See Evidence, § 150; Jury, § 106; Witnesses, tion to its interest.-Boaz v. Ferrell, 152 S. W.
88 37-219.

For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and section (§) NUMBER

II. CONSTRUCTION, OPERATION,
AND ENFORCEMENT OF CON-

STITUTIONAL PROVISIONS.

26 (Ky.) A state Legislature has all power not expressly denied to it, and may pass any law not forbidden by the state or federal Constitution.-Morgan v. Goode, 152 S. W. 584.

§ 42 (Mo.) A liquor dealer, suing an express company for failing to deliver liquors in Mississippi, cannot attack the constitutionality of a Mississippi statute, pleaded in defense, aimed against permitting such deliveries.-Danciger v. American Express Co., 152 S. W. 302.

III. DISTRIBUTION OF GOVERN-
MENTAL POWERS AND
FUNCTIONS.

(A) Legislative Powers and Delegation
Thereof.

§ 63 (Tex.Cr.App.) The state Legislature may delegate the exercise of the police power to city governments.-Ex parte Brewer. 152 S. W. 1608; Ex parte Pitchios, Id. 1074.

(B) Judicial Powers and Functions.

§ 68 (Ark.) Since the sovereignty of the state resides in the people, they can alter their forms of government at pleasure; but whether they have done so is a question to be decided by the political power, and when that power has decided the courts must follow.-State v. Donaghey, 152 S. W. 746.

IX. PRIVILEGES OR IMMUNITIES, AND CLASS LEGISLATION. $205 (Ky.) Const. § 3, which declares that no grant of exclusive privileges shall be made, except in consideration of public services, does not deny to the Legislature the power to clas sify persons and enact laws for their government and protection as a class, if based on reasonable distinctions.-Louisville Ry. Co. Louisville Fire & Life Protective Ass'n, 152 S. W. 799.

V.

Under Const. § 3, forbidding the grant of exclusive privileges, except in consideration of public services, a fire and life protective association not subject to public control, and whose expenses were defrayed by insurance companies, was not performing a "public service"; and hence the provision of Act 1888 (Laws 188788, c. 613) incorporating it, giving it the right of way in all streets, was void.-Id.

§ 208 (Mo.) The constitutional prohibition against class legislation does not deprive the Legislature of all discretion in defining the classes to which its acts shall apply, and it is only when the classification attempted is clearly arbitrary, unreasonable, and unjust that the court will review its discretion.-State ex rel. Rolston v. Chicago, B. & Q. R. Co., 152 S W. 28.

Rev. St. 1909, §§ 3223-3225, which require a railroad to maintain a station built in consideration of any donation to it, if at a place where a post office has been established and a city or town has grown up, under a penalty, held invalid as arbitrary, unreasonable, and unjust classification.-Id.

X. EQUAL PROTECTION OF LAWS.

§ 211 (Mo.) The constitutional guaranty of the equal protection of the laws does not deprive the Legislature of all discretion in defining the classes to which its enactments shall apply.-State ex rel. Rolston v. Chicago, B. & Q. R. Co., 152 S. W. 28.

A classification for legislative purposes must always rest upon some difference which bears a reasonable and just relation to the act as to which the classification is proposed, and can never be made arbitrarily and without such basis.-Id.

§ 241 (Mo.) Rev. St. 1909, §§ 3223-3225, which require a railroad to maintain a station built in consideration of any donation to it, if at a place where a post office and a city or town has grown up, under a penalty, held invalid as a denial of the equal protection of the laws.-State ex rel. Rolston v. Chicago, B. & Q. R. Co., 152 S. W. 28.

CONSTRUCTION.

See Contracts, §§ 147-232; Deeds, §§ 90-168; Guaranty, §§ 27, 36; Homestead, § 5; Insurance, §§ 146-163; Judgment, §§ 525, 533; Sales, § 81; Statutes, §§ 181-222; Trusts, §§ 136-151; Wills, §§ 498-607.

Of instructions, see Trial, §§ 295, 296.

CONSTRUCTIVE NOTICE.

