(F) Compensation.

§ 232. A building contractor held entitled to recover extra compensation.-Creamery Package Mfg. Co. v. Russell (Vt.) 718.

IV. RESCISSION AND ABANDON-
MENT.

Cancellation of written contracts in equity, see
Cancellation of Instruments.
Rescission of contract of infant, see Infants,

58.

Rescission of contract of sale, see Sales, § 127; Vendor and Purchaser, § 123.

$270. What is a reasonable time within which to rescind a contract depends upon the circumstances.-Hotchkiss v. Bon Air Coal & Iron Co. (Me.) 1108.

§ 271. A party desiring to rescind a contract on the ground of fraud or mistake held required to act at once on the discovery of the facts.Latrobe v. Dietrich (Md.) 983.

§ 271. An innocent party to a contract induced to enter into it on the fraud of the other

party held entitled to elect to acquiesce in the contract or to avoid it.-Latrobe v. Dietrich (Md.) 983.

V. PERFORMANCE OR BREACH. Enforcement of specific performance, see Specific Performance.

Liquidated damages and penalties for breach, see Damages, §§ 77-85.

Time of performance as affecting application of statute of frauds, see Frauds, Statute of, §§ 45-49.

Particular classes of contracts. See Mortgages, § 298.

Conditions in bonds of liquor dealers, see Intoxicating Liquors, § 86. Conditions in insurance policies, see Insurance, $$ 310-336, 723.

Sales, see Sales, § 178; Vendor and Purchaser, § 129.

§ 284. In an action for the contract price of certain painting, defendant held entitled to a nonsuit for plaintiff's failure to show procurement of an architect's certificate or acceptance of the work.-Schweitzer v. St. Leo's Catholic Church of Irvington (N. J. Sup.) 400.

$305. Insufficient performance of a contract may be waived, and, when waived, is unavailable as a defense to the contract.-Jenness v. Simpson (Vt.) 886.

§ 309. That one party was unable to perform his contract by forces beyond his control does not relieve him from the obligation thereof, unless it be so stipulated in the contract.Oakland Electric Co. v. Union Gas & Electric Co. (Me.) 288.

§ 316. Certain conduct of a city held not to preclude it from collecting liquidated damages stipulated in a contract between it and a railway company upon default of the company in completing a railway according to its agreement.-City of York v. York Rys. Co. (Pa.) 128.

of the contract, has been performed or waived. Russell v. Oxford County Patrons of Husbaudry Mut. Fire Ins. Co. (Me.) 459.

$322. Payment on account of the contract price of certain painting is not necessarily evidence of the acceptance of the work.-Schweitzer v. St. Leo's Catholic Church of Irvington (N. J. Sup.) 400.

$322. Burden of proof held to be upon a railway company to show that matter relied upon as excuse for failure to comply with its contract with a city actually contributed to its failure. City of York v. York Rys. Co. (Pa.) 128.

VI. ACTIONS FOR BREACH.

Actions of assumpsit, see Assumpsit, Action of.
Damages, liquidated damages and penalties, see
Damages, 88 77-85.
Distinguished from action on tort, see Action,
$ 27.

Equity jurisdiction of suit on contract between husband and wife, see Husband and Wife, § 205.

Hearsay, see Evidence, § 317.

Parol or extrinsic evidence to construe and apply language of written contract, see Evidence, $ 455-458.

Parol or extrinsic evidence to contradict or vary written contract, see Evidence, §§ 397-418. Parol or extrinsic evidence to show invalidity of contract, see Evidence, § 433. Separate or subsequent oral agreement affecting written contract, see Evidence, § 441.

§ 328. One who seeks to take the benefit of a contract made by a third person in his behalf must take it subject to all legal defenses, and the third person's fraud in procuring the contract is his fraud.-Jenness v. Simpson (Vt.) 888.

$328. In an action by a husband for the alienation of the affections of his wife and for debauching her, proof of a conversation between husband and wife in the absence of defendant held admissible on issue as to contract releasing defendant.-Jenness v. Simpson (Vt.) 886.

§ 328. One who seeks to take the benefit of a contract made by a third person is affected by unperformed conditions required by the contract to be performed by the third person, and he is bound by the conditions.-Jenness v. Simpson (Vt.) 886.

cancellation on a specified condition has been $ 352. Whether a contract providing for its duly canceled is a question of law.-Commercial Realty & Construction Co. v. Dorsey (Md.) 1099. CONTRADICTION.

Of witness, see Witnesses, § 405.

