CONSTITUTIONAL LAW.
Admiralty jurisdiction of state courts, see "Ad- miralty."
Annexation by cities of other towns, see "Mu- nicipal Corporations," 3.
Imposition of license tax, see "Licenses." Obligation of contracts, power congress to forfeit land grant, see "Public Lands," 6. Qualification of voters, see "Elections and Vot- ers," 1.
Regulations as to public lands, see, also, "Public Lands," 1, 2.
Right of accused to confront witnesses, see "Criminal Law," 33.
Submission of questions to courts by governor and legislature, see "Courts," 1. Titles of acts, see "Statutes," 5, 6. Construction.
1. To warrant a state court in declaring void a provision of the state constitution as in conflict with the federal constitution, the con- flict must be very clear. - Romine v. State, (Wash.) 34 P. 924.
2. Const. art. 1, § 16, authorizing the tak- ing of lands for private ways of necessity, is not self-executing, and before a person can main- tain a proceeding to have land of a person, not his grantor, condemned for a private way of ne- cessity, the legislature must define what are to be private ways of necessity, authorize persons to apply for them, and prescribe the method by which the necessary land is to be taken.-Long v. Billings, (Wash.) 34 P. 936.
Delegation of legislative power.
3. The legislature has power to provide, in an act establishing law libraries, (Act March 31, 1891.) that counties shall come within or remain without the provision of the act, as the boards of supervisors of the respective counties may determine.-Board of Law Library Trus- tees v. Board Sup'rs Orange County, (Cal.) 34 P. 244.
To tribunals transacting county business.
Iers on the road commissioners, who were not a "tribunal transacting_county business." John- ston, J., dissenting.-Board Com'rs Wyandotte County v. Abbott, (Kan.) 34 P. 416. Judicial powers.
vacation, to take bail, and fix its amount, is 5. A law permitting the clerk of court, in clerk judicial power.-State v. Sureties of not unconstitutional, as conferring on said Krohne, (Wyo.) 34 P. 3.
Control by courts of executive depart- ment.
6. The execution of orders given by the president of the United States for the removal
of intruders from government land will not be interfered with by injunction, the courts having no jurisdiction over the executive department of the government.-Guthrie v. Hall, 34 P. 380, 1 Okl. 406.
Local and special laws.
7. The term "township" in Const. art. 5, § 25, forbidding special laws regulating county or "township" affairs, refers to an involuntary corporation, or quasi corporation, and not to a voluntary municipal corporation, such as incorporated town; and special legislation is not forbidden in respect to incorporated towns or cities, except in cases where a general law can be made applicable.-Town of Valverde v. Shattuck, (Colo. Sup.) 34 P. 947.
S. Act March 27, 1890, (Laws 1889-90, p. 131,) giving certain communities, which had pre- viously undertaken to incorporate as municipal corporations under an invalid law, the right to reincorporate under the statute without refer- ence to population, but solely by reason of their peculiar condition, is a special law, and void, under Const. art. 2, § 28, which prohibits the legislature from passing special laws "for grant- ing corporate powers and privileges," and ar- ticle 11, § 10, which provides that "corporations for municipal purposes shall not be created by special laws." -Town of Denver v. City of Spokane Falls, (W: 34 P. 926.
9. The provision of the act of 1889 which makes a street assessment prima facie evidence of the regularity of the proceeding is not a spe- cial or local law, within the constitutional pro- vision that the legislature shall not pass special or local laws regulating the practice of courts of justice.--McDonald v. Conniff, (Cal.) 34 P. 71.
10. The bank commissioners' act of March 30, 1878, providing for the examination, and, in certain cases, the winding up, of banks by com- missioners appointed for the purpose, is not a contravention of Const. art. 4, § 25, providing that the legislature shall not pass local or spe- cial laws granting to any corporation any spe- cial or exclusive right, privilege, or immunity. -People v. Superior Court, (Cal.) 34 P. 492. Retrospective laws.
11. Laws 1893, c. 109, concerning the sale and redemption of real estate, does not change or nullify any of the terms of a judgment duly rendered before the passage of the act directing the sale of an interest in land for the purpose stated in said judgment.-Greenwood v. But- ler, (Kan.) 34 P. 967; Moore v. Barstow, Id. 969.
