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ly, on open application to an officer of cers of the corporation knows of the dejustice charged with the duty of inquiring cree of the common pleas reinstating the into the cause of such death, the statute can- member. not be used to impose punishment upon the persons concerned in the exhumation in case of irregular proceedings.

ld. 3. It is debatable whether a post mortem examination should be made before the coroner has empaneled a jury; but it should not be made in the presence of the jury. The decision by order of the coroner is expressly authorized. Penal Code, § 308. Id.

BRIEFS AND NOTES.

Inquest rests in discretion of coroner. (N. Y.) 229 Jurisdiction to hold inquest. (N. Y.) 229 Duty of coroner to investigate cause of death under supposed circumstances. (N. Y.) 229 Post mortem examination. (N. Y.) 229 CORPORATIONS.

1. CREATION.

II. MEMBERS AND STOCKHOLDERS; RIGHTS. III. STOCK; LIABILITY OF STOCKHOLDERS. IV. OFFICERS.

V. DISSOLUTION AND FORFEITURE.
VI. MANUFACTURING COMPANIES.
BRIEFS AND NOTES.

See BANKS AND BANKING; BENEFIT SOCIE-
TIES; CARRIERS; COUNTIES; CRIMINAL
LAW, 1-4, 16; INSURANCE; MUNICIPAL
CORPORATIONS;
PARTNERSHIP; RAIL-
ROAD COMPANIES; SCHOOLS AND SCHOOL
DISTRICTS; STREET RAILWAYS; TAXES,
II.; TURNPIKE COMPANIES.

I. CREATION.

7. In an action to compel a company to recognize plaintiff as a stockholder, an answer by a defendant, who is president of the company, that plaintiff agreed that his subscription should be for the use and benefit of said defendant, and that he would transfer the same to him, and that plaintiff was never the real owner of any shares, is responsive to the bill.

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12. Where the unpaid subscriptions to the stock of an insolvent corporation are required to pay the creditors, an assessment is not prerequisite to an action by the assign1. Act of April 9, 1886, Pub. Laws 776, di- ee of the corporation against a stockholdrecting that certain fines, etc., shall be paid to aer; but it is otherwise where the whole amount committee to be appointed by the court of comis not required. mon pleas and subject to its control, for the establishment and maintenance of a law li brary, does not create a corporation. Craig v. Lilly (Pa.)

659

2. A bequest to such a law library is void.

Id.

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4. It is the duty of the expelled member to serve on the officers, before attempting again to participate in the proceedings of the corporation, a decree of the common pleas establishing his rights. Id.

5. If, without serving such a decree, he insists on participating in the proceedings, after he has been requested by vote to retire, he may be ejected by force, and cannot maintain against the members, who eject him without using more force than is necessary, an action of trespass on the case for conspiracy.

Id.

6. It is immaterial that one of the offi

Citizens & M. Sav. Bank v. Gillespie (Pa.) 523 13. In assumpsit to recover the amount due by a subscriber it is error to permit the defendant to prove the financial responsibility of another stockholder without first proving the amount of the latter's subscription. ld.

14. A transferee of stock, who at the transfer signs the subscription book, assumes the liabilities of any original subscriber to the stock. Id.

15. Where an Act provides that in an action for the recovery of an assessment a certificate of a mutual insurance company shall be evidence to prove the claim to the as sessment, unless the party sued will make a certain affidavit, if such party makes the affidavit, the company must prove its claim. Susquehanna Mut. F. Ins. Co. v. Gackenbach

(Pa.)

588

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18. The amount of the assessment rests mortgaged premises under such sale to the in the discretion of the board of directors. New York, L. E. & W. R. R. Co., a corporaSusquehanna Mut. F. Ins. Co. v. Gackenbach tion formed on reorganization of the Erie Co., 588-the order for such transfer providing that it

(Pa.)

IV. OFFICERS.

20. Authority given by a resolution of a company to its treasurer, to have its notes signed, only authorizes him to have them signed by the officers who had theretofore been authorized to sign such instruments for the corporation.

Davis Sewing Mach. Co. v. Best (N. Y.) 63 21. Where notes of a company have been unlawfully converted by its president, the company may recover possession of them from the holder by replevin, unless he is a bona fide purchaser for value, without notice. Id