CONSTRUCTIVE TRUSTS.

870 (Tex.Civ.App.) The Legislature having See Notice, § 14. the right to provide against minors entering and remaining in saloons, it is not for the courts to attach a qualification to such prohibition which the language of the law does not warrant or the See Trusts, §§ 95, 102. rule of reason dictate.-Haynes v. Haberzettle, 152 S. W. 717.

VI. VESTED RIGHTS.

§ 99 (Mo.) The fact that a debt accrued and a homestead was acquired while the homestead act of 1875 was in force gave the creditor no vested right to the remedy given by such act, where the debtor died, and the homestead was taken for the debt after the amendment of the homestead act in 1895.-Balance v. Gordon, 152 S. W. 358.

CONTEST.

been tried is addressed to the sound discretion
of the trial court.-State ex rel. Bernero v. Mc-
Quillin, 152 S. W. 347.

§ 14 (Tex.Civ.App.) Where the facts alleged
in a trial amendment were admissible under the
original pleading, a refusal of a continuance
was not error.-Chicago, R. I. & G. Ry. Co. v.
Trout, 152 S. W. 1137.

§ 26 (Ky.) Defendant's motion for a continu-
ance held properly denied, where he did not ex-
ercise due diligence to procure attendance of ab-
sent witnesses.-Johnson v. Commonwealth, 152
S. W. 532.

$30 (Ky.) Where the parties had introduced
all their evidence as though the issue of con-
tributory negligence had been joined, though no
reply was filed, the refusal to dismiss the jury
and continue the case after the allowance of
the filing of a reply was within the court's dis-
cretion.-Louisville & N. R. Co. v. Tuggle's
Adm'r, 152 S. W. 270.

CONTRACTS.

See Appeal and Error, §§ 781, 1032, 1040; Ar-
bitration and Award, §§ 34, 85; Assignments;
Attachment, § 8; Bailment; Bills and
Notes: Boundaries, §§ 46, 55; Brokers;
Cancellation of Instruments; Carriers, § 277;
Champerty and Maintenance; Chattel Mort-
gages; Compromise and Settlement; Corpo-
rations, §§ 30, 448, 482, 548; Counties,
151; Courts, § 489; Covenants; Customs
and Usages, § 15: Damages, §§ 89, 120;
Deeds; Evidence, §§ 397, 400, 434, 448-459,
471; Exchange of Property: Frauds, Stat-
ute of; Guaranty; Husband and Wife, §§
79, 84, 208, 221, 229, 232; Indemnity; In-
surance, $$ 114, 125-163, 579, 602; Justices
of the Peace, §§ 37, 141; Limitation of Ac-
tions, §§ 46, 127; Logs and Logging, §§ 3, 8:
Master and Servant, 88 124, 226; Money
Lent; Monopolies, § 17; Mortgages; Mu-
nicipal Corporations, §§ 323, 328-360, 868;
Party Walls, § 10; Pleading, § 248; Rail-
roads, 82; Reformation of Instruments;
Release; Sales; Specific Performance; Stip-
ulations; Subrogation; Trial, §§ 191, 253,
260, 352; Vendor and Purchaser.

I. REQUISITES AND VALIDITY.
(B) Parties, Proposals, and Acceptance.

$26 (Ark.) A contract may be made by let-
ters.-Skeen v. Ellis, 152 S. W. 153.
$26 (Mo.App.) Where a party by letter or
telegram proposes to bind himself by contract,
and states the subject-matter and terms of the
contract, the adverse party must unconditionally
accept the proposition as made within a rea-
sonable time to create a contract.-Houston &
B. V. R. Co. v. Jos. Joseph & Bros. Co., 152 S.
W. 394.

(C) Formal Requisites.

§ 32 (Ark.) Where the parties agree on the
terms and intend to become immediately bound,
there is a complete contract, though they in-
tend to reduce it to writing.-Skeen v. Ellis,
152 S. W. 153.

As a contract may be made by letters, a mere
reference in them to a future formal contract
will not prevent their constituting a binding
agreement.-Id.

(D) Consideration.

