New Orleans, as the pleasure and convenience of the members or the welfare of the society suggest. To select at random from the Pamphlet Laws, the General Assembly of the Presbyterian Church in America was incorporated by act of assembly in Pennsylvania in 1799; the Presbyterian Historical Society, in 1857 (P. L. 1858, p. 535), with the object of collecting and preserving the materials and to promote the knowledge of the history of the Presbyterian Church in the United States of America, and unlimited in the territory from which its membership was drawn; the German Eldership of the Church of God, in 1860 (P. L. 126); the Board of Foreign Missions of the United Presbyterian Church of North America, in 1866 (P. L. 861); the Lutheran Mission and Church Extension Society, in 1871 (P. L. 99), composed of citizens of Pennsylvania and adjacent states; the Board of Education of the Presbyterian Church in the United States of America, in 1871 (P. L. 791); the Church Extension Society of the Methodist Episcopal Church, in 1865 (P. L. 807); the General Eldership of the Church of God in North America, in 1867 (P. L. 1295); the General Assembly of the Church of Christ in America, in 1866 (P. L. 1867, Append. p. 1418); the General Board of Directors for Orphans' Home of the Reformed Church, in 1866 (P. L. 67, Append. p. 1428); the Board of Foreign Missions of the General Synod of the Evangelical Lutheran Church in the United States of America, in 1872 (P. L. 623); the General Assembly of the United Presby

terian Church of North America, in 1859 (P. L 482). To these might be added, almost Indefinitely, a long line of like societies incorporated by the courts of Pennsylvania betore and since the act of 1874, extensive as the country in the dispersion of their membership and the exercise of their corporate powers upon their corporate objects. They have, without question by any one, changed their places of meeting and acted in their corporate capacities from year to year without regard to state lines or to the precise place of their incorporation. It would be a most ruthless exercise of judicial power, as well as a stretch of judicial authority, to declare all their acts and proceedings beyond our borders null and void at the instance of some complaining or aggrieved member or congregation, who excepts to a new mode of paying dues, because adopted outside the state. In levying the tax at Minneapolis, no law of Minnesota was violated, and no statute of our own commonwealth was contravened. Neither state is complaining, no power of the corporation was transcended, and, for the reasons given, Derry Council cannot complain that the national council, beyond our borders, did what it certainly could have done within them, for the continuance of its existence.

But the appellees insist that, if the decret is correct, it ought not to be reversed because the court gave a wrong reason for making it. We will not reverse it if it is correct, though the reason was wrong. In re Powell's Estate, .138 Pa. St. 322, 22 Atl. 92. We have nothing to do with reasons. The appeal is not from them, but from the decree, which may do harm. It is therefore contended that, even if the proceedings of the Minneapolis convention were not ultra vires, and the constitution and by-laws there adopted for the government of this order are valid and binding on the members and subordinate councils, no liability for the payment or collection of the per capita tax is imposed upon the subordinate councils, and no power exists in the national council to deal with subordinate councils or members for their nonpayment of it, and, if the state councils make no provisions for its collection and payment, the national council is powerless. If this position was taken in the court below, it is not referred to in the opinion of the learned trial judge who heard the case. It is, however, strongly pressed here on behalf of the appellees, and deserves our consideration; for corporations of this kind must proceed in strict accordance with their own laws, in examination of the constitution and national laws for the government of the Junior Order of the United American Mechanics adopted in Minneapolis in June, 1899, the adoption of which we have held to be valid and binding on the order, shows that the body which adopted it was the supreme governing power, and that the national constitution and laws are the supreme law. supreme legislative powers "are lodged in the national council." Const. art. 7, § 1. Among its reserved powers are these: "To

The

provide by law a revenue for the national council" (Id. § 15, par. 5); "to define offenses against the supreme law, and to prescribe penalties therefor" (Id. par. 8); "to grant charters to state councils, and to provide by law for the issue, revocation, suspension, restoration, and reissue of such charters" (Id. par. 11); "to enact laws for the promotion of the general welfare of the order" (Id. par. 27). In article 8, creating its executive department, it is provided, in section 5: "The national councilor shall preside at all meetings of the national council, and shall at all times enforce the national laws and decrees of the national judiciary." In article 9, providing for the judicial department of the order (section 10, par. 7), the national judiciary is given exclusive jurisdiction "of all controversies whatsoever, the character of which is such that there is no inferior tribunal having complete jurisdiction"; and by section 11 of said article the national judiciary is further given "original and appellate, but not exclusive, jurisdiction in all matters wherein is involved non-conformity to, violation or construction of, the supreme law of the order." It is further provided, in article 10, § 8, that "neither state constitution nor state law shall be in conflict with the supreme law, nor abridge the rights or privileges of a member of the order secured to him by the supreme law." Subordinate councils, to which members directly hold relation, have authority "subject to the laws of the national or state council," and "membership in a council may be attained only as provided by the supreme law." Article 11, §§ 2, 7. In article 15, § 2, it is provided that "any attempt upon the part of a state council, or of a council, to enforce any law or constitutional provision in conflict with the supreme law, is hereby declared to be insubordination, and punishable as the national council may by law provide." Among the national laws we find, in section 1 of chapter 21, on the subject of revenue, that the per capita tax "upon every member of the order" is "levied upon the total membership of the order"; and in section 2 of the same chapter direct jurisdiction of the members of the order is asserted, by making it an offense for any member to manufacture or obtain blanks, paraphernalia, or other articles from any source other than the national secretary. In division 6, c. 1, § 7, of the national laws, it is made an "offense against the order for a member to resist or willfully obstruct the execution or enforcement of any judgment, mandate, or decree of the national judiciary." This scheme of organization contemplates a direct per capita tax imposed by the supreme body of the order, by operation of its supreme law, upon the total membership; and, while it provides that this tax may be transmitted to the national secretary by the state councils' secretaries, it cannot be said to impose the tax upon the state council itself, nor to leave it to that body to raise the money by its own methods. In the case under consideration it

