one will be preferred: Adams, sec. 4, 8th Conn. 528; 3 Barb. Ch. R. 358. In O'Connor vs. Tack et al., 2 Brew. 407, the majority of this court held that where a bill charged fraud, and the possession by defendants of memoranda relating to the transaction, and the defendants' answer denying the fraud, and referring to the memoranda, that they could not object to an order for their production, on the ground that an indictment was pending against them. Judge Ludlow dissented, and supported his dissent upon the general principle that no one can be compelled to criminate himself so as to subject him to prosecution, and that under Article IX., of the Constitution of this State, sec. 9, "no citizen can be compelled to give evidence against himself." He also held, that the 123d section of the act of the 31st of March, 1860, did not cover the case of the defendant. It is asserted by the defendant in this suit, that it is equally inapplicable to his case, as a protection to him; that the use of the moneys of the city by an officer of the corporation for his own personal gain, is made punishable by fine and imprisonment. The section referred to is as follows: "No such trustee, merchant, attorney, broker, agent, director, officer, or member, as aforesaid, shall be enabled or entitled to refuse to make a complete discovery, by answer, to any bill in equity, or to answer any question or interrogatory in any civil proceeding, in any court of law or equity. But no such answer to any such bill, question, or interrogatory, shall be admissible in evidence against such person charged with any such misdemeanors." An examination of the preceding sections to which the 123d section refers, will show that trustees are mentioned in 113; bankers, brokers, attorneys, merchants and agents, in section 114; and in the 116th section it is made an offence for an officer, director, or member of any bank, or other body corporate, or public company, to fraudulently take, convert, or apply to his own use, or to the use of any other person, any money, or other property of such bank, body corporate or company. This, it seems to us, covers the case of defendant; he was an officer of the city of Philadelphia, and therefore an officer of a body corporate, and is within the letter of the clause of section 123, which requires answer to be made by an officer of a corporation, other than an officer of a bank. The 116th section, it will be seen, treats of the very subject matter mentioned in the bill, the fraudulent use and application of the moneys of a body corporate. The defendant is within the protection of the 123d section, and for this reason he cannot successfully plead the general principle, so well. established, and which might otherwise enable him to avoid making the discovery sought to be reached by the bill. It is further set out, as a ground of demurrer, that the plaintiff has a full, adequate and complete remedy at law for the alleged wrongs, and is therefore not entitled to the discovery and relief prayed for. But this general principle has its qualifications, and to some extent its exceptions; there are cases in which the jurisdiction of courts of law and equity may be said to be concurrent. It has been successfully maintained in many instances that where a party has a just title to come into equity for discovery, and obtains it, the court will go on and give him. the proper relief, and not turn him round to the expense and inconvenience of a double suit at law. The jurisdiction having once rightfully attached, it can be made effectual for the purposes of complete relief: Story's Eq., sec. 64. The court having acquired jurisdiction of the suit for the purpose of discovery, will entertain it for the purpose of relief, in most cases of fraud, account, accident and mistake: 1 Fonb. Eq., B. 1, chap. 1, sect. 3; Coop. Eq., introduction, page 31, and Middletown Bank vs. Russ, 3 Conn. 135. The exercise of this jurisdiction is rested in Fonblanque mainly on the ground of preventing multiplicity of suits. In Aldey vs. Whitstable Company, 17 Ves. 329, Lord Eldon says there is no mode of ascertaining what is due except by an account in a court of equity. But it is said the party may have discovery and then go to law. The answer to that is, that the right to the discovery carries with it the right to relief in equity. In Ryle vs. Haggie, 1 Jac. & Walk. 236, it is said, when it is admitted that a party comes properly into equity for discovery, the court is never disposed to occasion a multiplicity of suits by making him go to a court of law for relief; and in Mackenzie vs. Johnston, 4 Madd. 373, Sir John Leech says, speaking of the case before him, the plaintiff can only learn from the discovery of the defendants, how they have acted in the execution of their agency, and it would be most unreasonable that he should pay them if it turned out that they had abused his confidence, yet such must be the case if a bill for relief will not lie. There was here a cautious admission of the right to relief, in special cases, by Sir John Leech, founded on the right to discovery, as there was also by Vice-Chancellor Wigram, in Pearce vs. Creswick, 2 Hare, 293. But Judge Story remarks, at section 65, Equity Jurisprudence, that the guarded language used is "in most cases," although he says it is certainly difficult to perceive any solid ground why jurisdiction should not extend to all cases embraced by the general principle. So also in cases of account there is a distinct ground upon which the jurisdiction for discovery should incidentally carry the jurisdiction for relief. The