forbids during a certain part of the year catch-
8. Act 1890, (87 Ohio Laws,) detaching ing fish with a seine "in or upon any of the riv-
from the city of Findlay a portion of its terriers, creeks, streams, ponds, lakes, sloughs, bay-
tory, and attaching it to an adjoining township,
does not impair the obligation of contracts, it
not appearing that the city is rendered unable
to pay its debts.-Metcalf v. State, (Ohio Sup.)
31 N. E 1076.
Vested rights.
ous, or other water courses" of the state, as ap-
plied to a lake near an unnavigable river, which
is only connected with the lake during periods of
high water, the seine fishing being done by per-
mission of the owner of the land under and on all
sides of the lake, is not unconstitutional as being
an unwarrantable interference with the property
rights of the owner of the land. 39 Ill. App. 656,
reversed.-People v. Bridges, (Ill. Sup.) 31 N. E.
115.
Construction.
9. Where a person, under permit granted by
a city council to erect frame buildings within
the fire limits, has made contracts, and incurred
liabilities thereon, before a rescission thereof, he
acquires a private property right, of which he is
entitled to protection. 7 N. Y. S. 501, affirmed. Of will, see "Wills," 5-18.
-City of Buffalo v. Chadeayne, (N. Y. App.) 31
10. Act May 28, 1891, § 1, 2, which declare Of will, see "Wills," 2-4.
that "it shall be unlawful for any person, com-
pany, corporation, or association, now engaged,
or hereafter to be engaged, in any mining or man-
ufacturing business in this state, to engage in,
or be interested directly or indirectly in, keep-
ing of a truck store, or controlling of any store,
shop, or scheme for the furnishing of supplies,
tools, clothing, provisions, or groceries to his,
its, or their employes while so engaged in min-
ing or manufacturing," and impose a penalty for
so doing, without placing similar restrictions on
employers engaged in other kinds of business,
is unconstitutional, within Const. art. 2, § 2, as
depriving persons of property rights without due
process of law.-Frorer v. People, (Ill. Sup.) 31
N. E. 395.
CONTINUANCE.
In criminal cases, see "Criminal Law," 7-9.
Absence of witness.
11. Where land is appropriated for a street
improvement, an assessment by the foot front of
the property bounding and abutting upon the im-
provement, to pay the cost thereof, without the
passage, notice, and publication of a preliminary
resolution, declaring the improvement necessary,
will not thereby be a taking of property without
due process of law, in violation of Const. U. S.
Amend. 14, § 1, where the property owners have
the right to resist the assessment in a suit to enjoin
its collection, or otherwise. -Caldwell v. Village
of Carthage, (Ohio Sup.) 81 N. E. 602.
Taxation.
12. Section 148a, Rev. St., as amended Febru-
ary 12, 1889, (86 Ohio Laws, 33,) requiring the
payment of a fee to the secretary of state for the
filing of articles of agreement of incorporation,
and also of consolidation, proportioned to the
authorized capital stock of the company, is con-
stitutional.-Ashley v. Ryan, (Ohio Sup.) 31 N.
13. Elliott's Supp. § 826, cl. 19, which au-
thorizes the board of trustees of incorporated
towns to levy and collect annual taxes for the
support of town schools within their corpora-
tion, not exceeding 30 certs on the $100 valua-
tion of property subject to taxation, is not re-
pugnant to Const. art. 8, § 1, which directs the
general assembly to provide a "general and uni-
form system of common schools, wherein tuition
shall be without charge, and equally open to
all."-Shepardson v. Gillett, (Ind. Sup.) 31 N.
E. 788.
14. An act apportioning the state into sen-
ate and assembly districts, according to the
number of inhabitants, is so closely connected
as a whole that, if the senate districts are
based upon an absolutely unconstitutional enu-
meration, and to such an extent that it can be
judicially seen that great injustice to many of
the inhabitants of the state is the necessary
result, the assembly districts cannot be separat-
ed from the senate districts, but the whole act
is void.-People v. Rice, (N. Y. App.) 31 N. E.
921; Same v. Board Sup'rs Monroe County, Id.;
In re Horn v. Board Sup'rs Oneida County, Id.