CONTRIBUTORY NEGLIGENCE.

See Negligence, §§ 93, 113, 122.

CONTROVERSY.

Want of actual controversy ground for denying mandamus, see Mandamus, § 16. CONVERSION.

§ 321. Forfeitures are not encouraged.Voightmann v. Wilmington Trust Bldg. Corporation (Del. Super.) 920.

Trover and Conversion.

CONVEYANCES.

Application of statute of frauds, see Frauds, Statute of, § 72.

Conditions in will against alienation, see Wills, § 658.

Contracts to convey, see Vendor and Purchaser. Description of boundaries, see Boundaries. Effect on right to award in condemnation proceedings, see Eminent Domain, § 153. Estoppel by deed, see Estoppel, § 22. Parol or extrinsic evidence to construe and apply language of instrument, see Evidence, 88 452-458.

Payment of consideration for conveyance to another as creating resulting trust, see Trusts, $$ 76-89.

Reformation, see Reformation of Instruments, § 47.

Banks, see Banks and Banking.
Benefit societies, see Beneficial Associations.
Charitable societies, see Charities, § 45.
Electric companies, see Electricity, § 4.
Insurance companies, see Insurance.
Mutual benefit insurance associations, see In-
surance, §§ 723-745.

Street railroad companies, see Street Railroads. Water companies, see Waters and Water Courses, §§ 185-203.

I. INCORPORATION AND ORGAN

IZATION.

Grant of exclusive privileges, see Constitutional Law, § 205.

Of religious societies, see Religious Societies, § 4.

sons.

See Husband and Wife, § 14.
Devisees, see Wills, § 740.
Married women, see Husband and Wife, §§ 183-
185.

Purchasers at tax sales, see Taxation, §§ 748789.

Wife, as bar to dower, see Dower, § 49. Conveyances of particular species of, or estates or interests in, property.

See Easements, §§ 12-14, 42; Homestead, §§ 111-118; Mines and Minerals, §§ 54, 55. Married women's separate property, see Husband and Wife, §§ 183-185. Personal property, in general, Mortgages; Sales.

see

Chattel

Mortga

Real property in general, see Deeds; ges; Vendor and Purchaser. Water rights, see Waters and Water Courses, § 156.

Particular classes of conveyances. See Assignments; Chattel Mortgages; Deeds; Mortgages.

Tax deeds, see Taxation, §§ 748-789.

CONVICTION.

Of violation of liquor laws as affecting eligibility for license, see Intoxicating Liquors, § 58.

CONVICTS.

Nature and extent of punishment, see Criminal Law, §§ 1213, 1214.

COOKS.

§ 30. A bill lies by stockholders and the repromoters and the corporation to recover, in its name, secret profits made by the promoters. -Arnold v. Searing (N. J. Ch.) 762.

30. A corporate promoter held for secret profits made in stock and bonds of the corporation held not entitled to credit for stock and bonds voluntarily surrendered to save the corporation from insolvency.-Arnold v. Searing (N. J. Ch.) 762.

$30. A corporate promoter occupies a fiduciary relation to the company, though he is not, strictly speaking, its agent or trustee beCh.) 762. fore incorporation.-Arnold v. Searing (N. J.

§ 30. A corporation cannot be held to have consented to profits derived by its promoters. where the promoters dominated the board of directors.-Arnold v. Searing (N. J. Ch.) 762.

$30. A corporation's promoters are accountable to it for moneys secretly obtained by them from it.-Arnold v. Searing (N. J. Ch.) 762.

$30. Corporate promoters must provide an independent and impartial board of directors.Arnold v. Searing (N. J. Ch.) 762.

to

$30. Corporate promoters were bound disclose to prospective shareholders any profit they were to make out of the transaction.— Arnold v. Searing (N. J. Ch.) 762:

§ 30. Defendants held promoters of a corporation, as affecting their liability to stockholders thereof on account of undisclosed profits.Arnold v. Searing (N. J. Ch.) 762.

$30. Liability of corporate promoters for secret profits received stated.-Arnold v. Searing (N. J. Ch.) 762.

§ 30. Promoters of a corporation held for stock profits.-Arnold v. Searing (N. J. Ch.) 762.

$ 30. Rights of subscribers to a syndicate organized by promoters of a corporation to take over the stock of another corporation, as against the promoters, stated.-Arnold v. Searing (N. J. Ch.) 762.