12. It is within the power of the legislature to prescribe the mode of assessing property for taxation in a city of the third class, as neither the city nor the citizen has a vested right to Heilig v. City Council of Puyallup, (Wash.) 34 have property assessed in a particular way.--
4. Const. art. 2, § 21, provides that the legislature may confer upon tribunals transact- ing the county business of the several counties such powers of local legislation and adminis- tration as it shall deem expedient. Sess. Laws 1887, c. 214, requires the county commissioners, on petition of certain land owners, to order the improvement of any county road, and to ap- point road commissioners who shall superin- 13. Act N. M. T. 1889, §§ 1, 2. authoriz tend such improvement, and shall apportion the ing special verdicts, and declaring that when cost among the landowners within half a mile the special verdicts are inconsistent with the of the improvement. Held, that this act was general verdict the former shall control, is not unconstitutional in conferring legislative pow-in conflict with Const. Amend. U. S. art. 7.
which provides that the right of trial by jury police power of the legislature.-Woodward v. shall be preserved, and no fact tried by a jury Fruitvale Sanitary Dist., (Cal.) 34 P. 239. shall be otherwise re-examined in any court of Taxation-Exemption. the United States than according to the rules of the common law, since such provision applies to powers exercised by the government of the United States, and not to those of states and territories.-Walker v. New Mexico & S. P. R. Co., (N. M.) 34 P. 43.
14. Const. U. S. Amend. 7, providing that in suits at common law involving more than $20 the right of trial by jury shall be preserved, ap plies to territorial courts.-Bradford v. Terri- tory, (Okl.) 34 P. 66.
15. A proceeding by information in the na- ture of quo warranto is a suit at common law, within the meaning of Const. U. S. Amend. 7, providing for the right of trial by jury in such suits.-Bradford v. Territory, (Okl.) 34 P. 66.
16. St. Okl. c. 70, art. 18. § 22, providing that nine jurors may return a verdict, is in- valid, as in violation of Const. U. S. Amend. 7, providing for the preservation of the right of trial by jury.-Bradford v. Territory, (Okl.) 34
17. Act March 11, 1893, § 11, (Sess. Laws 1893, p. 284.) prohibiting the recording of a deed unless accompanied by a certificate of the treas- urer that all taxes levied, and which have be- come a charge on the property according to the books and records of his office, have been paid, is unconstitutional, as interfering with the right to acquire and dispose of property, and as taking property without due process or compen- sation.-State v. Moore, (Wash.) 34 P. 461.
Wash. 1883, p. 64,) known as the "Gross Ear 23. Act Wash. T. Nov. 28, 1883, (Lami ings Law," which provided (section 1) for the taxation of the gross earnings of railroad er porations, and exempted them from all other taxes, was not in conflict with Organie Act vided that "all taxes shall be equal and m Wash. T., (Rev. St. U. S. § 1924,) which pro- form, and no distinction shall be made in the assessments between different kinds of prop erty, but the assessments shall be according to did not prohibit the legislature from exempting the value of the property," since such provision the property of any person or corporation from taxation.-Columbia & P. S. R. Co. v. Chilberg, (Wash.) 34 P. 163.
18. A city charter giving power to improve streets at the expense of adjoining property is not unconstitutional, as depriving persons of property without due process of law, because See "Trusts," 7, 8. it does not expressly provide for notice to the property owners at any stage of the proceed- ings. Wilson v. City of Salem, (Or.) 34 P. 9; Id. 691.
19. Gen. St. c. 93, §§ 13, 14, as amended by Sess. Laws 1885, p. 304, and Sess. Laws 1891, p. 281, (known as "Railroad Stock-Killing Acts,") making railroad companies absolutely liable for stock killed, and arbitrarily fixing the amount to be paid, contravene the constitutional provisions for equal protection and due process of law. Railway Co. v. Vaughn, (Colo. App.) 34 P. 264, followed.-Rio Grande W. Ry. Co. v. Chamberlin, (Colo. App.) 34 P. 1113.