(F) Legality of Object and of Consid-
eration.

8116 (Mo.App.) A contract by an association
of glassware manufacturers to grant rebates to
retailers on yearly purchases on condition that
the purchases are accepted and paid for and the
buyers do not purchase from nonmembers of the
association held not restrictive of competition.-
First Nat. Bank of Jeannette, Pa., v. Missouri
Glass Co., 152 S. W. 378.

$125 (Tex.Civ.App.) A contract between the
county clerk and the county commissioners fx-
ing the clerk's compensation for transcribing
the record and making new indexes held invalid,
though for less than the legal rate, since the
statute prescribes his fees, and Pen. Code 1911,
art. 113, and Rev. Civ. St. 1911, art. 3892,
make it unlawful for an officer to remit any
part of his fees.-Russell v. Cordwent, 152 S.
W. 239.

II. CONSTRUCTION AND OPERA-

TION.

(A) General Rules of Construction.
§ 147 (Ky.) In interpreting a contract the
real intention of the parties must control; but,
if the contract is unambiguous, such intention
must be gathered from its language.-Nelson
Creek Coal Co. v. West Point Brick & Lumber
Co., 152 S. W. 929.

§ 152 (Ark.) The court in construing a con-
tract must give to its words their ordinary
sense, unless a technical sense is established
by a preponderance of the evidence.-Taylor v.
Union Sawmill Co., 152 S. W. 150.

§ 155 (Ark.) Where the interest of the par-
ties to a contract conflict under a provision of
doubtful meaning, the provision must be con-
strued most strongly against the party pre-
paring the contract.-Taylor v. Union Sawmill
Co., 152 S. W. 150.

§170 (Mo.App.) The court in construing an
ambiguous contract may consider the construc-
tion placed on it by the parties themselves as
an aid in determining the intention of the par-
ties.-Stover v. City of Springfield, 152 S. W.
122.

(C) Subject-Matter.

$194 (Mo.) Where a contract provided only
for loans to be made during a certain year,
there could be no recovery under the contract
for loans made subsequent to that year.-Son-
nenfeld v. Rosenthal, 152 S. W. 321.

certain railroad

in

§ 202 (Mo.) No action could be maintained
against the assignee of one contracting to give
freight shipments sufficient to produce $5,000
companies preferences
mental agreement only agreed "as far as prac-
a year in earnings, where assignee by supple-
ticable" to give the railroad preferences on all
M. R. Co. v. Himmelberger, 152 S. W. 86.
shipments between certain points.-Morley &

Where a contract by defendant's assignor
with plaintiff railroad, requiring defendant to
furnish freight aggregating $5,000 in charges
each year, half of which was to be paid on a
note to assignor, guaranteed certain rates on
shipments between the points named, and fur-
ther provided for "rates on the same basis to
and from other points," held that, in determin-
ing the total freight earnings, freight charges
between any points on the railroad should be
considered.-Id.

Under a provision that lower rates might be
given notwithstanding the contract, but should
not affect it or "any part thereof," held, that
the only effect of giving lower rates was to sub-
stitute the lower rate for the contract rate for
the particular shipment.-Id.

§ 47 (Tex. Civ.App.) Where there was no con-
sideration for a payee's agreement with the prin-
cipal maker to accept the note signed by him
and accommodation maker, the payee could re-
fuse to loan the money regardless of what oc-
curred between him and the accommodation
maker before the acceptance of the note.-First
State Bank of Teague v. Hare, 152 S. W. 501.
For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and section (§) NUMBER

Where a contract with plaintiff railroad com-
panies provided that the total earnings of
freight furnished them by defendant should
amount to not less than $2,500 "each and every
year for five years," the excess of the aggregate

freight furnished in two years cannot be cred-| skill, an instruction, in an action by plaintiff ited on deficiencies in the previous three years for such expenses, that the plaintiff should exwithin such five-year period; the contract con- ercise "reasonable economy" was proper and templating that each year should be separately not misleading.-El Paso Bridge & Iron Co. v. considered.-Id. Dunham, 152 S. W. 1131.