several reasons upon which this principle is maintained are stated in Story's Equity, sect. 67: In inadequate remedy at law; discovery in most cases obtained only by reference to a master; compelling production of vouchers and documents, and suppressing multiplicity of suits. We think the present case is clearly within the rule, upon the grounds of fraud and account, and is not affected by the fact of defendant having given an official bond to the city. A suit may be maintained without regard to the bond; for the claim of the plaintiff may far exceed the penalty of the bond. The demurrers are overruled and the defendant is directed to make answer to the bill. Lewis C. Cassidy and J. H. Heverin, Esqs., for demurrer. [Leg. Int., Vol. 30, p. 200.] KUNKLE vs. THE PHILADELPHIA RIFLE CLUB et al. The facts of this case held to constitute a lease and not a mere personal license, which would end upon death of plaintiff's decedent. In equity. Motion for special injunction. Opinion delivered June 14, 1873, by ALLISON, P. J.-The question upon which the determination of this motion depends, requires us to decide whether a certain agreement made between Louis Kunkle, on the 24th day of March, 1873, and the defendants, amounts to a lease of the premises, therein mentioned; or whether, as defendants contend, it is but a personal license to Louis Kunkle, ending with his life, and not passing as an estate. And this question is most readily answered by first ascertaining, what is necessary to create a lease or contract of letting of lands, so as to create between the contracting parties the relation of landlord and tenant. A lease is a contract for the possession and profit of lands and tenements on the one side, and a recompense of rent or other income on the other: Bacon's Abridgment-Lease; or it is a conveyance of lands or tenements to a person for life, or for years, or at will, in consideration of a return of rent or other recompense: Cruise's Digest-Title, Lease. It is essential, therefore, to every valid agreement or contract of this character, that there must be a lessor able to grant the land, a lessee capable of accepting the grant, and a subject matter capable of being granted. Under such a contract, the lessee acquires a right to enjoy the premises mentioned in the lease, and to use them for the purpose agreed upon; and this imposes upon him the duty of fulfilling all the express or implied covenants of the lease, which vary according to the specialties of each agreement; but it is the ordinary incident of every lease, that the lessee shall pay a rent or consideration to the lessor for use of the premises granted, but it is immaterial whether the rent is paid in money or service, or in any stipulated article, such as grain or ore. The technical words of a lease are to "demise, grant, and to farm let." But it has by a uniform course of decision, both in England and in this country, been held that whatever words are sufficient to explain the intent of the parties, that one shall divest himself of the possession, and the other come into it for a determinate time, whether they run in the form of a license, covenant or agreement, are sufficient, and will in contemplation of law, amount to a lease for years, as effectually as if the most formal and technical words had been made use of for that purpose, Some of these authorities may be cited: 4 Burr. 2209; 1 Mod. 14; 11 Mod. 42; 3 Burr. 1446; 2 Mod. 80; 3 McCord, 211; 3 Fairf. 478; 5 Rand., 571; 1 Root, 318. And in Pennsylvania are the cases found in 6 Watts, 362; 1 Wright, 193; 8 Barr, 272; 9 Barr, 18; 2 Harris, 287. We turn now to the agreement of March 24, 1873, to see what its stipulations are. Kunkle is to be permitted to occupy for the private use of himself and family, such rooms in the main building, and such piece of ground within the enclosed property of the club as the committee may designate, until March 31, 1876, the club reserving the right to make alterations, improvements and repairs, for a restaurant or otherwise. The second article contains a stipulation that Kunkle, in consideration of $500 a year, payable quarterly to the club, during said term, shall enjoy privilege of sale of certain articles upon the premises. He also agrees to provide glasses, etc., light, fuel and servants; furnish at his expense music, and render the service of conducting the restaurant in a proper manner. He is to have the ten-pin alley, keep it with the grounds and buildings in good condition, and in default of his removing at the expiration of his term, the club reserve the right to take possession of the premises. And in the event of Kunkle refusing to remove from and deliver up premises, he authorizes and empowers the prothonotary, or any attorney, to enter an amicable action of ejectment for said premises, and to confess judgment in favor of the defendants, and issue a writ of habere facias possessionem for the same. Under this agreement, Kunkle entered into possession of a portion of the buildings and grounds of the club, and as the bill asserts, stocked the said apartments and saloons with furniture, merchandise and liquors of the value of upwards of $3,000. He shortly after this died. His widow has taken out letters of administration upon his estate, which established her right to the lease, if the contract is in fact a lease, for the benefit of the estate: Keating vs. Condon, 18 P. F. S. 75; Nash. R. P. 410. What relation does this agreement establish between Kunkle and the club, construing it not only according to its legal signification, but according to the evident understanding