20. Gen. St. c. 93, §8 13, 14, as amended by Sess. Laws 1885, p. 304, and Sess. Laws 1891, p. 281, (known as "Railroad Stock-Killing Acts.") which fix the amount to be paid for certain kinds of animals by an arbitrary sched- ule of prices, and provide for the fixing of the value of other animals by appraisers without allowing proof of actual value, and which make the company absolutely liable, are un- constitutional, in that under them a railroad company may be denied the equal protection of the laws, and deprived of its property without due process of law. Wadsworth v. Railway Co.. (Colo. Sup.) 33 P. 515, and Railway Co. v. Outcalt, 31 P. 177, 2 Colo. App. 395, followed. Rio Grande Western Ry. Co. v. Vaughn, (Colo. App.) 34 P. 264.
Deprivation of liberty.
21. A statute permitting informations to be filed without preliminary examination, when- ever the prosecuting attorney is satisfied that a crime or offense has been committed in his county, is not invalid as an infringement of "due process of law."-State v. Sureties of Krohne, (Wyo.) 34 P. 3.
Violation of injunction, see "Injunction,” 10. See, also, "Certiorari," 3, 4. Procedure.
in disobeying an order requiring the person 1. A commitment for contempt of court committed to restore to the administrator of an estate in process of settlement money which be had obtained as attorney for such administra tor by false pretenses, is void, where the judg
show that he was in fact such attorney.-Ex ment on which the commitment issued fails to parte Carroll, (Cal.) 34 P. 518. Review on certiorari.
2. The finding that a publication was 82 unlawful interference with the proceedings of the court, within Code Civil Proc. § 1209, de fining contempts, is not conclusive on cer tiorari, where it appears that the publication could not possibly have had that effect.-In re Shortridge, (Cal.) 34 P. 227. Power to punish.
3. A judge of the circuit court has power to punish for contempt. Laws 1891, c. 83, § 5. In re Wolf, (Kan.) 34 P. 1048.
4. Where defendant was adjudged to have certain property of plaintiff. and was ordered to appear on a certain day in the same term and restore it, but failed to do so, and after a further continuance was found guilty of co tempt, the court still had jurisdiction over the case, for the purpose of punishing defendant- In re Wolf, (Kan.) 34 P. 1048.
Of election, see "Elections and Voters," & Of wills, see "Wills," 6-9.
22. Act March 31, 1891, (St. 1891, p. 223,) authorizing the organization and creation of sanitary districts throughout the state, and em- powering such districts to issue bonds for the construction of sewers and drains, is within the Discretion of trial court, see "Appeal," 71
also, “Arbitration and Award;" "Assign- -nt for Benefit of Creditors;" "Bonds;" arriers;" "Chattel Mortgages;" "Deed;" actors and Brokers;" "Frauds, Statute of" raudulent Conveyances;" "Insurance;" nterest;" "Landlord and Tenant;" "Master d Servant;" "Mortgages;" "Negotiable In- -uments;" "Partnership;" "Pledge;" "Prin- al and Agent;" "Principal and Surety;" ale:" "Specific Performance;" "Vendor and rchaser.'
promise as consideration, see "Compro- se."
mages for breach, see "Damages," 4, 5. ng blanks in deeds, see "Deed."
erecting building, see "Mechanics' Liens,"
public improvements, see "Municipal Cor- rations," 34, 35.
Danks, see "Banks and Banking," 5. ities, see "Municipal Corporations," 19. corporations, see "Corporations," 8-19. Counties, see "Counties," 7, 8.
er of receiver to make, see "Receivers," 5. ormation, see "Equity," 3, 4. ission, see "Vendor and Purchaser," 9-11. in equity, see "Equity," 5-9. bal land contract under civil law, see "Ven- r and Purchaser," 1.
cire and severable contracts.
1. Though, under Civil Code, § 1624, a ol contract employing a broker to sell land valid, a broker employed to sell or exchange 1, and the personalty thereon, under an eement for a commission of 5 per cent. on price, may, on bringing about an exchange, ver 5 per cent. on a separate valuation ed on the personalty by the principal, though he exchange, as between the parties thereto, e may have been no division of the consid- ion, as the contract, in such case, is divis- and that part as to the land is not un- ful, but merely incapable of enforcement.- ter v. Fisher, (Cal.) 34 P. 700.