Regulation of fish catching-Rights of
15. Act May 31, 1887, as amended by act of
June 3, 1889, (Rev. St. 1891, c. 56, § 6,) which
V.31N.E.-73
1. A motion for a continuance on account of
defendant's illness, which fails to show that there
were no other witnesses by whom the facts to
which the defendant would testify could be proved,
is insufficient.-Hodges v. Nash, (Ill. Sup.) 31 N.
E. 151.
Showing as to materiality of testi-
2. In an action upon a note executed by de-
fendant payable to her own order and by her in-
dorsed in blank, an affidavit for continuance
on account of her illness, which states that de-
fendant would testify that the note was for the
accommodation of a third person, who was to
use it as collateral, and return it to defendant at
or before maturity, and that the plaintiff had
notice of the character of such note, and of the
purposes for which it was executed, is insufficient,
since it fails to show any defense to the note.-
Hodges v. Nash, (Ill. Sup.) 31 N. E. 151.
See, also, "Arbitration and Award;" "Assign-
ment;" "Assignment for Benefit of Credit-
ors;" "Carriers;" "Chattel Mortgages;"
"Covenants;" "Deed;" "Factors and Bro-
kers;" "Frauds, Statute of;" "Fraudulent
Conveyances;" "Guaranty;" "Insurance;"
"Landlord and Tenant;" "Marine Insur-
ance;" "Master and Servant;" "Mortgages;"
"Negotiable Instruments;" "Partnership;"
"Principal and Agent;" "Principal and Sure-
ty:" "Release and Discharge;" "Sale;" "Spe-
cific Performance;" "Subrogation;" "Vendor
and Purchaser."
Damages for breach, see "Damages," 2.
For sale of land, see "Vendor and Purchaser,"
1-3.
Obligation of, see "Constitutional Law," 8.
Of city, see "Municipal Corporations," 17-22.
Of corporations, see "Corporations," 11-20.
Of counties, see "Counties," 2, 3.
Of lunatic, see "Insanity," 2.
Of married woman, see "Husband and Wife,"
2-4.
Reformation, see "Equity." 3.
Rescission, see "Equity," 5-9.
Requisites.
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1. An agreement provided "that the subscrib.
ers,
being desirous of effecting a com-
plete and permanent unity of interest between
their distilleries, and also between them and
other distilleries, and, preliminary to that pur-
pose, wishing at once to accomplish such unity
of interest between themselves, leaving details
and the union of other distilleries to be arranged
hereafter," and that "a complete plan for such
unity of interest, and for the accomplishment of
the purposes herein contemplated, shall be pre-determined that one was in an inferior condi
pared at once, and in all other respects the pur-
pose contemplated shall be consummated at once. "
Held, that the agreement was incomplete, the
minds of the parties having met on some things
and not on others. -Sibley v. Felton, (Mass.) 31
tion to the other, and that on the termination of
the contract the inferior road should be surren-
dered in the same relative worse condition, or
otherwise its improved relative condition should
be paid for out of the separate account of the in-
ferior company. Held, that on the surrender of
the inferior company in an improved relative
condition, paid for out of the joint funds, the
2. Where a written instrument is not essen- other company was not entitled to recover from
tial to the validity of the contract, one of the the inferior company the total cost of such im-
parties may, on request, and in the other's pres-provement, but only its proportionate interest in
ence, affix the latter's signature to the instru- the joint fund so expended.-Nashua & L. R.
ment.-Crow v. Carter, (Ind. App.) 31 N. E. Corp. v. Boston & L. R. Corp., (Mass.) 31 N.
937.
E. 1060.
3. The verbal promise of defendant to pay a
debt which B. owed plaintiffs, made to induce
them to ship to defendant, with B.'s consent, a
machine belonging to B., in plaintiffs' possession,
but on which they had no lien, was not binding
on defendant, though shipment was made, being
without consideration. 15 N. Y. S. 420, affirmed.
-Tolhurst v. Powers, (N. Y. App.) 31 N. E. 326.
Interpretation.
4. A letter containing the terms of an agree-
ment, but not signed by one of the parties, was
dated November 27th, and stated that the agree-
ment was to take effect December 1st, "for one
year." Held, that the parties intended that the
contract should go into practical effect on De-
cember 1st, and not that the making of it should
be deferred till that date. 11 N. Y. S. 716, af-
firmed.-Blake v. Voight, (N. Y. App.) 31 N. E.