and meaning of the parties? It is clear, in our judgment, that Kunkle by the terms of the written contract, became the tenant of defendants. We think that every element of the relation of landlord and tenant is established, by the undisputed facts of this case. We have a lessor in possession of lands under no disability as to the power to rent, or grant the same for a term of years to a tenant. We have a lessee capable of accepting the grant from the lessor. We have an actual agreement entered into between the parties for the premises in question, for a term of years, for a valuable consideration, which consists of the payment of a fixed sum of money at stated periods, as well as service and labor to be performed, and money to be expended as the consideration for the grant, and there is also the admitted fact, that under this agreement, Kunkle entered into possession of the property, and expended a large sum of money under the contract. It is difficult to understand what will establish the relation of landlord and tenant, if this case does not, when measured by a strict legal judg ment of the elements upon which a decision must rest. But if we try to look into the heart of the case, in order to ascertain the true understanding of the parties, at the time the agreement was entered into, we think but one conclusion can be arrived at, and that is, that every fact presented in the cause, shows the clear intent to be, to create a tenancy which should run until the 31st of March, 1876, and the position now assumed by the defendants is contradicted by the powers which were reserved, to dispossess Kunkle upon the condition of a violation of the terms of the contract, or at the expiration of his term; not in the manner in which a mere contract of hiring of personal service is terminated, but in due form of law to obtain possession of lands, and by summary legal process. There is also in the agreement, the clear recognition of the fact that the premises were granted for a term. The payments were to be made quarterly during the term. Possession might be resumed on forfeiture of condition on which it rested, at the expiration of the term or otherwise. The premises were to be taken possession of, and an amicable action in ejectment was authorized. We are at a loss to discover any fact which favors the theory, that this was but a personal license, which ended with the death of Kunkle. If the administratrix is not competent, as was argued by the defendants, to keep the place properly, because she is a woman, the answer to this is, that if Louis Kunkle was tenant to the defendants, they took the risk of this inconvenience, and that what the administratrix may do by another, she in law will do by herself, and that the employment of male assistants will enable her, if personally incompetent, to do all that Louis Kunkle could do if still alive. The Pennsylvania cases cited abundantly establish the true character of the agreement in question. It is not necessary to examine them upon these facts and the law as therein stated, and we rest this case by a mention of but one: Mitchell vs. The Commonwealth, 1 Wright, 192, which decides, that a written contract containing stipulations for holding the premises for three years, for keeping up machinery at the expense of the lessees, and for surrender at the termination of the contract, is a lease, and not a contract of bailment for hire, though it stipulated that the lessee should have the premises rent free. The compensation or rent was found in the agreement, that the tenant was to sell manufactured lumber to the owner or lessor at a stipulated price. The court say that a tenancy may be created and exist, where the agreement is that no rent shall be demanded or paid. The case before us is very like to that case in some respects, but much stronger upon the assumption, that this agreement constituted a lease, for here the rent was clearly reserved. For the reasons stated, the injunction heretofore granted is continued. Hon. James Thompson and Fred. Dittman, Esq., for plaintiff. D. W. Sellers and C. D. Freeman, Esqs., for defendants. [Leg. Int., Vol. 30, p. 200.] COMMONWEALTH OF PENNSYLVANIA ex relatione ROBERT S. NICKERSON and JOHN H. SLOAN, vs. DAVID S. CONOVER. The Court of Common Pleas has no authority to incorporate a club with the provision that each share shall be entitled to one vote. The acts only authorize the court to confer such immunities as by the common law were necessary to constitute a corporation. Quo warranto. Opinion delivered June 14, 1873, by ALLISON, P. J.-The question presented by the pleadings is, whether a clause in a charter of the Vesper Yacht Club, incorporated by the Court of Common Pleas, is valid, which provided, that in elections for officers of the club, "each share shall represent one vote, and the owners of one or more shares shall be entitled to one vote for each share he may own." Whatever rights the members of this corporation possess, they take as franchise derived from the State, by direct or indirect grant, and by them accepted. A corporation being a mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence; but this implies a right or authority to confer on individuals the special privileges or franchises set out in the charter, and it must always be a material question, where the grant is not held directly from the State itself, whether the franchises expressed in the charter are such as the tribunal conferring corporate powers has the right to confer. The stream can rise no higher than its source. The fountain from whence the waters flow, can give |