§ 30. "Secret profits" which promoters are prohibited to make defined.-Arnold v. Searing (N. J. Ch.) 762.

by promoters of a corporation to take over the § 30. Subscribers to a syndicate organized able with notice that the promoters would derive stock of another corporation held not chargethe stock issue as compensation for their serv20 per cent. of a bond issue and 60 per cent. of ices.-Arnold v. Searing (N. J. Ch.) 762.

II. CORPORATE EXISTENCE AND

FRANCHISE.

Amendment or alteration of charter as impairing obligation of contract, see Constitutional Law, § 126.

Judicial power to determine validity of legislative alteration, revocation, or annulment of charter, see Constitutional Law, § 70. Of electric companies, see Electricity, § 4. Of water companies, see Waters and Water Courses, § 188.

III. CORPORATE NAME, SEAL, DOMICILE, BY-LAWS, AND RECORDS.

(D) Transfer of Shares.

Gift of stock, see Gifts, § 29.

§ 116. Buyers of stock in a manufacturing company held not entitled to have their purchase set aside on the ground that the plant of the company was not worth as much as they had agreed to pay.-Latrobe v. Dietrich (Md.) 983.

$49. Plaintiff corporation held entitled to restrain defendant from using the words "Daughters of Isabella" in connection with the prosecution of a similar business in Connecticut.-Daughters of Isabella No. 1 v. National Order of Daughters of Isabella (Conn.) 333.

IV. CAPITAL, STOCK, AND DIVIDENDS.

Of national banks, see Banks and Banking, § 241. Recovery of shares of stock in trover, see Trover and Conversion, § 2.

(A) Nature and Amount of Capital and Shares.

65. Shares of corporate stock are choses in action or in the nature of choses in action, and the certificates therefor are the evidence representing such choses in action.-Talbot v. Talbot (R. I.) 535.

(C) Issue of Certificates.

§ 94. Shares of corporate stock are choses in action or in the nature of choses in action; and the certificates therefor are the evidence representing such choses in action.-Talbot v. Talbot (R. I.) 535.

$99. A corporation held without authority to issue preferred stock for sale at 70 cents on the dollar.-Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

99. A corporation held not entitled to issue bonds to a reorganization committee, in the absence of evidence showing a loan by the committee to the corporation.-Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

$99. A domestic corporation seeking to justify the issue of stock to its reorganization committee to pay a debt due by it to the committee held required, as against an objecting stockholder, to show that it owes a debt to the committee.-Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

§ 99.,In a suit by a stockholder to restrain the corporation from issuing stock and selling the same at less than par, evidence held not to justify a finding that the reorganization committee was a creditor of the corporation.-Car ver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

§ 99. Under a statute requiring that stock shall be fully paid for either in property or cash, a domestic corporation may not issue debentures for sale at 93, with the privilege of the_holders to convert them into preferred stock at 70.-Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

§ 104. Stockholders and receivers of a corporation, no creditors appearing, are estopped from asserting invalidity of stock issued to all subscribers as a bonus.—Arnold v. Searing (N. J. Ch.) 762.

§ 116. The failure of sellers of stock in a manufacturing company to disclose a fact held not to amount to a suppression of material information sufficient to justify the setting aside of the purchase.-Latrobe v. Dietrich (Md.) 983. § 125. A transfer of ownership of certifi cates of stock in a corporation may be made by delivery of unindorsed certificates together with specific assignments.-Talbot v. Talbot (R. I.) 535.

(E) Interest, Dividends, and New Stock.

§ 156. A contract by which another corporation sold defendant corporation its property in consideration of the issuance of preferred stock, to the selling corporation, the amendment of defendant's certificate of incorporation to authorize it to issue such stock and the provisions of the certificates issued when considered as a contract, held not to require defendant to establish a sinking fund out of which to pay the par value of such preferred stock to the holders thereof upon dissolution of defendant corporation. Mellon v. Mississippi Wire Glass Co. (N. J. Ch.) 710.

§ 156. A corporation held not subject to be compelled at the suit of preferred stockholders, pay the par value of the preferred stock on disto establish a sinking fund out of which to solution of the corporation, to which the stockholders were entitled under their certificates, on the ground that when the patents expired in which most of the capital stock of the corporation was invested, there would be no property out of which to pay the par value of such stock. -Mellon v. Mississippi Wire Glass Co. (N. J. Ch.) 710.

V. MEMBERS AND STOCKHOLDERS. Members of beneficial associations in general, see Beneficial Associations, § 7. Stockholders of banks, see Banks and Banking, $ 49.

(A) Rights and Liabilities as to Corporation. Intervention in action by minority stockholders, see Parties, § 42.