The note should be credited with one-half of the deficiency in freight furnished for a certain year.-Id.

A deficiency in freight furnished by defendant for a certain year due to the companies' failure to furnish freight cars could not be credited on the note.-Id.

(D) Place and Time.

CONTRADICTION.

See Appeal and Error, § 662; Witnesses, 401, 402. CONTRIBUTION.

See Specific Performance, § 64.

$210 (Mo.) Under a contract for certain freight rates on plaintiff railroads for five years and defendant's agreement to furnish freight aggregating earnings of a certain amount for that time, held, that the five years ran from the date of the note executed to him, and not from the time the road was opened for See Trover and Conversion. business.-Morley & M. R. Co. v. Himmelberger, 152 S. W. 86.

CONTRIBUTORY NEGLIGENCE. See Negligence, §§ 90, 93, 119, 136, 138. CONVERSION.

§ 213 (Tex.Civ.App.) Delays in the performance of a building contract from failure to let a contract for plumbing and from an order of the superintendent were not due to the default of any other contractor and are not covered by a provision requiring notice of delays therefrom. Slaughter v. Crisman & Nesbit, 152 S. W. 205.

(F) Compensation.

8232 (Tex.Civ.App.) Though plaintiff contracted to superintend the construction of a building for a certain sum, if the owner, during the work, made changes which required longer time to complete the building, and plaintiff did the extra work with the owner's knowledge, he could recover compensation therefor.-Smith v. Bruyere, 152 S. W. 813.

Such contractor need not have given the owner notice that he expected extra compensation for his additional services.-Id.

III. MODIFICATION AND MERGER. § 245 (Ky.) Where the payee of a note verbally agreed with one of the makers to discharge the latter from liability on the note, a subsequent written contract, by which such liability was restored in consideration of the release of a mortgage on the property of the comaker, did not extinguish or merge the verbal agreement, but was an independent contract.-Edge v. Ott, 152 S. W. 764.

IV. RESCISSION AND ABANDON

MENT.

§ 267 (Mo.App.) A party at fault in performance may not sue to rescind the contract.-Norris v. Letchworth, 152 S. W. 421.

V. PERFORMANCE OR BREACH. § 322 (Mo.) Evidence in an action on a contract acknowledging an indebtedness, and providing for future loans, held to sustain findings as to the amount due on the contract.-Sonnenfeld v. Rosenthal, 152 S. W. 321.

VI. ACTIONS FOR BREACH.

§ 330 (Mo.) Where defendant loaned plaintiff railroad companies a sum on their note to be paid as provided in a contemporaneous contract, which required defendant to furnish freight aggregating a certain sum, the net earnings of which in a certain amount should be applied to payment of the note, held, that plaintiffs' subsequent sale of their road would not affect their liability on the note or their right to have a credit on the note for deficiency in freight furnished.-Morley & M. R. Co. v. Himmelberger, 152 S. W. 86.

§ 353 (Tex.Civ.App.) Where defendant agreed that plaintiff should complete certain bridge piers and charge the expense to him, and that he should exercise ordinary care and reasonable

CONVEYANCES.

See Appeal and Error, § 1040; Assignments; Assignments for Benefit of Creditors; Chattel Mortgages; Deeds; Fraudulent Conveyances; Husband and Wife, §§ 267, 270; Trusts, 239.

CORNER.

See Boundaries, § 56.

CORPORATIONS.

See Action, § 46; Banks and Banking; Build-
ing and Loan Associations; Carriers; Com-
merce, 74; Costs, § 172; Electricity, § 4;
Escheat, § 3; Estoppel, §§ 56, 62; Good
Will, § 3; Guaranty, § 36; Insurance,
26, 55, 610; Mandamus, § 129; Municipal
Corporations; Quo Warranto, § 31; Rail-
roads: Street Railroads; Taxation, §§ 40,
42, 49; Telegraphs and Telephones; Trusts,
§ 374.