5. It was the intention of the parties that
the contract should continue for one year from
December 1st, and Lot from November 27th. 11
N. Y. S. 716, affirmed. - Blake v. Voight, (N. Y.
App.) 81 N. E. 256.
6. Provisions in a building contract for pay-
ment for work and materials by installments,
naming no dates for same, but providing in each
case for the architect's certificate "that all the
work upon the performance of which the payment
is to become due has been done to his satisfac-
tion," show an intention that they should become
due at dates intermediate the date and the com-
pletion of the contract. 15 N. Y. S. 590, affirmed.
-Wright v. Reusens, (N. Y. App.) 31 N. E. 215.
7. Plaintiff leased defendants a street rail-
road and a franchise for the extension of the
road, agreeing to obtain all consents necessary
for the construction without hindrance of such
extension by defendants, in consideration of
which defendants agreed to pay a proportion of
the receipts, and after a certain date, which
was also named as the time when all the con-
sents were to be obtained for constructing the
extension, a certain guarantied rent. Held, that
the obtaining of such consents was a condition
precedent to the liability of defendants to pay
the guarantied rent. 11 N. Y. S. 106, affirmed.
-Atlantic Ave. R. Co. v. Johnson, (N. Y. App.)
8. A contract to do the printing of each of
two legislative sessions for a sum in gross fur-
ther provided that the printing for extra sessions
should be done for prices stated in detail in an
alternative bid annexed to the contract, "and
the same prices shall also be paid for any work
and materials ordered, not for the use of the
legislature." Held, that "any work and materi-
als ordered, not for the use of the legislature,"
must be paid for at the prices fixed in the alterna-
tive bid, whether the same was ordered at a reg-
ular or at an extra session, and that such words
cannot be restricted to printing ordered at an
extra session, not for the use of the legislature.
-Parmenter v. State, (N. Y. App.) 31 N. E.
1035.
9. A contract for the joint operation of two
railroads provided that on its termination the
property of each should be surrendered to it in
the same relative condition of repair as it was
when the contract was made. By joint agree-
ment between the directors of both roads it was
10. By a contract in writing defendant sold
plaintiff "the large cottonwood and sycamore trees
on the Kentucky side of Diamond island,” and a
large amount of timber was cut and removed un-
der the contract. Held, that evidence of the
character of the trees already cut under the coa-
tract was admissible to show the understanding
of the parties as to the subject-matter thereof. -
Bement v. Claybrook, (Ind. App.) 31 N. E. 556.
Performance.
11. Plaintiff contracted to erect a building for
$6,000. When he finished work there were certain
defects which it cost $656.29 to remedy. Under a
condition of the contract, the owner remedied the
defects to the amount of $439.29. Held, that a
finding by the referee, debiting the contractor
with the amount expended by the owner on
remedying defects, that the damage was not suf-
ficiently great to show wanton neglect, and that
the contract was substantially performed, need
not be set aside. Follett, C. J., and Vann and
Landon, JJ., dissenting. 10 N. Y. S. 275, af-
firmed.-Crouch v. Gutman, (N. Y. App.) 31 N.
E. 271.
12. A building contract provided for $10 dam-
ages per day for any delay in completion of the
work after a certain day, arising from any act
or default on the part" of the contractor, delay
from strikes being excepted. The subcontractor
for the wood-work made a like agreement with
the contractor. There was a delay of 130 days in
the mason work on which the woodwork was de-
pendent, for which the subcontractor was not re-
sponsible. Within that time the owner availed
himself of a provision of the contract that, if
sufficient materials or workmen were not sup-
plied, he might finish the work and deduct the
expense, and the work was completed in 40 days
after the delay of 130 days. It was found that
the subcontractor was delayed 2 or 3 weeks by a
strike, 4 or 5 days by the owner, 30 days by
plumbers working under a contract with the
owner, and that he did extra work amounting to
$260, the time occupied in which was not shown.