2. It is immaterial whether the separate iation was placed on the personal property the principal before or after the exchange, to whom he made the statement as to the iation, since it is an admission that the per- al property was exchanged at such valua- so that its price can be separated from gross sum involved in the exchange. ter v. Fisher, (Cal.) 34 P. 700.
3. A contract for the sale of lands by the e recited that, in consideration of $1.25 acre, the state agreed to convey certain de- bed lands consisting of 160 acres, in dif- nt tracts, which were separately describ- and that, in consideration thereof, the y of the second part, having theretofore 25 cents per acre, agreed to pay in 25 rs the balance of "one dollar per acre, i. e. sum of $160," with interest thereon. 1, that the contract was not a divisible so as to allow the purchaser to pay the ince due on some of the tracts, and so ac- e title thereto, and to refuse to pay on and eit the others.-State v. Jones, (Nev.) 34 450.
4. A contract to repair an old building and d an addition, the old part to be turned id, stipulated a certain sum for the whole k, to be paid as follows: "Old part placed in tion, $200; foundation in and frame up, D; inclosed, and roof on, chimneys up, and building completed according to agreement specifications, $300." Held that, the work the new part not being in condition to en- the contractor to the third installment, en the building was destroyed by fire, no re- ery on such installment could be had for k on the old part, though that was substan- ly completed, the contract being an entirety. lark v. Collier, (Cal.) 34 P. 677.
5. The assignment of an insurance policy constitutes no consideration for an agreement then made by the assignee, where a mortgage theretofore given by the assignor to the assignee had provided for the obtaining of the policy on the mortgaged property, and the assignment thereof as further security.-Lewis v. McReavy, (Wash.) 34 P. 832. Public policy.
6. An agreement to stifle a prosecution, or to withhold testimony therein, is absolutely void, and no recovery can be had on a promis- sory note given in consideration of such an agreement.-Friend v. Miller, (Kan.) 34 P.
7. C. and S., who were interested in a mining company, executed contracts whereby, in consideration of $16,750 given by S. to C., it was provided that they should be equal own- ers in the stock and bonds. It was also agreed that S. should be equally liable with C. on an agreement entered into with bondholders of the company, and for expenses in conducting the company; and it was further agreed that so much of the stock of another company owned by them should be sold as would amount to the price paid for the mining property by C., together with the cash outlays by S.; that this should be turned over to S., and from it he should pay to C. $3,000 paid by him on the price, and pay two notes of $5,000 each, exe cuted by C. and indorsed by S., for the bal- ance of the price of the property. $16,750 was to be retained by S. as repayment to him of moneys advanced to C., and, in case money was not obtained from the stock to pay the $3,000 to C. and the notes, S. should be releas- ed from payment of the $3,000, and S. and C. should be jointly liable for the notes. Held, that C. was not personally liable for repayment of the $16,750.-Jones v. Sutton, (Colo. Sup.) 34 P. 989.
8. Plaintiffs agreed to clear, plat, and sell land for defendants, delivering to them all re- ceipts on sales, except $10 commission on each lot sold, with a stipulation that, when a cer- tain amount of cash was collected from sales, the land then unsold and the notes unpaid should be transferred to plaintiffs, and that if defendants did not receive $2,000 in six months they might annul the contract, in which case the $10 commission on each lot should be full compensation for plaintiffs' services. It was further agreed that if defendants should be evicted, as a result of a suit then pending, they should pay plaintiffs $40 per acre for clearing the land, and the contract should be void. Held, that on the eviction of defendants, as a result of such pending suit, plaintiffs could not re- cover moneys expended by them in surveying the land.-Bartholomew v. Aumack, (Or.) 34 P. 817.
9. Plaintiffs were. however, in such case, entitled to recover $540, which they paid in or- der to complete the amount of $2,000 necessary to prevent the forfeiture of the contract at the end of six months.-Bartholomew v. Aumack, (Or.) 34 P. 817.