I. INCORPORATION AND ORGAN

IZATION.

tracts and incurring liabilities are personally §30 (Tex. Civ. App.) Promoters making conliable in the absence of an express agreement to the contrary, and are not released because the corporation subsequently assumes liability. Bradshaw v. Jones, 152 S. W. 695.

V. MEMBERS AND STOCKHOLDERS. (A) Rights and Liabilities as to Corporation.

§ 181 (Mo.App.) A stockholder has the right at common law to inspect the books and records of the corporation at a proper time and place, and for a proper purpose.-State ex rel. Haeussler v. German Mut. Life Ins. Co. of St. Louis, 152 S. W. 618.

the books and records of the corporation may A stockholder who has the right to inspect avail himself of accountants and stenographers in making copies from the books and records.Id.

(D) Liability for Corporate Debts and

Acts.

§ 230 (Mo.) Individual shareholders of paidup shares of stock are not personally liable for corporate debts, nor is their stock liable or subject to any limitations as to transfer or voting power by reason of any such debts.-Johnson v. United Rys. Co. of St. Louis, 152 S. W. 362.

VI. OFFICERS AND AGENTS. (C) Rights, Duties, and Liabilities as to Corporation and Its Members. §319 (Mo.) In an action against a corporation manager for using its money evidence held to show no improper application of the compa

ny's funds.-Sessinghaus Milling Co. v. Hane- | ger, who presented its application, was shown
brink, 152 S. W. 354.

An allegation in a petition that its manager
knowingly, willfully, and without right or au-
thority manufactured inferior flour and sold it"
at and for "plaintiff's higher and finer grades,"
is equivalent to an allegation of bad faith and
that customers were intentionally deceived, giv-
ing the plaintiff a right of action against its
manager.-Id.

The further allegation that damages were
claimed for injuries to plaintiff corporation's
business, reputation, etc., is in effect an allega-
tion that the good will was destroyed and is not
demurrable in that the damages would be uncer-
tain and difficult to calculate.-Id.

VII. CORPORATE POWERS AND

LIABILITIES.

(B) Representation of Corporation by Of-
ficers and Agents.

§ 399 (Ark.) The acts of a president of a cor-
poration done in the management of the busi-
ness, and within the scope of his authority, are
the acts of the corporation itself.-Wales-Riggs
Plantations v. Caston, 152 S. W. 282.

§ 426 (Mo.) By delay and acquiescence of a
corporation while valuable improvements were
being made on property sold by it after an ex-
tension of time granted by its president for
performance of a contract of sale, it was es-
topped to sue to recover the property and dam-
ages on the ground that the extension of time
was unauthorized.-Common Sense Min. & Mill.
Co. v. Taylor, 152 S. W. 5.

Delay and acquiescence of corporation in ex-
tending the time granted by its president upon
a contract for the sale of its property held a
ratification of the president's act.-Id.

§ 428 (Mo.) A corporation held chargeable
with knowledge of its president as to sale and
improvement of its property.-Common Sense
Min. & Mill. Co. v. Taylor, 152 S. W. 5.

§ 432 (Ark.) In an action by a corporation,
evidence held to warrant a finding that the pres-
ident was the active manager of the company,
with authority to make and abrogate contracts
of lease, so that his holding out of an agent as
having similar powers was within the scope of
his authority.-Wales-Riggs Plantations v. Cas-
ton, 152 S. W. 282.

§ 432 (Mo.) A corporation's contract to sell
property was presumptively duly authorized
where it recited that it was fully authorized by
its directors, and was valid on its face.-Com-
mon Sense Min. & Mill. Co. v. Taylor, 152 S.

W. 5.

(D) Contracts and Indebtedness.

§ 448 (Tex.Civ.App.) Right of action on con-
tract for personal services made with promoters
of corporation held to be against corporation
and not against the promoters where, after its
organization as contemplated when the contract
was made, the services were performed for the
corporation.-Bradshaw v. Jones, 152 S. W.

695.