Held, that a finding that the subcontractor was
relieved from the responsibility of the delay dur-
ing the last 40 days will be sustained. FOLLETT,
C. J., and VANN and LANDON, JJ., dissenting.
10 N. Y. S. 275, affirmed.-Gutman v. Crouch, (N.
Y. App.) 31 N. E. 275.
13. Defendant set up, as a justification of the
breach of her contract with plaintiff to appear in
operas, that he refused to substitute another cos-
tume for the tights in which she had appeared in
a certain opera, the wearing of which she had ob-
jected to on the ground of danger to her health.
Under the contract, it was for plaintiff to pre-
scribe and supply the costumes, and any change
in defendant's costume would necessitate a corre-
sponding change in the costumes of 20 to 30 others.
Defendant had agreed to appear in tights, and had
done so, during cold weather. Though she had
several times caught cold, the cause thereof was
not proved. When advised by her physicians to
wear something underneath the tights to protect
her, she had declined for reasons of her own. She
made no attempt to come to an agreement with
plaintiff; and the circumstances of her negotiations
with a rival manager showed that this excuse was
a mere pretense. Held, that it was not shown
that plaintiff so unreasonably insisted upon his
rights under the contract, to the detriment of de-
fendant's health, as to justify her, in equity and
good conscience, in breaking off her engagement.
16 N. Y. S. 958, affirmed.-Duff v. Russell, (N. Y.
App.) 81 N. E. 622.
14. On an issue as to whether plaintiff or
one E. owned a mortgage it appeared that in
January, 1878, J., who then owned it, agreed to
sell it to E. for $850; "$100 cash, $750 March
next." E. paid $425 in April, 1878, $400 in
July, 1882, and later tendered the balance of
the $850, which was refused, on the ground
that he had not complied with the contract as to
time of payment. J. assigned the mortgage
after maturity to plaintiff, who did not claim to
be a bona fide purchaser. Held, that it was
error to direct a verdict for plaintiff, as the
jury could have found that J., by accepting the
first two payments, waived strict performance
as to time, and could not refuse to perform on
his part without first giving notice to E. to pay
the balance within a reasonable time.-Owen v.
Evans, (N. Y. App.) 31 N. E. 999.
15. Where defendant corporation has agreed
with plaintiff to publish certain books written
by him, and to pay him royalties thereon, it
cannot, while continuing publication under such
agreement, deny plaintiff's claim thereunder on
the ground that his interest in the books is not
protected by copyright.-Saltus v. Bedford Co.,
(N. Y. App.) 31 N. È. 518.
viously existing verbal agreement. Per O'BRIEN,
PECKHAM, and MAYNARD, JJ., dissenting. -Gal-
laudet v. Kellogg, (N. Y. App.) 31 N. E. 337.
Evidence.
21. In an action on a contract, the estimates
and certificate of the engineer were properly ad-
mitted to prove acceptance of the work by the
engineer where the contract required such ac-
ceptance. - Board Com'rs Hamilton County v.
Newlin, (Ind. Sup.) 31 N. E. 465.
Contributory Negligence.
See "Master and Servant," 39-46; "Negli-
gence," 8-12.
Conversion.
See "Trover and Conversion."
By trustee, see "Trusts," 8.
Conveyances.
See "Chattel Mortgages;" "Covenants;" "Deed;"
"Fraudulent Conveyances;" "Mortgages;"
"Sale;" "Vendor and Purchaser."
CORPORATIONS.
See, also, "Banks and Banking;" "Carriers;"
"Horse and Street Railroads;" "Insurance;"
"Municipal Corporations;" "Railroad Com-
panies.'
Agreement between incorporations, see "Specific
Conviction of manager of crime, see "Larceny,"
Right of president to sue, see "Entry, Writ
of," 1.
Taxation of, see "Taxation," 5, 6, 12.
Revocation of license to organize.
16. In an action on a contract for the sale
and future delivery of brick by defendant to
plaintiffs, it appeared that after the contract was
made plaintiffs became insolvent, and made a
voluntary assignment, of which they gave notice
to defendant, and afterwards compounded with
their creditors. No reference was made to the
contract in the schedule filed, nor in the state-
ment of assets made by plaintiffs to their cred-
1. A secretary of state who has issued a
itors. Plaintiffs knew that the brick were to be license for the organization of a corporation has
made in Maine, but gave no notice to defendant no power to revoke such license except where the
that they would claim performance of the con- corporation fails to complete its organization and
tract, and made no offer to pay or secure de- proceed to business within the two years al-
fendant till more than four months after the as-lowed by statute for that purpose. - Illinois
signment, and after defendant had sold the brick. Watch Case Co. v. Pearson, (Ill. Sup.) 81 N. E.
