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Co. L.R.A.1915D, 632, 105 N. E. 818, 212 N. | under the guise of dividends upon stock

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11. A fraudulent sale by an insolvent bank of shares of its capital stock may be rescinded by the purchaser, though action in that behalf is not taken until after a receiver for the bank has been appointed, where no great length of time elapsed between the sale and the receivership, the purchaser did not actively participate in the management of the bank, no want of diligence on the part of the purchaser in discovering the fraud or in taking steps to rescind appears, and no considerable amount of indebtedness, remaining unpaid, accrued against the bank subsequently to the sale. Morrisey v. Williams, L.R.A. 1915D, 792, 82 S. E. 509, - W. Va.

Transfer of stock.

(Annotated) Specific performance of contract of sale, see Specific Performance. 12. A valid gift so as to pass the equitable title is effected by the delivery and acceptance of a certificate of stock in a corporation with intent to pass title, but without any written assignment or indorsement, although the certificate is made transferable only on the books of the corporation. Herbert v. Simson, L.R.A.1915D, 733, 108 N. E. 65, 220 Mass. 480. (Annotated) 13. A mutual irrigation ditch company cannot defeat an action for negligent failure to deliver water to one in possession of land under the ditch, because the shares of stock representing the water to be used on such land have not been transferred to the property owner on its books; at least, if it has recognized the right by delivering water to the one in possession. Berg v. Yakima Valley Canal Co. L.R.A.1915D, 292, 145 Pac. 619, Wash. (Annotated) Rights of shareholders.

Raising objection for first time on ap-
peal in action by stockholders, see
Appeal and Error, 16.
Parties defendant in suit by stock-
holders, see Parties, 9.
Mandamus to compel corporation to
permit inspection of books, see
Mandamus, 2, 6, 7.

14. Majority stockholders cannot vote to discontinue the business of the corporation for the purpose of turning it over to another corporation and excluding minority stockholders from participation therein. Godley v. Crandall & Godley Co. L.R.A. 1915D, 632, 105 N. E. 818, 212 N. Y. 121.

15. A minority stockholder may maintain an action on behalf of the corporation to compel directors to account for money which they have distributed to employees

held by them, above the rate of dividend declared on such stock, in accordance with the amount of stock held, and not of services rendered. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 Ñ. Y. 121.

16. A minority stockholder of a corporation may maintain an action on behalf of the corporation to compel directors to account for salaries voted themselves out of profits for services already performed. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 Ñ. Y. 121. (Annotated)

17. The majority stockholders of a corporation who have received preferential payment out of profits of the concern, through the acts of the directors, cannot ratify such acts after the beginning of an action by minority stockholders to compel the directors to account for the money so misappropri ated. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 N. Y. 121.

18. Directors of a corporation may, at the suit of minority stockholders, be compelled to account for money paid one of the officers for winding up the business, where the required majority did not agree to discontinue the business, and the services were destructive of the true interests of the corporation. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 N. Y. 121.

19. A corporation and its directors who appropriate the good will of another corporation through collusion with its directors, without making compensation therefor may be compelled to account for its value to complaining stockholders. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 N. Y. 121.

20. Directors of a corporation against whom an action is brought to compel an accounting of funds of the corporation illegally appropriated by them should not be compelled to account in the action for the expenses of defending it, if they had no notice of such claim and the evidence is meager that they paid the expenses out of corporate funds. Godley v. Crandall & Godley Co. L.R.A.1915D, 632, 105 N. E. 818, 212 N. Y. 121.

21. That an act of a corporation in violation of the legal rights of minority stockholders occurred before a complaining stockholder secured his stock does not deprive him of the right to relief if the wrong is a continued one. Hyams v. Old Dominion Co. L.R.A.1915D, 1128, 93 Atl. 747,

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22. Minority stockholders in a holding corporation are entitled to the aid of equity to compel the corporation to take into its own name stock which it owns, but is carrying in the name of individuals, thereby depriving itself of the right to vote the stock at meetings of the corporations: and it is immaterial that, because of stock interests, the ones in whose names the stock is standing will control the policy of the corporation with respect to it. Hyams v.

Old Dominion Co. L.R.A.1915D, 1128, 93 Atl.
747, Me.-.
(Annotated)

23. A minority stockholder need not apply to the directors or to the corporation itself to take over property belonging to it which is standing in the names of individual directors, before suing to compel it to do so, where the title has been held in that manner so long as to indicate a deliberate policy on the part of the directors and majority stockholders. Hyams v. Old Dominion Co. L.R.A.1915D, 1128, 93 Atl.