§ 482 (Ky.) Where corporate property ordered
to be sold was set apart in a trust deed for the
exclusive protection of bondholders, its pro-
ceeds could not be applied to pay stockholders
until the bondholders' claims were satisfied, and
hence could not be applied to the payment of at-
torneys for stockholders in an action brought|
before the bondholders could proceed under the
trust deed.-Trimble & Bell v. Acme Mills &
Elevator Co., 152 S. W. 561.

(F) Civil Actions.

8513 (Tex.Civ.App.) The petition of a tele-
phone company to enjoin interference by a city
with erection of poles, the city council having
denied its application for a permit, need not al-
lege that authority of its president and mana-

to the council, or possessed by him; such au-
thority being presumed, in the absence of plea
raising the issue.-City of Brownwood v. Brown
Telegraph & Telephone Co., 152 S. W. 709.
$519 (Tex.Civ.App.) Where evidence was suf-
ficient as against an attorney employed to clear
up title, who acquired title for his own benefit,
it was sufficient against a corporation controlled
by him, and used as a medium for his opera-
tions.-Home Inv. Co. v. Strange, 152 S. W.
510.

§ 523 (Mo.) All the assets of a corporation
were subject to levy and sale under a judg
ment against the corporation, though this would
wipe out stock values.-Johnson v. United Rys.
Co. of St. Louis, 152 S. W. 362.

VIII. INSOLVENCY AND RECEIVERS.
§ 542 (Ky.) The transfer, without considera-
tion, of a turnpike road to the county by the
stockholders, is not invalid as against creditors
unless fraudulent, especially where the road is
of no value, and is out of order subjecting the
company to forfeiture of its franchise by proper
proceedings.-C. Roush & Co. v. Vanceburg, S.
L. T. & M. Turnpike Road Co., 152 S. W. 768.
§ 542 (Mo.) The directors of a corporation in
failing circumstances could legally dispose of
its assets to pay its debts.-Common Sense Min.
& Mill. Co. v. Taylor, 152 S. W. 5.

§ 544 (Mo.) The assets of a corporation are,
in equity, a trust fund in which creditors have
a right superior to stockholders.-Johnson v.
United Rys. Co. of St. Louis, 152 S. W. 362.

8547 (Mo.) Corporations may be held liable,
their transactions scrutinized, and transfers of
property between corporations set aside as fraud-
ulent, the same as though they were natural per-
sons.-Johnson v. United Rys. Co. of St. Louis,
152 S. W. 362.

§ 548 (Mo.) A judgment creditor need not plead
in its exact words a tripartite contract under
which the debtor corporation had transferred its
assets, but it was sufficient, under Rev. St.
1909, §§ 1813, 1818, 1831, prescribing liberal
rules of pleading, to state the substance of such
contract.-Johnson v. United Rys. Co. of St.
Louis, 152 S. W. 362.

Rule that suitor in equity must come with
clean hands held not to preclude assignee of per-
sonal injury judgments from maintaining a cred-
itor's suit.-İd.

The stockholders of a debtor corporation are
not necessary parties to a creditor's suit where
the corporation itself is a party.-Id.

In a suit to reach assets which the debtor
corporation had transferred in fraud of cred-
itors, a syndicate which had acted as the agency
through which the transfer was made was not
a necessary party.-Id.

The fact that corporate debts do not limit
the right of stockholders to vote does not de-
prive a creditor of the right to attack a fraudu-
lent transfer of corporate assets pursuant to a

vote of stockholders.-Id.

Where a debtor railroad corporation transfer-
red all its assets to another corporation having
practically the same directorate and stockhold-
ers, and the circumstances disclosed the transfer
to be in fraud of creditors holding judgments
for personal injuries, though not of other cred-
itors, a court of equity properly held such as-
sets liable for the personal injury judgments.-
Id.

§ 553 (Ky.) Mere fraud by stockholders and
directors in transferring stock was not, of it-
self, ground for the appointment of a receiver
in an action by the transferee.-Metcalfe v.
Johnson, 152 S. W. 951.

XI. DISSOLUTION AND FORFEITURE
OF FRANCHISE.

$630 (Tex.Civ.App.) A corporation could not
be sued after it had been dissolved and a re-

For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and section (§) NUMBER