§ 181. Corporation Act (P. L. 1896, p. 292) § 44, relating to books of corporation, construed. -National Packing Co. v. Garven (N. J.) 703.

§ 189. A holder of a small amount of stock in a corporation held entitled to sue the corporation to enjoin it from issuing preferred stock for sale at less than par.-Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

§ 189. Where, pending a suit by a stockholder to enjoin the corporation from issuing preferred stock for sale at less than par, other stockholders appeared without objection as parties complainant, the court could grant the relief, though the original complainant was not a bona fide complainant.--Carver v. Southern Iron & Steel Co. (N. J. Ch.) 240.

(D) Liability for Corporate Debts and Acts. Stockholders of banks, see Banks and Banking, § 49.

VI. OFFICERS AND AGENTS. (C) Rights, Duties, and Liabilities as to Corporation and Its Members.

§ 482. A lien given by a mortgage on the property of a traction company to secure bonds for the amount due as interest held superior to the lien of the principal.-West End Trust Co.

LIABILITIES.

Delegation of power of eminent domain, to private corporations, see Eminent Domain, § 10. Of banks, see Banks and Banking, §§ 119-142.

(A) Extent and Exercise of Powers in General.

Supervision of street railroads, see Street Railroads, §§ 9, 12.

$370. The limitations of the implied powers of a corporation stated.-S. O. & C. Co. v. Ansonia Water Co. (Conn.) 432.

§ 482. Under the circumstances, held. that a sale of the property of a traction company under a mortgage securing bonds should be regarded as having been made by the trustee, though actually made by the court, so that the proceeds thereof in his hands should be subject to a preferential lien for payment of interest as contemplated by the mortgage.-West End Co. v. Wetherill (N. J.) 756.

§ 482. Unless a creditor is misled or induced to change his position to his injury by the failure of the holder of a part of an issue of coupon bonds secured by a mortgage to present the coupons for payment of interest when due, such holder owes no duty to the holders of the remaining bonds to do so, and his failure to do so. as to them, does not estop him from afterwards doing so.-West End Trust Co. v. Wetherill (N. J.) 756.

(E) Torts.

$370. Public grants of power to corporations are to be strictly construed, and whatever is not plainly granted, must be taken to have been withheld.-Somerville Water Co. v. Borough of Somerville (N. J. Ch.) 793.

$ 374. A corporation may bind itself by a contract incident to those things which the Legislature has authorized in the corporation's charter, unless expressly prohibited.-State v. Clement Nat. Bank (Vt.) 944.

§ 389. The purpose stated in the charter of a corporation indicates the purpose for which the corporation is created, and the burden is upon those who challenged the primary purpose stated, to show that it is something different.Commonwealth v. Filbert Paving & Construction Co. (Pa.) 104.

(B) Representation of Corporation by Of

ficers and Agents.

Employment of physician by street railway conductor, see Street Railroads, § 16.

§ 406. A corporation held not bound by unauthorized agreement made by its president. Thomson v. Central Pass. Ry. Co. (N. J.) 152.

(C) Property and Conveyances.

Of religious societies, see Religious Societies, §§ 17-25.

(D) Contracts and Indebtedness.

§ 447. A contract of a corporation in extension of some granted corporate power may be upheld if not hurtful to the public.-Oakland Electric Co. v. Union Gas & Electric Co. (Me.) 288.

§ 447. In an action upon a contract of a corporation, the defense of ultra vires will not be sustained unless the contract is hurtful to the public, or forbidden by the charter or statute. -Oakland Electric Co. v. Union Gas & Electric Co. (Me.) 288.

$458. The stockholders of a corporation, selling its property to defendant corporation, in consideration of the issuance of preferred stock, by accepting the preferred stock issued, held to have ratified any variance between the terms of the contract selling the corporate property to defendant and defendant's amended certificate of corporation, authorizing the issuance of such preferred stock and the certificates themselves. Mellon v. Mississippi Wire Glass Co. (N. J. Ch.) 710.

tions.

See Carriers, §§ 108. 147-157, 177-185, 205230, 280-320; Railroads. $$ 301-350, 389400, 453-486; Street Railroads, §§ 81-118. Gas companies, see Gas, §§. 16-20.

§ 580. A stockholder suing to enjoin a corporation from issuing stock held not required to make the reorganization committee of the corporation party defendant.-Carver

a

Southern Iron & Steel Co. (N. J. Ch.) 240. V.

X. CONSOLIDATION.

§ 581. P. L. 1893, p. 121, held to authorize the consolidation of two waterworks companies. -Gloucester Turnpike Co. v. American Pipe Co. (N. J. Ch.) 708.