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24. That a stockholder of a corporation also holds stock in a rival corporation, and desires to inspect its books to enable him to ascertain its prices and customers, so that the rival may underbid it and discredit its work to its customers, does not deprive him of the benefit of a by-law entitling each stockholder to inspect the books and records of the corporation at any time during business hours. State ex rel. Gwinn v. Bucklin, L.R.A.1915D, 285, 145 Pac. 58, Wash.

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25. Profits made by a railroad company by investments in stocks of other corporations, and by converting its bonds into stock, need not be dealt with as an accretion to capital, to be distributed among all stockholders, but may be treated as earnings, and distributed as dividends, within the application of a clause in its articles of association by which the dividends to preferred stock shall not exceed a specified per cent per annum, and therefore, when that per cent has been paid to preferred stock, the remainder may be distributed amongst common stockholders. Equitable L. Assur. Soc. v. Union P. R. Co. L.R.A.1915D, 1052, 106 N. E. 92, 212 N. Y. 360. (Annotated) Foreign corporations.

Special appearance by foreign corporation, see Appearance.

Attachment against, as nonresident, see

Attachment.

26. A foreign corporation may hold stock in a domestic one under a statute providing that any corporation may purchase and hold the stock of any corporation of this state, and exercise all the rights of ownership, including the right to vote thereon. Hyams v. Old Dominion Co. L.R.A. 1915D, 1128, 93 Atl. 747,

CORROBORATION.

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Of accomplice, see Evidence, 49.

COSTS AND FEES.

Paying expense of drainage ditch assessed against county by special assessments against property owners, see Eminent Domain.

ceeds of bonds issued by a county under The legislature may divert the prostatutory authority for the construction of of other highways within the county. State a particular highway to the construction ex rel. Bell v. Cummings, L.R.A.1915D, 274, 172 S. W. 290, 130 Tenn. 566. (Annotated)

COURTS.

Jurisdiction on appeal, see Appeal and
Error.

Contempt of, see Contempt.
Jurisdiction to allow funeral expenses

to coroner in action against him
to recover property of decedent, see
Executors and Administrators, 5.
As to judges, see Judges.
Judicial proceedings as privileged com-
munications, see Libel and Slander,

3.

Judicial proceedings on Sunday, see
Sunday.

1. The supreme court, having exclusive
jurisdiction to admit attorneys to practise
law, has, independent of statutory author-
ity, the inherent power to disbar attorneys
for misconduct. State Bar Commission ex
rel. Williams v. Sullivan, L.R.A.1915D, 1218,
131 Pac. 703, 35 Okla. 745.
Real controversy.

2. A court will not pass upon the constitutionality of a statute where the same is unnecessary to a decision of the right of recovery in the case before it. Reeves & Co. v. Russell, L.R.A.1915D, 1149, 148 N. W. 654, 28 N. D. 265. Relation to other

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COVENANTS AND CONDITIONS.

Damages for breach of, see Damages, 1. 1. Where the right to enforce a restriction contained in a conveyance as to the use of the property conveyed is doubtful, all doubt should be resolved in favor of the free use thereof for lawful purposes by the

Liability of municipality for, see Mu- owner of the fee. Hunt v. Held, L.R.A. nicipal Corporations, 2.

COUNTERCLAIM.

See Set-Off and Counterclaim.

COUNTIES.

Liability for cost of construction of bridge, see Bridges.

1915D, 543, 107 N. E. 765, Ohio St.
2. A clause in a conveyance restricting
the use of the property conveyed to "resi-
dence purposes only" does not prohibit the
erection of a double or two family house on
the premises. Hunt v. Held, L.R.A.1915D,
543, 107 N. E. 765, Ohio St. -.

3. An existing railroad track across the property may be treated as a breach of Liability for sewer improvements, see covenant against encumbrances in a con

Drains and Sewers, 1.

veyance thereof, if the purchaser was mis

led into the belief that the railroad had, Waiver of right.
merely a leasehold interest in the right of
way. Schwartz v. Black, L.R.A.1915D, 898,
174 S. W. 1146, 131 Tenn. 360.

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Waiver of objection by failing to include it in motion for new trial,

see New Trial, 3.