10. Plaintiff and defendant, two water com- panies,-the latter owning a water supply con- ducted to the limits of a city; the former own- ing a system of pipes for conducting it through the city, made a contract by which defend- ant's water was to be distributed through plain- tiff's pipes; the proceeds, after deducting oper- ating expenses, including necessary extensions of the pipes, to be divided between them; the question of what were necessary operating ex- penses to be determined by the presidents of the companies, who were to be trustees of the properties. Held that, under this contract, plaintiff had no right to lease its property, and sell to the lessee a certain amount of defend- ant's water for a gross sum, with provision
that, if extensions of plaintiff's pipes were nec- | funds in such bank as would agree to pay the essay, the lessee could require plaintiff to put highest rate of interest, appointed defend them in, plaintiff to be allowed for the amount bank the city depository for the ensuing er 1 so expended 6 per cent. interest, and 3 per and deposited the city funds therewith. Bef cent. per annum on the cost for deterioration the expiration of the year, the state sacer of the extension,-and, plaintiff insisting on its court decided that said section of the clame rights under this lease, defendant could refuse was void, and thereupon plaintif with to furnish water.-San Diego Water Co. v. from defendant the amount deposited by z San Diego Flume Co., (Cal.) 34 P. 656. Held, in an action for the interest accrued a such deposit, that since, under the preras Performance. cision, the contract for the payment of Le 11. Plaintiff agreed to sell defendants certain est was void, and the making of it constitzet stock, and defendants agreed to take it, and pay a felony, plaintiff could not recover there plaintiff a specified amount therefor; such pay--City of Los Angeles v. City Bank, (Call) & ments to be made "as soon and fast as they were able, financially, to do so, without sacrifi- cing their interests in, or the property of," such company. Held, that defendants were bound to perform such contract within such time as was reasonable for the disposition of their prop erty.-Fisher v. Chadwick, (Wyo.) 34 P. 899; Chadwick v. Hopkins, Id.
12. One who contracts to build a house, the last installment of the cost to be paid him "on completion of the work," cannot claim such installment if the house was destroyed by fire before the second coat of paint was on the house, all the doors hung, the fastenings put on the front doors and windows, or the build- ing delivered to the owner.-Clark v. Collier, (Cal.) 34 P. 677.
13. Defendant, the proprietor of an inn and theater, employed plaintiff to work in the the- ater, and advanced her traveling expenses. She boarded at his inn and remained in his employ until his wife, who had charge of the girls at the theater, assaulted her, and threatened her life, so that she was afraid to remain. When she left there was more due her as salary than she owed for board, but defendant attempted to apply her salary on the debt for the money advanced her, and for her board seized her trunk, so that she was unable to accept another position offered her. Held that, under the agree ment, it was intended that plaintiff should re- pay the money advanced by work, and as de- fendant failed to furnish her proper protection from her coemployes, and by seizing her trunk rendered her unable to obtain other employ- ment, he cannot deny that the debt was fully paid.-Hanlin v. Walters, (Colo. App.) 34 P.
Actions on contracts-Pleading.
18. The act of God rendering performan impossible, if relied on as a defense, RYS pleaded.-Pengra v. Wheeler, (Or.) 34 P. 354 19. As Civil Code, § 1614, provides that a written instrument is presumptive evidence f a consideration, a special averment of a ec sideration is not necessary, where the ec- plaint in an action on a contract states that it is in writing; and it is immaterial that the contract is set out according to its legal e fect only, and not in haec verba. — Henke r Eureka Endowment Ass'n of California, (Ca! 34 P. 1089.
20. Defendant agreed to transfer to pla tiffs certain mining stock in exchange for stars of another company and $25,000 in cash, 15. guarantied an annual dividend of 3 per cent the mining stock. The cash payment was to le deposited with a trust company until the the to certain property was perfected in the ch company. Defendant failed to pay the In dends, and, in an action therefor, plaintifs a leged the exchange of stock, and the depest of allege that defendant received the cash fr the cash with the trust company, but did not such company. Held, that the complaint fai (Colo. Sup.) 34 P. 728. to show a cause of action. -Jones v. Pet
Action to rescind-Judgment for dam- ages.
rescind the contract it appeared that defendant 21. In an action by the vendees of land to agreed to pipe water to the land, which f failed to do; that plaintiffs agreed to clear and 14. Where a lease of water power provided seven months, and the balance within a year plant to fruit trees one-half the land with that, in case the dam and race controlling the thereafter; and that they carried out uch power were injured by high water, the lessor agreement. Held, that if such action was tre should repair them within 10 days after the wa- as an action to rescind, and not as an get ter had fallen to its average winter stage, the for damages, a judgment in plaintiff's favor lessor would be excused from the making of re- for the cost of such improvements, and rescind pairs within the required 10 days after the waing the sale, could not stand.-Fountain v. Sea ter had fallen to the average winter stage, if itropic Land & Water Co., (Cal.) 34 P. 497. it rose again so as to make impossible the com- pletion of the work in the time agreed.-Pengra v. Wheeler, (Or.) 34 P. 354.