Held, that the question of abandonment of the
contract by plaintiffs and acceptance by defend-
ant should have been submitted to the jury.
Hobbs v. Columbia Falls Brick Co., (Mass.) 31
N. E. 756.
17. Abandonment of an executory contract
by plaintiffs, and acceptance thereof by defend-
ant, constitute a defense to an action on such
contract.-Hobbs v. Columbia Falls Brick Co.,
(Mass.) 31 N. E. 756.
Actions on contracts.
18. A covenant to forbear to sue on a note for
a definite time, for a valuable consideration,
cannot be pleaded in bar to an action on the note
before the time of forbearance has elapsed; the
only remedy being an action on the covenant for
damages.-Brown v. Shelby, (Ind. App.) 31 N.
E. 89.
19. The fact that an account sued on, and
which describes generally certain professional
services as consisting of an examination of title,
numerous interviews, correspondence, advice, etc.,
without specifying the date of any particular
service, is dated several days later than the date
of plaintiff's writ, does not show as a matter of
law that the services were not performed, and
the cause of action did not accrue, until after
the date of the said writ.-Chaplin v. Harbeck,
(Mass.) 31 N. E. 288.
2. Under Act March 26, 1872, § 1, which ds-
clares that, "in changing the name of any corpo-
ration, no name shall be adopted similar to the
name of any other corporation organized under
a corporation cannot
the laws of this state,
change its name so as to adopt a name used by a
corporation which, though not fully organized, has
received its license for incorporation, even though
such license was obtained after the directors of
the former company had called a meeting to vote
on the proposed change of name, and had pub-
lished notice of such meeting.-Illinois Watch
Case Co. v. Pearson, (Ill. Sup.) 31 N. E. 400.
Consolidation.
3. Two water companies which could consoli
date under Laws 1867, c. 960, and Laws 1877, c.
374, and which, prior to May 1, 1891, when those
acts were repealed by Laws 1890, cc. 563, 567, had
entered into an agreement for consolidation
through their trustees, who called a stockhold-
ers' meeting to ratify the agreement, and served
and began the publication of the required no-
tices, could complete the consolidation after-
wards, as the acts done were within section 22
of the act of 1890, which provides that the re-
peal shall not affect or impair any act done or
20. Where plaintiffs claimed that the written right accruing, accrued, or acquired prior to
contract produced in evidence did not correctly May 1, 1891, but the same may be asserted or
enforced as fully and to the same extent as if
state the verbal contract on which the action
was brought, and which was entered into before such law had not been repealed. 16 N. Y. S. 757,
the written contract was executed, and there affirmed.-Cameron v. New York & Mt. V. Wa-
ter Co., (N. Y. App.) 31 N. E. 104.
was evidence to sustain plaintiffs' contention,
it was error for the trial court to hold, as a mat- Payment of fee on filing papers.
ter of law, that plaintiffs accepted the written 4. Section 148a, Rev. St., as amended Febru-
contract as a complete substitute for the pre-ary 12, 1889, (86 Ohio Laws, 33,) requiring the
payment of a lee to the secretary of state for the filing of articles of agreement of incorporation, and also of consolidation, applies to articles of agreement of consolidation between an Ohio company and a company or companies of another state, as well as to articles of consolidation between Ohio companies only. -Ashley v. Ryan, (Ohio Sup.) 31 N. E. 721.