seems that a clear majority of the Pennsylvania state council refused to levy this tax, and by their refusal became insubordinate to the supreme authority of the order, and resisted the enforcement of the supreme law. The national council called upon the state council's secretary for the collection of the taxes, and he in turn called upon the subordinate councils, in which the individual members hold their membership. Under the broad terms quoted from the constitution and laws of the order, it does not appear that the national council is powerless to enforce its decrees when the state council revolts against its authority. The members of the order hold a relation to the national council, and, after it is given power to levy a direct per capita tax, and general authority to provide revenue for its maintenance, it cannot be said to exercise such authority only at the will of the state councils. Neither the rate of taxation nor the aggregate amount of tax levied is determined by the state council. For convenience, the report of the number of members is taken from the reports of that body. But it by no means follows that the refusal of the state council to enforce the collection of the tax is to deprive the national council of its revenues, or of its authority to collect the same from the members directly, or from the local councils to which they belong. The whole plan and scheme of the order show that the national council has reserved to itself the right to raise revenue by levying a per capita tax, and it has the right to collect this tax by proceedings against the local councils or the members themselves; and if a state council becomes insubordinate, or even a local council to which the individual member may hold allegiance refuses to make itself the method of collection, the national council can still deal with the recalcitrant individual member. Neither the liability of the members of the order nor of the subordinate council for them is dependent in any degree upon the state council.

The objection that the per capita tax cannot be collected because the amount was not "enacted" by a statute of the order is without merit, and borders on hypercriticism. The finance committee of the national council recommended that the per capita tax for the ensuing year should be 15 cents, and, this recommendation having been approved, the resolution was duly passed that the tax should be paid to the national council. It had acted, and, by resolution, "enacted" the amount of the per capita tax for the ensuing year. This certainly met every requirement. No more formal method of enactment was required by any law of the society brought to our notice, and it certainly was the usual method of transacting such business in such meetings. Upon a review of the whole case, we are persuaded that the injunction awarded by the court below was improper. The decree is reversed and the bill dismissed at the cost of the appellees.

(22 R. I. 225)

WOODS v. NICHOLS. (Supreme Court of Rhode Island. Oct. 12, 1900.)

TROVER AND CONVERSION-MEASURE OF

DAMAGES.

The measure of damages for conversion of a buggy by one buying from a purchaser under a conditional sale, giving such purchaser the right to use the buggy, is its value at the time of the conversion, not exceeding the amount due under the original contract.

Action by Paul Woods against Walter G. Nichols. Judgment for plaintiff, and defendant petitions for new trial. Granted.

Henry Marsh, Jr., for plaintiff. Franklin P. Owen, for defendant.

PER CURIAM. The opinion in this case (21 R. I. 537, 45 Atl. 548) stated the general rule of the measure of damages to be the value of the property at the time of the conversion. The opinion then provided for two contingencies: First. In case the value proved to be less than the contract price from use of the property which the plaintiff had authorized, he must suffer the loss as a consequence of his contract; in other words, the plaintiff would then only recover the value at the time of the conversion. Second. If the value proved to be more than the contract price, also by the contract he would be restricted to the balance due, instead of the full value. In either case proof of the actual value at the time of the conversion, which was held to be the time when the defendant took possession, was admissible. The court did not hold that the contract price was the value of the property, but only that the plaintiff's interest in it could not exceed that amount. So much of the testimony offered by the defendant as related to the value of the buggy at a time after the conversion was rightly excluded, unless supplemented by testimony to show that it was then in the same condition. Testimony as to the value at the time of conversion should have been admitted, but, under a misunderstanding of the opinion, which, perhaps, was not sufficiently clear on this point, it was excluded. Petition for new trial on assessment of damages granted, and case remitted.

(22 R. I. 227)

STONE v. FARNHAM. (Supreme Court of Rhode Island. Oct. 12, 1900.)