15. Where plaintiff, in an action for breach
of contract, must show performance on his part See "Negligence,” 4–7. before he can recover, nonperformance by him cannot be excused on the ground that it was caused by the act of God; and Civil Code, § 1511, providing that want of performance is See "Trover and Conversion." excused "when it is prevented or delayed by ir- resistible superhuman cause," does not apply to such cases.-Remy v. Olds, (Cal.) 34 P. 216.
16. Where, under a contract with defendant, plaintiffs were to commence the work therein provided for on a specified date, and failed to do so, it was competent for them to show that, though defendant notified them at that date that it had arranged for them to commence, it failed to make the arrangements; such evi- dence being offered, not to change the terms of the contract, but to show the reason of their Loncompliance therewith.-Texas, S. F. & N. Ry. Co. v. Saxton, (N. M.) 34 P. 532.
17. Plaintiff, the city of Los Angeles, in pur- suance of section 44 of its charter, (Act Jan. 31, 1889,) authorizing the deposit of the city
See "Chattel Mortgages;" "Deed;" "Fraudulent Conveyances;" "Mortgages;" "Sale;" "Ter dor and Purchaser."
CORPORATIONS.
See, also, "Banks and Banking;" "Carriers:" "Insurance;" "Irrigation;" "Municipal Cor porations;" "Railroad Companies." Action against stockholder, see "Limitation of Actions," 2.
Special laws, see "Constitutional Law," 7–10. Usurpation of corporate franchise. see "Que Warranto."
Amending articles or certificate of in corporation.
its business, will be held responsible for his acts in its name, unless it affirmatively shows that such acts were unauthorized.-Carrigan v. Port Crescent Imp. Co., (Wash.) 34 P. 148.
1. A change of the laws of a mutual ben- efit association in regard to the payment of ben- efit certificates is not an amendment of its cer- tificate of incorporation or articles of associa- tion, within the meaning of Civil Code, § 362, providing the method for making such amendment, ments.-Bowie v. Grand Lodge of Legion of the West, (Cal.) 34 P. 103.
Who may question corporate powers. 2. Even though a corporation claiming title to land may not have had the right to acquire and hold the same, the question cannot be raised by a stranger asserting an unwarranted claim of ownership. Per Harwood, J.-Butte Hardware Co. v. Schwab, (Mont.) 34 P. 24. Corporations de facto.
3. The mere fact that the owners of a mine use a corporate name does not make a corporation de facto, where no corporate act is performed, and no steps have been taken to incorporate. Bash v. Culver Gold-Min. Co., (Wash.) 34 P. 462.
Corporate existence.
4. Proof of a defendant's incorporation is unnecessary where it has appeared to a suit, and therefore the admission of parol evidence of its incorporation, though incompetent, is harmless error.-A. Gauthier Decorating Co. v. Ham, (Colo. App.) 34 P. 484.
5. Under Code Proc. § 194, subd. 1, which requires the answer to contain a general or spe- cific denial of each material allegation of the complaint controverted by defendant, such de- nials put plaintiff to his proof as to every alle gation material to his cause of action; and hence a general denial in an answer is sufficient to require plaintiff to prove its corporate char- acter alleged in the complaint.-Town of Den- ver v. City of Spokane Falls, (Wash.) 34 P.
6. The fact that the owners of a mine used the name C. Gold-Mining Co. before any legal steps were taken by them to form a corpora- tion does not estop the corporation, when legal- ly organized, from denying its prior existence. -Bash v. Culver Gold-Min. Co., (Wash.) 34 P. 462.