19. The burden of showing fraud of was subject to all rights of the People, as the Id. same might be ascertained in the People's acofficers is on defendant. tion. A reference as to the property subject to said mortgage was had in the People's action, and judgment entered therein upon the referee's report to the effect that said stock and bonds were properly sold with mortgaged premises, and adjudging the Erie Co. to be dissolved. Thereafter this suit was commenced to subject said bonds and stocks to the payment of the unsecured obligations held against the Erie Co., on the ground that said bonds and stocks were not covered by said mortgage, and that the court never acquired jurisdiction of the same or of the rights of the unsecured creditors, they not having been made parties to said foreclosure suit nor to the People's action. Held, (a) the court could determine what property was actually indorsed within the mortgages foreclosed; (b) the unsecured creditors were not proper parties to the foreclosure action; (c) the pendency of the people's action did not prohibit foreclosure action; (d) the judgment in the foreclosure action was not, within 2 Rev. Stat. p. 462, § 71, void as against the receiver and creditors; (e) the rights which the statute secures to creditors in case of a statutory final receiver of an insolvent corporation are such only as pertain to the 24. The transferee of such notes, by pay-property which comes to the receiver to be ading value for them, is not a bona fide pur- ministered by him and distributed to the credId. itors; (f) that there was nothing which required chaser. a receiver to consult the general creditors; (g) there is no provision of law requiring general corporation creditors to be made parties to the People's action; (h) the proceeding in equity under the Revised Statutes, p. 463, 38, was unaffected by the Code of Procedure. Herring v. New York, L. E. & W. R. R. Co. (N. Y.)

22. The burden of proving a purchase in good faith, and for value, devolved upon the defendant after it was established that the notes had surreptitiously been put in

circulation.

Id.

23. Where notes purporting to be those of a company were not properly executed because not signed by its president, and this defect was apparent upon the face of the paper, it deprived the notes of the character of commercial paper. Id.

25. In replevin for notes not enforceable as the pecuniary obligations of a corporation by reason of their defective execution, only nominal damages can be recovered

for their detention.

Id.

26. Declarations of the president of railroad authorized to bind the corpora tion by contracts in the ordinary business, recognizing the contract as subsisting, and as to what should be done in the matter,

are admissible.

Baltimore, etc. R. R. Co. v. Brydon (Md.) 396 27. An action by a stockholder of a bank against its directors, to call them to account as trustees, is triable by the court. Brinckerhoff v. Bostwick (N. Y.)

711

308

29. The forfeiture to the county supervisors of the corporate rights of a company, organized under Act of 1875, for noncomple tion within time fixed, is not worked by the default, without the intervention of the courts or action on the part of the State or of the county.

Kings Co. v. Elevated R. Co. (N. Y.)

VI. MANUFACTURING COMPANIES.

232

30. Under Act of 1881, § 3, it is not sufficient to exempt a corporation from taxation that it is a manufacturing corporation, but it must also carry on manufacturing within

the State.

V. DISSOLUTION AND FORFEITURE. 28. In May, 1875, the attorney-general, in the name of the People, commenced an action in equity against the Erie Railway Co., for its dissolution as an insolvent corporation, and J. was appointed temporary receiver. In June, 1875, two mortgages People v. Horn Silver Mining Co. (N. Y.) 220 upon the railway were foreclosed, and J. 31. Where the principal officers of the corwas appointed receiver of the mortgaged prop-poration have their offices in New York city, erty. The Erie Co., at the commencement of its directors' meetings being held and its divithese actions, owned bonds and stocks in dends declared and paid there; and, as in this other corporations; and the judgment in case, in addition thereto, a substantial part of the foreclosure action recited that they were the regular business of the corporation is conheld by the receiver as part of the mortgaged tinuously carried on there during the whole property, and authorized the referee appointed year, the corporation is brought within the Act to sell the mortgaged premises to sell them as of 1881, as "doing business within the a portion thereof, and they passed with the State."

Id.

32. By Laws 1885, chap. 501, the basis of| computing a tax under Act of 1881, § 3, to be paid by a corporation, was fixed at the amount of capital stock employed within the State.

1. Under Code, § 3246, in an action by an executor in his representative capac ity, costs may be awarded against him as executor.

Syms v. New York (N. Y.)

225

People v. Horn Silver Mining Co. (N. Y.) 220 2. A judgment for costs against an ex33. In computing the taxes to be paid by a ecutor in his representative capacity manufacturing company, its entire capital should not contain a provision that execustock was properly taken as the basis of taxa-tion issue for such costs. Id. tion. Id.

34. Where a judgment was entered for the tax before the passage of the Act of 1885, defendant can have no benefit from its provisions authorizing the comptroller to adjust all accounts against a corporation for all taxes and penalties under the Act of 1881. Id.

BRIEFS AND NOTES.

Defined. (Pa.)
Creation. (Pa.)

662

3. Where a plaintiff sues as an adminis trator, but might have sued in his own name, he is personally liable to pay costs. Buckland v. Gallup (N. Y.)

703

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5. Where the auditor appointed to audit the account of a trustee refuses, for lack 661 of vouchers, to allow certain credits claimed, finds numerous evidences of mismanagement 661 through lack of business qualifications on the part of the trustee, but not through dishonesty, and accordingly reduces the trustee's commis903 sions to the amount due upon the business 92 properly done, some of the exceptions to the account being dismissed and some sustained,— it is not error to decree as to costs that they be

Existence from implication. (Pa.) Charter; rule of construction. (N. Y.) 234; (Pa.)