2. Although one accused of murder did not consent to the waiver by his counsel, without his knowledge, of his presence at the reception of the verdict and the polling of the jury, which was done also in the absence of his counsel, yet, where it appeared that when the accused was sentenced to suffer death he was present in court in person and by attorneys, and later, within the time allowed by law, made a motion for a his absence at the reception of the verdict new trial which recited, among other things, and the waiver of his presence by his coun

sel, and that his motion for a new trial
was refused by the trial court and that
judgment affirmed by the supreme court,-
the accused will be considered as having
acquiesced in the waiver made by his coun-
sel of his presence at the reception of the
verdict, and he cannot, at a subsequent date,
set up such absence as a ground to set aside
the verdict in a motion made for that pur-
Frank v. State, L.R.A.1915D, 817, 83
pose.
S. E. 645, 142 Ga. 741. (Annotated)

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1. Nominal damages only can be recov ered for breach of covenant against encumbrances in a deed of real estate because of an existing railroad track upon the property, if the track is an actual benefit to the property. Schwartz v. Black, L.R.A.1915D, 898, 174 S. W. 1146, 131 Tenn. 360. For breach of warranty.

2. The measure of damages for breach of warranty that fertilizer contains certain (Annotated) 'ingredients is the difference between the

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value of the article delivered and what it would have been worth had it been as represented. Hampton Guano Co. v. Hill Livestock Co. L.R.A.1915D, 875, 84 S. E. 774, 168 N. C. 442.

False imprisonment.

3. Damages for false imprisonment may include compensation for all the natural and probable consequences of the wrong, including injury to the feelings, fear, humiliation, indignity, and disgrace, and injury to the person and physcial suffering, interruption of business, and loss of time from the restraint. Ross v. Kohler, L.R.A.1915D, 621, 174 S. W. 36, - Ky. -. (Annotated)

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6. The damages to be allowed for injury to a crop by failure to furnish water from an irrigation ditch is the value of the crop at the time of the injury, to be determined by its value on the land at that time, or its value at maturity less the cost of perfecting and marketing it. Berg v. Yakima Valley Canal Co. L.R.A.1915D, 292, 145 Pac. 619, - Wash.

Eminent domain cases.

7. The state cannot, in condemning for its use real estate with a building thereon, refuse to pay for the fixtures attached to the building, if there is nothing in the notice of condemnation to show that only a portion of the property was to be taken. Jackson v. State, L.R.A.1915D, 492, 106 N. E. 758, 213 N. Y. 34. (Annotated)

DANGEROUS AGENCIES.

Automobile as, see Automobiles, 4.
As to electricity, see Electricity.

DANGEROUS ATTRACTIONS. See Negligence, 2-4.

DEATH.

Presumption and burden of proof as to, see Evidence, 7.

Presumption as to cause of, see Evidence, 12.

Admissibility of declarations of person killed, see Evidence, 30.

DEBT.

Power of legislature to compel munici pality to pay, see Municipal Corporations, 3.

DEBTOR AND CREDITOR.

Creditors of decedent, see Executors
and Administrators, 2-9.

As to exemption, see Exemptions;
Homestead.

Effect of marriage of debtor and cred-
itor to extinguish debt, see Mort-
gage, 2.

DECEDENTS.

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to practise dentistry an educational qualification equivalent to a four-year highschool course and graduation from a registered dental school is not unreasonable. People v. Griswold, L.R.A.1915D, 538, 106 N. E. 929, 213 N. Y. 92.

2. No constitutional right of a dentist who has practised many years in one state is infringed by requiring him, upon seeking a license in another state, to comply with educational qualifications much higher than were required when he first began to practise. People v. Griswold, L.R.A.1915D, 538, 106 N. E. 929, 213 N. Y. 92. (Annotated)

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DIPLOMATIC AND CONSULAR OFFICERS.

The statutory provisions for administration, of the state where a citizen of a foreign country dies, are not superseded by a provision of a treaty between that country and the Federal government that, in the event of any citizen of either country dying without will in the territory of the other, the consul of the nation to which the deceased may belong shall, so far as the laws of each country will permit, pending the appointment of an administrator, take charge of his assets, and, moreover, have the right to be appointed as administrator of such estate; and therefore a consul has no prior right of administration over a resident brother of decedent who is first i.. order of right under the laws of the state. Re D'Adamo, L.R.A.1915D, 373, 106 N. E. 81, 212 N. Y. 214.

DIRECTION OF VERDICT. See Trial, 8.

DISBARMENT.

Of attorney, see Attorneys.

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DIVORCE AND SEPARATION.
Effect of, on interest in proceeds in in-

surance policy, see Insurance, 27. That a wife compelled to leave her the intention not to return unless he sends husband's domicil goes to another state with for her does not destroy her residence in the state, so as to deprive its courts of jurisdiction over a proceeding for divorce begun by her under a statute requiring a year's residence in the state to entitle one to maintain such action. Miller v. Miller, L.R.A. 1915D, 852, 92 Atl. 9, - Vt.

(Annotated)

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