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ernment made the surrender and granted the juris- be made that he may be tried upon that accusation. diction gained thereby. What is thus implied is as Nothing can be more foreign to the plain meaning obligatory as if it had been formally and positively of the language than the idea that the person, thus stated. The remedy, without this implication, may, delivered up on a specific accusation that had been in its completion and final stage, entirely change judicially considered as to its prima facie character, the characteristics which marked its incipiency. may, being delivered up, then be tried on another
A very strong confirmation is given to this view and wholly different accusation, and that, too, by the law enacted by the British Parliament im- whether he is first tried for the offense charged, mediately after the negotiation of the treaty of and then tried for another not charged, or tried 1842, for the purpose of carrying it into effect, and only for the latter. Congress did not contemplate, also by the law of Congress enacted in 1848, and as among the legal possibilities of the case, that the applicable to all the extradition treaties of the party delivered up could be tried for any other United States. The third section of the English offense than the one of which he had been "so aclaw provided for the surrender of the person charged cused.” This particular question had not then with crime within the limits of the treaty, after become a subject of controversy, any more than it certain preliminary proceedings had been taken, “to is now a matter of controversy whether a man shall such person or persons as shall be authorized in the be tried on the indictment regularly found against name of the United States to receive the person so him, or upon some other charge trumped up for the committed, and to convey such person to the terri- occasion; and, hence, it was enough for Congress, tories of the United States, to be tried for the crime as it was for the British Parliament, to specify the of which such person shall be so accused.” This refer- crime of which the party “shall be so accused.” ence to the crime for which the person was to be No other crime was contemplated by the law, and tried, not only has its basis in the express provis- no other contemplated by the treaty. ions of the treaty, but, like the treaty itself, is The addition to the law made by Congress in the clearly an implied negative as to trial for any other Act of March 3rd, 1869, and reproduced in section crime. According to the construction claimed by 5275 of the Revised Statutes of the United States, Secretary Fish in the Winslow controversy, the provides that, in respect to any person delivered up words or any other crime of which such person and “brought within the United States” for the may be accused,” should have been added. These purpose of being “tried for any crime of which words would express his understanding of the he is duly accused, the President shall have power to treaty; yet the understanding of the British Par- take all necessary measures for the transportation liament, as shown by the wording of the law, and safe keeping of such accused person, and for his was that the trial secured by the delivery was to be security against lawless violence, until the final cononly for the offense of which the person had been clusion of his trial for the crimes or offenses specified "so accused.” The phrase "so accused ” clearly in the warrant of extradition, and until his final disrefers to the proceedings by which the fact of ac-charge from custody or imprisonment for or on cusation in respect to a particular crime had been account of such crimes or offenses, and for a reasonable ascertained: and it was for this offense, and not for time thereafter.” The words in italics show that some other offense of which the party had not been Congress, when passing this law, had not the re"so accused,” that he was to be delivered up to be motest idea of any other crimes for which the party tried.
might be tried, than those “specified in the warrant The Congress of the United States in the law of of extradition;" and in this respect the Congress of 1848 expressed the same understanding of the
1869 had precisely the view held by the Congress treaty. The second section of that law provided of 1848. that, after the proceedings named in the first section We give, as follows, a specimen of an extradition had been completed, it shall be lawful for the Sec- warrant made out by the Secretary of State under retary of State “to order the person so committed
the authority of law: to be delivered up to such person or persons as shall
“Now, therefore, pursuant to the provisions of be authorized, in the name and on behalf of such Section 5272 of the Revised Statutes of the United foreign government, to be tried for the crime of which States, these presents are to require the United such person shall be so accused.” The words in italics
States Marshal for the Eastern District of New York, correspond exactly with those of the English law, custody of the aforesaid James Bowen, alias William
or any other public officer or person having charge or and differ only in being meant to apply to all the Miller, to surrender and deliver bim up to Adam extradition treaties of the United States. They go Bligh, a constable of the United Counties of Stormont, upon the supposition, provided for in all these Dundas and Glengary, Canada, who has been autreaties, that the person to be delivered up has been thorized, in the name and on behalf of the British
Government, by His Majesty's Minister at this capiaccused of a specific crime, and his surrender, after tal, to receive him, or to any other person or persons the necessary preliminary proceedings, is directed to who may in like manner be authorized, in the name
or on behalf of the said government, to receive the the laws of the United States for the execution of said James Bowen, alias William Miller, to be tried these treaties, all uniting in the general proposition for the crime of which he is accused.”