5. Four of the subscribers to stock of an elevated railroad company of New York, whose capital was fixed at $1,000,000, paid $50,000 on the capital, at the time of organization, to the commissioners of rapid transit, who, after deducting $5,150 for services and expenses, gave check for balance, $44,850, to the treasurer of the company. The directors voted to buy of a subscriber, for 9,500 shares of the stock, patents for $994,850. He gave his check for $950,000 in payment of his stock, and the check was returned in part pay ment of his patents. He then gave an order on the treasurer for $44,150, balance due on patents, payable to one of the four who had originally paid the $50,000, and the amount of the order was paid to him by the treasurer. There was evidence that all the stockholders, except those in whose names stock had been put by the others in order to make up the legal number of subscribers, intended that this $44,150 should be paid to the one selling the patents, in part payment thereof. Held, in an action by the treasurer against the company for salary, that, the statutes of New York not being in evidence, it could not be said that the payment of the $44,150 by plaintiff was wrongful or in violation of his duty as treasurer. -Sears v. Kings County El. Ry. Co., (Mass.) 81 N. E. 490.
Liability to creditors.
6. Pub. St. c. 106, § 60, provides that the offcers of a corporation shall be "jointly and severally liable," when the debts of the corporation exceed the capital, to the extent of such excess existing when suit is commenced against the corporation. Held, that an indebtedness of a corporation to one of its directors constitutes a debt due within the statute, and the extent of such indebtedness cannot be determined on the principle of mutual credits, but is fixed by the full amount of the debt due in its popular and ordi. nary legal sense. -Thacher v. King, (Mass.) 81 N. E. 648.
7. Pub. St. c. 106, §§ 62, 64, provide that, to render an officer of a corporation liable for its debts, judgment must be recovered against the corporation, and an execution returned thereon unsatisfied, after which any creditor may file a bill in equity for himself and all the other creditors against all the officers liable for the debts of the corporation. Held, that in such proceedings the judgment creditor, as well as other creditors, may prove any claims due on simple contract.-Thacher v. King, (Mass.) 31 N. E. 648.
Failure to file annual statement. 8. Under Laws 1875, c. 611, § 18, making the directors of a corporation created thereunder, which shall fail to file the annual report required thereby, liable for all the debts of the corporation then existing, or which shall be contracted before such report shall be made, it is essential to the liability of directors that their occupancy of that relation, the default in filing a report, and the debt of the corporation exist at the same time; and where the charter of a corporation expires after the making of an executory contract for work to be performed, and before performance thereof, the directors are not liable for the work because of failure to file a report for the last year of the corpora tion's existence, since there is no debt before the contract is performed, and at that time there is no corporation. 12 N. Y. S. 531, af firmed.-Gold v. Clyne, (N. Y. App.) 31 N. E.
9. Nor can the directors be held liable under section 38 of said chapter. declaring that
the dissolution of the corporation shall not take away or impair any remedy given against the corporation, its stockholders or officers, for any liability incurred prior to its dissolution, on the ground that the liability of the corporation is incurred when the contract is made, and exists at the time of its dissolution, although it does not become an existing debt until after the dissolution, when the work is finished, and that the default in filing a report then effectually exists. 12 N. Y. S. 531, affirmed.-Gold v. Clyne, (N. Y. App.) 31 N. E. 980.
10. Nor can the fact that a report is made and filed after the dissolution of the corporation and performance of the work raise, for the purpose of rendering the directors liable, the presumption that the life of the corporation was extended, under Laws 1875, c. 611, § 29, providing for such extension by the consent of by a certificate to be signed by such stockthe holders of two thirds of the stock, in and holders, etc.-Gold v. Clyne. (N. Y. App.) 31 N.
11. A resolution of a board of directors, authorizing the president and secretary of the corporation "to execute judgment notes, chattel mortgages, bills of sale, or other instruments in their judgment necessary to the financial interests of the company," gives them power to execute an assignment of book accounts to secure a debt. · Commercial Nat. Bank v. Burch, (I11. Sup.) 31 N. E. 420; Burch v. Kalamazoo Paper Co., Id. 40 Ill. App. 505, affirmed.
12. A judgment note of a corporation, executed by its president and secretary, is valid as a note where no attempt is made to confess judgment on it.-Matson v. Alley, (Ill. Sup.) 31 N. E. 419; Gould v. Superior Nickel Works, Id.
of supplying heat by the circulation of hot wa 13. A corporation organized for the purpose ter through pipes to be laid in the streets of a city, and connected by service pipes with the buildings to be heated, has power to mortgage its property, since it is not a public or quasi public corporation.-Evans v. Boston Heating Co., (Mass.) 31 N. E. 698; National Tube Works Co. v. Same, Id.; Hoar v. Same, Id.