TRUSTEE-DENIAL-COMPENSATION.

One cannot claim compensation as trustee, where he denied the trust, though he kept the fund safely.

Suit by Henry S. Stone, pro ami, against Joseph E. C. Farnham.

William H. Greene, for complainant. Edwards & Angell and John Henshaw, for respondent.

PER CURIAM. The court is of opinion that the first and second exceptions to the master's report should be overruled. The two payments, amounting to $150, were made to the attorney employed by Stone to defend him in proceedings in guardianship in Minnesota, and also, incidentally, to defend the deed which he had made to this respondent. Stone was entitled to have counsel in those matters, and the money so paid was for his benefit, and according to his general request, although he did not specify the amount. There is nothing to show that the amount was unreasonable or improper.

The third and fourth exceptions to the allowances of compensation are sustained. Where one denies a trust, he renders no service in the capacity of a trustee. Even though he may keep a fund safely, if he claims it as his own he precludes himself from also claiming compensation as a trustee, for he thereby denies his relation as a trustee. Moreover, the claim of ownership has caused litigation to establish the title to the fund. One cannot take the chances of claiming the fund as his own, or, failing in that, to have compensation for his services.

(22 R. I. 223)

FISH v. HIGBEE, Tax Collector. (Supreme Court of Rhode Island. Oct. 8,

1900.)

MUNICIPAL CORPORATIONS-TAXATION-ILLEGAL TAXES-RECOVERY PARTIES - CLAIMS AGAINST CITY-PRESENTATION-NECESSITY. 1. An action to recover city taxes illegally assessed should be against the city, and not the collector.

2. Gen. Laws, c. 36, § 12, providing that claims against a town for money due "for any matter, cause or thing whatsoever" shall be presented to the town council before suit, embraces restitution of an illegal tax.

Action by Stuyvesant Fish against E. W. Higbee, collector of taxes. Judgment for defendant.

Wm. P. Sheffield, Jr., for plaintiff. J. Stacy Brown, City Sol., for defendant.

STINESS, J. This is an action to recover the amount of a tax paid to the defendant in his capacity as collector of taxes of the city of Newport, upon the ground that it was illegally assessed. The plaintiff bases his right to bring an action against the collector upon Bank v. Mumford, 4 R. I. 478. The headnote of that case does, indeed, state that assumpsit lies against a collector of taxes to recover back the amount of a tax collected by him upon levy and sale under his warrant, when such tax has been illegally assessed upon the personal estate of a bank, not liable to be taxed for personal estate; and judgment in the case was given for the plaintiff. We are of opinion, however, that the court did not intend to lay down the rule that the collector was the proper party to be sued; for it did not say so, and did not

refer to the point in the opinion. The question was not raised in the case, and probably it did not occur to the court in giving the decision. The questions argued and decided were the form of action (that is, whether assumpsit would lie) and the liability for the tax. What the court said was that money compulsorily paid under a void assessment may be recovered back in an action of assumpsit. That the collector was a proper party is simply an implication from the judgment. In the following year, in Greene v. Mumford, 5 R. I. 475, a bill in equity brought against the collector to enjoin the collection of a tax improperly assessed, Ames, C. J., said: "If, by any act done under his warrant, the collector exceed its precept, he is a tresparer, and liable as such. If the tax is illegal and void, and is extorted from the person rated by the duress of the collection warrant, it may be recovered back, with interest, in assumpsit, from the city." This last sentence clearly implies that the court regarded the city as the proper party. This is reasonable. A collector is the agent of the town or city in collecting a tax, and the town is really the only party interested in defending it. The money paid belongs to the town, and not to the collector. The statute (Gen. Laws, c. 36, § 12) provides that claims against a town for money due "for any matter, cause or thing whatsoever" shall be presented to the town council for satisfaction before a suit can be brought. The purpose is to enable a town to examine the claim in order to avoid a suit, and the statute is broad enough to embrace the restitution of a tax collected under protest, which the town was not entitled to hold. But if the collector can be sued, and the town is to reimburse him, the town must either pay the costs, or leave that penalty upon the collector for faithfully executing his warrant. Moreover, if a collector is held to be liable, he will be placed in this dilemma: That he must, according to his own judgment, either decide that the tax is illegal, or else collect it at the peril of paying it back again, with interest and costs. If he should decide not to collect it, the town might still sue him on his bond, for nonperformance of duty, upon the ground that the tax was legal and collectible. It cannot be that it was ever intended to put a collector in such a position. In St. Mary's Church v. Tripp, 14 K. I. 307, the case of Bank v. Mumford was cited only to the effect that money compulsorily paid for a tax which is void for illegality may be recovered back in assumpsit. We think that the case should not be taken to go beyond this, for the reasons we have stated. We may also add that for many years the uniform practice, so far as we know, has been to bring such actions against the town treasurer. Our opinion is that this action should have been brought against the city treasurer of Newport, according to the terms of the statute. Judgment for the defendant for costs.