XI. DISSOLUTION AND FORFEITURE OF FRANCHISE.

Right to file cross-bill in suit for removal of directors and appointment of receiver, see Equity, § 197.

§ 621. A former director held not a proper defendant to an equitable proceeding by a stockholder to remove the directors as trustees of a corporation which had been dissolved by execu tive proclamation, and for a receiver on the ground of insolvency.-Tompkins v. Transit Finance Co. (N. J. Ch.) 398.

§ 621. In an equitable proceeding by a stockholder to remove the directors as trustees of a corporation after its dissolution, and for a receiver on the ground of insolvency, a contention that complainant was not a bona fide stockholder entitling him to sue held inconsistent with de fendant's prayer for a receivership.-Tompkins v. Transit Finance Co. (N. J. Ch.) 398.

CORRECTION.

Of assessment of taxes, see Taxation, 88 459 496.

Of erroneous instructions by other instructions, see Trial, 296.

CORROBORATION.

COUNTIES.

CORRUPTION.

In general, see Fraud.

CO-SERVANTS,

See Master and Servant, §§ 168-201.

COSTS.

In accounting by administrator, see Executors and Administrators, § 511.

Payment or security on taking appeal or other proceeding for review, see Appeal and Error, $$ 371-391.

I. NATURE, GROUNDS, AND EXTENT OF RIGHT IN GENERAL.

§ 18. In view of Rev. Code 1852, amended to 1893. p. 813, c. 110, § 22, an action on a note held not one cognizable before a justice of the peace, within page 852, c. 114, § 7, though the amount recovered was less than $50, and no affidavit was filed as provided, so that plaintiff was entitled to costs.-Tappan v. Bacon (Del. Super.) 294.

$32. Under Pub. St. 1901, c. 229, § 1, a defendant, who is the prevailing party, held entitled to costs.-Everett v. Mansfield (N. H.) 495.

IV. SECURITY FOR PAYMENT. Security to perfect appeal or other proceeding for review, see Appeal and Error, §§ 371395.

II. GOVERNMENT AND OFFICERS.

(D) Officers and Agents. Sheriffs, see Sheriffs and Constables. Tax assessors, see Taxation, § 317.

III. PROPERTY, CONTRACTS, AND

LIABILITIES.

(C) County Expenses and

Charges and

Statutory Liabilities.

Injuries from defects or obstructions in highLiability for injuries from defects in highways, ways, see Highways, § 198. see Highways, § 198.

§ 145. Even if a prison board were a county agency, it could not make the county liable for its negligent acts, except where done in connection with work prosecuted for the benefit of the county in its corporation capacity.-Kelley v. Cumberland County (Pa.) 276.

IV. FISCAL MANAGEMENT, PUBLIC DEBT, SECURITIES, AND TAXATION.

Taxes for highway purposes, see Highways, §§ 127-129.

COUNTY ROADS.

VIII. PAYMENT AND REMEDIES FOR COLLECTION.

Payment or security on taking appeal or other proceeding for review, see Appeal and Error, $$ 371-395.

§ 276. Gen. Laws 1909, c. 340, § 11, held mandatory, and to prevent the court from receiving a verdict before complainant has paid the fees of the jurors.-Town of East Greenwich v. Guenond (R. I.) 1015.

COUNSEL

See Attorney and Client.

COUNTERCLAIM.

See Set-Off and Counterclaim.

COURSES AND DISTANCES.

See Boundaries.

See Judgment.

COURTS.

Constitutional exercise of judicial powers in
general, see Constitutional Law, & 70.
Contempt of court, see Contempt.
Judges, see Judges.

Jurisdiction as affecting rights of parties as to costs, see Costs, § 18.

Province of court and jury, see Criminal Law, $$ 753-764; Trial. §§ 134-178, 191-194. Right to trial by jury, see Jury, §§ 13-33. Trial by court without jury, see Trial, §§ 400404.

Jurisdiction of proceedings affecting particular classes of persons.

See Insane Persons, § 32; United States, § 131.

Jurisdiction of particular actions or proceedings. Appointment of guardian or committee of insane person, see Insane Persons, § 32. Contempt proceedings, see Contempt, § 44. Summary proceedings by landlord to possession of demised premises, see Landlord and Tenant, § 302.

To construe will, see Wills, § 698.

recover

Special jurisdictions and particular classes of courts.

Equity jurisdiction, see Equity, §§ 17-32.