7. The maker of a note is estopped from denying that the payee is or was a corporation, by his having dealt with it as such, and re- ceived the consideration of the note.-Bank of Shasta v. Boyd, (Cal.) 34 P. 337.
the fulfillment of contracts between its pro- 12. A mining corporation is not liable for moters, or for money expended by them in the original purchase of the mine and its develop. unless a contract to be responsible is clearly proved.-Bash v. Culver Gold-Min. Co., (Wash.) 34 P. 462.
13. A president of a corporation went to one holding a note against it, and, after telling him that he had the money to pay the note, and after the creditor had produced the note, he told the creditor that he needed the money, and he would give his stock in the corporation as security if he could keep it. The creditor decided that he did not want the stock, but said that it could stand as it was, and the president could pay it to him in a few months. The president used the money for his own pur- poses. Held, that the indebtedness of the cor- poration was thereby liquidated, so that an un- authorized note, given in renewal, was without consideration, and the corporation was not es- topped to deny its validity.-Edwards v. Carson Water Co., (Ñev.) 34 P. 381.
14. Where the power to authorize the exe- cution of notes for a corporation rests in the board of trustees, a note executed by the presi- dent and secretary without a resolution of the board is not authorized, though they constitute a majority of the board.-Edwards v. Carson Water Co., (Nev.) 34 P. 381.
15. A railroad company employing an attor- ney to perform services connected with the construction of a connecting line, which it con- templates operating as an extension of its road, is liable for his services, and cannot defeat an action for the value thereof on the ground that its general officers had no power to bind the corporation for such services.-St. Louis & S. F. R. Co. v. Kirkpatrick, (Kan.) 34 P. 400.
16. So long as a corporation is a "going cor- poration," engaged in the conduct of the busi- ness for which it was organized, and not known or believed to be insolvent by its officers and managers, with assets exceeding its liabilities by many thousand dollars, it is not in such a state of insolvency as will preclude its execut- ing a mortgage on its property in good faith to secure a debt of the corporation, though its directors are security for the debt.-Sabin v. Co- lumbia River Lumber & Fuel Co., (Or.) 34 P.
With officers and stockholders— Ratification.
17. A corporation authorized its president 8. In an action on a note purporting to to execute a mortgage to secure a loan, at a have been made by defendant corporation, rate of interest and for a length of time speci- where it appears that all the business of de-fied. The mortgage executed by him was for fendant, including the making of numerous a shorter period than authorized, and provided similar notes, had for a long time been trans- acted by its president and secretary, who exe- cuted the note, and that their actions had al ways been informally ratified by paying the notes, and otherwise, defendant is estopped to deny the authority of such officers to execute the note.-Duggan v. Pacific Boom Co., (Wash.) 34 F. 157.
9. Where a creditor of a corporation per- mits the president to retain for his own use the money he has brought with which to pay ff the note, the note being allowed to stand, the president, in giving a note of the corpora- tion in renewal, acts for himself, and not for the corporation.-Edwards v. Carson Water Co., (Nev.) 34 P. 381.
10. The grantee of grantees of a corpora- tion, in a suit by the latter to quiet title, can- not claim that it had no power to acquire and hold land, as any title he may have is derived from it. Fer De Witt, J.-Butte Hardware Co. v. Schwab, (Mont.) 34 P. 24.
11. A corporation which names one as man- ager, and allows him as such to largely control
that the interest should be paid monthly, that a failure to pay interest when due rendered the principal due, and that the mortgagees should recover attorney's fees in case of foreclosure. These conditions were not authorized, but the company accepted the money and used it for the purposes intended, and paid the interest on the mortgage monthly for four months. Held that, in an action to foreclose the mortgage for default in interest, the corporation and its as- signee were estopped from denying the author- ity of the president to execute it.-Gribble v. Columbus Brewing Co., (Cal.) 34 P. 527.
18. Where the power to authorize the exe cution of notes for a corporation rests in the board of trustees, the trustees cannot be heid to have ratified the act of the president and secretary, who had executed a note for the corporation, by reason of the knowledge of a majority thereof, acquired while acting as pres- ident and secretary.-Edwards v. Carson Water Co., (Nev.) 34 P. 381.
19. The fact that the secretary made out a statement of the debts of the corporation in
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