14. Under Laws 1878, c. 163, providing that a association incorporated under Act Feb. 17, 1848, and its amendments, shall, as a condition precedent to the giving of a mortgage to secure a debt contracted by it in the course of its business, have the assent of two thirds of the owners of the capital stock, persons who have made no payments on their subscriptions, but are officers of the association, and persons who have made substantial payments either in cash or work, are stockholders for the purpose of giving their assent, though no certificates have been issued. 10 N. Y. S. 546, affirmed.-McComb v. Barcelona Apartment Ass'n, (N. Y. App.) 31 N. E. 613; Same v. Madrid Apartment Ass'n, Id. 622; Same v. Cordova Apartment Ass'n, Id.; Same v. Lisbon Apartment Ass'n, Id.
15. It being part of the arrangement under which the land was conveyed to incorporated associations that they should give mortgages to secure future advances for improvements thereon, and the mortgages and deeds being executed and delivered contemporaneously, the mortgages were not within the act of 1878, and did not require the assent of stockholders. 10 N. Y. S. 546, affirmed.-McComb v. Barcelona Apartment Ass'n, (N. Y. App.) 31 N. E. 613; Same v. Madrid Apartment Ass'n, Id. 622; Same v. Cordova Apartment Ass'n, Id.; Same v. Lisbon Apartment Ass'n, Id.
16. A vote by the stockholders, authorizing the directors to mortgage "any or all of the rights, estate, property, and franchises" of the corporation, gives them power to mortgage land of which the corporation has bought the fee since the passage of the vote, but in which it then had a leasehold interest, with an option to purchase the fee.-Evans v. Boston Heating Co., (Mass.
81 N. E. 698; National Tube Works Co. v. Same, | entitled to full-paid stock of the P. Ry. Co. 15 Id.; Hoar v. Same, Id.
17. A mortgage given by a corporation is not invalidated by the fact that the resolution therefor was adopted by the votes of persons owning the indebtedness intended to be secured, where it appears that such indebtedness was a valid and binding one, the greater part of it being already secured by mortgages, and that the rate of interest was reduced. 11 N. Y. S. 122, affirmed, without opinion-Rettenhouse v. Winch, (N. Y. App.) 81 N. E. 623.
18. The action of the trustees of a corporatien. who were its only stockholders, and the only persons interested therein, in selling to themselves in good faith property of the corporation, cannot be complained of by one who subsequently purchases stock with full information. 10 N. Y. S. 81, affirmed --Skinner v. Smith, (N. Y. App.) 31 N. E. 911.
19. It being for the best interests of a corporation that it discontinue business, it may do so, and mortgage its property to stockholders, to secure advances made by them. 10 N. Y. S. 81, affirmed.-Skinner v. Smith, (N. Y. App.) 31 N. E. 911.
N. Y. S. 193, affirmed.-Babcock v. Schuylkill &
L. V. R. Co., (N. Y. App.) 31 N. E, 30.
22. In such case, where no demand was made in the pleadings or otherwise for any less amount of stock of defendant corporation than an amount of full-paid stock in proportion to the shares held by plaintiff in the P. Ry. Co., a judgment for defendant will not be disturbed on the ground that plaintiff was, at least, entitled to stock to the extent of the 10 per cent. paid by him, or to some evidence of his right to that extent. 15 N. Y. S. 193, affirmed.-Babcock v. Schuylkill & L. V. R. Co., (N. Y. App.) 31 N. E. 30.
23. Certificates of stock issued by the president of a corporation on the authority of an executive committee appointed by the directors out of their number, but without having been authorized or ratified by the directors, confer no rights on one who is not a bona fide purchaser for full value. 10 N. Y. S. 748, affirmed.-Ryder v. Bushwick R. Co., (N. Y. App.) 81 N. E. 251. Stock subscriptions.