Stock; dividends. (N. Y.)

Options to subscribe to and take at par shares of stock. (N. Y.)

92

Until declared as dividends, profits belong to corporation. (N. Y.) 91

The day when a dividend is declared determines its ownership. (N. Y.) 92 Unpaid subscriptions; liability of stockholders. (Pa.) 514, 528, 529 Unpaid subscriptions; creditors' bill. (Pa.)

529

Liability of transferee of stock for unpaid subscriptions. (Pa.)

529

divided between the estate and the accountant.

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897
814

76

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Stockholder's remedy against corporations for illegal acts of directors. (Pa.) Power; ultra vires. (N. Y.) Distinction between tortious and contract ual liability for acts ultra vires. (Pa.) 897 Property rights. (Pa.) 528 Commonwealth alone can object to want of capacity of corporation to hold lands, which was not authorized to purchase. (Pa.) 904 Formalities of negotiable paper. (N. Y.) 64 Power to make general assignment for benefit of creditors. (Pa.) 528 Liability of directors for losses from mis conduct or negligence. (N. Y.) 712, 713 Relation between directors and shareholders. (N. Y.) 711, 713 Liability for acts of agent. (N. Y.) 825 Express malice imputable to. Dissolution of railroad company; court jurisdiction. (N. Y.) Forfeiture. (N. Y.) Voluntary societies. (Pa.) CORROBORATION. See WITNESS, 7-10.

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2. It makes no difference as to the duty of the county treasurer that the taxes were not expressly collected or paid over to him for said purpose.

Id.

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6. The power of the orphans' court to set aside a sale of real estate, made in pursuance of its own order, rests within the sound discretion of the court; and will not be reviewed unless the record shows palpable and gross abuse.

Frey's Appeal (Pa.)

154 7. The court of common pleas may en3. Section 4 is not in conflict with the Con-tertain a bill to establish a trust in lands sitstitution.

Id.

4. It is no defense to a proceeding by a taxpayer to compel such application that the petition does not put the amount of taxes claimed to be applicable to that purpose high enough; the county treasurer may be compelled to set aside for a sinking fund all the taxes which may appear to have been paid to him for that purpose. Id.

5. Nor is it an answer to such proceeding that if the county treasurer should do so, there would be a deficiency in other funds. Id.

6. Under Act of March 3, 1860, and the lo

cal Act of May 1, 1861, a county to which the latter Act applies is liable to a justice of the peace for all the costs, except those of prosecutor and defendant of a criminal proceeding before him.

Codding v. Bradford Co. (Pa.)

869

7. A county is not liable for costs of crim. inal proceedings unless made so by statute. Authorities cited. Id.

BRIEFS AND NOTES.

871

Commissioners; acts ultra vires. (Pa.) 602

Fees of county treasurer on tax sales. (N. Y.) 768, 769 Not liable for costs of criminal proceedings, where it is not so expressed in statutes. (Pa.) 870

COURTS. See APPEAL; JUSTICES OF THE PEACE; RECEIVER; TRIAL.

uate in another county, when the parties are within its jurisdiction. Jackson's Appeal (Pa.)

850

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Jurisdiction of superior court in actions by the People for dissolution of railroad companies. (N. Y.)

314 Territorial courts are not United States 687

Courts. (N. Y.)

Common pleas is court of general jurisdiction. (N. J.) 110

Authority of orphans' court to determine title of contesting parties as an incident of distribution. (Pa.) 509

Power of court of quarter sessions in the division of election districts. (Pa.) 183, 184 Inferior jurisdictional facts must be established. (Ñ. Y.) 317

Special tribunal; jurisdictional facts must be shown. (Md.) 389

Preliminaries giving authority to act must appear on face of proceedings. (N. J.)

110

COVENANT. See CONTRACT, 13; DEED, 15; LANDLORD AND TENANT, 4, 8.

1. An undertaking given on the removal CREDITORS' BILL.

of an action for claim and delivery from

1. Where a creditors' bill was filed and the

the District Court of New York City to complainant in the suit was appointed a re

ceiver, he may file bis bill for the collection | state and county taxes for the county, and as of money held in trust for the debtor in the such collected the taxes for the year. original suit, without first obtaining another judgment at law.

Terhune v. Bell (N. J.)

469 2. That there is a remedy at law is no objection to such suit. Id.

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State v. Nicholson (Md.)

415

8. Every indictment must bring defendant within all the descriptions mentioned in the body of the Act, except they are such as carry with them the bare denial of a matter, the affirmation whereof is a proper and natural plea for defendant. Authorities cited. Id. 416 9. The court will presume in favor of the pleader every proposition which by reasonable intendment is impliedly included in the pleading. Authorities cited. Id.

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