24. N., the owner of land standing in the name of C., his agent, for the purpose of having erected thereon eight apartment houses, incor porated eight apartment associations, of which he was president. The land was to be leased to the association, with the right to purchase. Part 20. N., the owner of land standing in the of the stock having been subscribed, N. comname of C., his agent, for the purpose of having menced building, and continued until the money from subscriptions and mortgages given by erected thereon eight apartment houses, incor- N. on the lots was exhausted. He then incorporated eight apartment associations, of which porated a building association, designed as a conhe was president. Part of the stock of the as-struction company to complete the buildings, and sociations having been subscribed for, he com- one M. subscribed to the stock on an agreement menced the erection of the buildings, and contin- with N. that his subscriptions should be refunded ued it until the money received from subscrip- to bim if he should so elect, and give notice tions and mortgages given by N. on the lots was thereof within 60 days after completion of build. exhausted. He then incorporated a building as- ing. The money so paid in being exhausted, and sociation, designed as a construction company to no further subscriptions made, and the buildings complete the buildings, and one M. subscribed being uncompleted, N. made arrangements with to stock of the building company. The money so M. to obtain advances on the notes of the buildpaid in being exhausted, and the buildings being ing company, to be secured by mortgages on each uncompleted, N. made arrangements with M. to of the lots, to be executed by C.; this agree make or obtain advances for completing the work ment also providing that M. should be repaid on the notes of the building company, to be se- his subscriptions if he should so elect. cured by mortgages on each of the lots, to be ex- stead, however, of the notes and mortgages beecuted by C. Instead, however, of the notes and ing thus given, the lands were conveyed to the mortgages being thus given, the lands were con- several apartment associations, and a note and veyed to the several apartment associations, and mortgage executed to M. by each of the associaa note and mortgage executed to M. by each of tions under agreements of the associations with the associations under agreements of the associ-N., C., M., and the building company, providations with N., C., M., and the building company, ing for the giving of such notes and mortgages in providing for the giving of such aotes and wort- place of those N. had agreed to have given, and gages in place of those N. had agreed to have for the carrying out of N.'s agreement with M.; given, and for the carrying out of N.'s agreement also providing that the stock of the associations with M. Held, that N., as president of the asso- remaining unsubscribed for should be issued to ciations, having commenced the building, and act- N. as full paid, for the benefit of the building ed with the knowledge and consent of its officers, company. Held that, the subscription of M. to and the building company also having been organ- the building company being conditional, and he ized, and having undertaken the completion of the having, by duly electing to have the amount of buildings with the knowledge and consent of the his subscriptions returned, terminated his interofficers of the associations, N. and the building ests in the building company, and with it all incompany must be treated as agents of the asso- terest of that company in the stock held in trust ciations; and, their actions having been ratified for it, the associations could not set off against and adopted by the associations in the five party their mortgage debts to M. the amount of their agreements, the obligations to M. became those stock which it was agreed should be issued to N. of the associations, and the security obtained by for the benefit of the building company.-McComb him is free from fraud.-McComb v. Barcelona v. Barcelona Apartment Ass'n, (N. Y. App.) 31 Apartment Ass'n, (N. Y. App.) 31 N. E. 613; N. E. 613; Same v. Madrid Apartment Ass'n, Id. Same v. Madrid Apartment Ass'n, Id. 622; Same 622; Same v. Cordova Apartment Ass'n, Id.; v. Cordova Apartment Ass'n, Id.; Same v. Lisbon Same v. Lisbon Apartment Ass'n. Id. Apartment Ass'n, Id. Members and stockholders.
21. After plaintiff had subscribed for stock in the P. Ry. Co., and paid 10 per cent. of his subscription, the company was consolidated with defendant, under an agreement by which the stockholders of the P. Ry. Co. were to receive consolidated in place of their original stock. Held, that plaintiff could not compel defendant to issue to him full-paid certificates of stock on account of his subscription to the P. Ry. Co. stock, where there was no proof that he had paid more than the 10 per cent. or that he was
25. A notice of a stockholders' meeting, which states the object to be "to consider the question of an issue of bonds of the company secured by a mortgage of its property," is sufficient to authorize the passage at such meeting of a vote authorizing the giving of a mortgage, under Pub. St. c. 106, § 23, providing that such meeting shall be one called for that purpose.-Evans v. Boston Heating Co., (Mass.) 31 N. E. 698; National Tube Works Co. v. Same, Id.; Hoar v. Same, Id.
26. The equities between the holders of stock by assignment and their assignors who are par
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