of an implied obligation to confine the extradition This extradition warrant was issued against James remedy to the specific purpose for which it was Bowen in execution of the treaty and the law to sought by one government, and granted by the other. carry it into effect. It names the man to be de- This implication rests not only upon the reason of livered up, and just as distinctly points to the crime the thing, but upon the treaties themselves, and is for which he is to be tried. That crime is the one in fact a part of these treaties. Considered in its mentioned in the previous recital, and which is here relation to the United States, and as operative withreferred to as "the crime of which he is accused." in the territory thereof, it is a part of the local, To specify that crime and at the same time assume municipal, and supreme law” of this country, that he may also be tried for any other crime, is to and, as such, binding upon courts, both State make the specification utterly meaningless, except and Federal, so far as these treaties are self-executto grant a jurisdiction of which it does not give the ing, or as Congress has provided for their execution. slightest hint. The assumption changes the char- | If the implication be real, then the Constitution acter of the extradition warrant.
makes it a part of the law of the land; and that it President Tyler, when communicating the treaty is real it has been the object of the preceding arguof 1842 with Great Britain to the Senate, accom- ment to show. panied it with an explanatory paper prepared by Daniel Webster, in which the President thus refers VALIDITY OF STATE LEGISLATION ALTERto the extradition article of the treaty:
ING CORPORATE CHARTERS. “The article on the subject in the proposed treaty SUPREME COURT OF THE UNITED STATES, OCTOis carefully confined to such offenses as all man
BER TERM, 1877. kind agree to regard as heinous and destructive of the security of life and property. In this careful SHIELDS, PLAINTIFF IN ERROR, V, STATE OF Ohio. and specific enumeration of crimes the object has
By a general act of the legislature of Ohio passed in 1851, been to exclude all political offenses or criminal provision was made for the consolidation of railroad charges arising from wars or intestine commotions. companies and it was declared that such new corpora
tion shall possess all the powers, rights and franchises Treason, misprision of treason, libels, desertion
conferred upon the corporations of which it was made from military service, and other offenses of similar up. Subsequently a Constitution of the State
into effect which declared that “no special privileges character are excluded.” Webster's works, vol. 6,
shall ever be granted, that may not be altered, revoked or repealed," and that corporations could only be form
ed under general laws which might be altered or reHow are these offenses, not meant to be included, pealed. Thereafter two railroad companies which
were formed previous to 1851, consolidated themselves excluded ? Certainly not expressly, but by obvious
formed a new corporation. Held, that the con
solidation destroyed the old corporation, and the new implication; and this implication arises from the
corporation was subject to the provisions of the Con
stitution, and the law under which it was formed might fact that they are not placed in the extradition list.
be altered so as to abridge the powers of such corporaYet this exclusion is the merest farce, if it be true tion. that either government, having obtained possession N error to the Supreme Court of the State of Ohio. of the fugitive on the charge of some one of the
Mr. Justice SWAYNE delivered the opinion of the crimes named, may proceed to try him for any one
Court. of these other offenses not named, or for any offense
The plaintiff in error was the conductor of a train of other than the one charged as the basis of the
cars upon the Lake Shore and Michigan Southern demand and specified in the warrant of delivery. Railway, between Elyria and Cleveland. Ulrich was The moment the demanding and receiving govern- a passenger intending to go from the former to the ment, in the exercise of its penal jurisdiction, passes
latter place. The intermediate distance was twenty
five miles. The fare fixed by the company was ninety the limit fixed by the enumeration of extradition
cents. Ulrich offered to pay seventy-five cents, which offenses, and fixed by its own charge of a specific
was at the rate of three cents per mile, and refused to offense or offenses within the enumeration as the
pay more. The conductor ejected him from the train ground of the demand, and fixed by the surrender, and was thereupon indicted in the proper local court for it passes all limits, and may try and punish for just assault and battery. The court instructed the jury
that Ulrich had tendered the proper sum, and that what it pleases, without any reference to the cir
Shields had no legal right to demand more. The case cumstances under which it acquired the power to
turned upon this point. It was not claimed that the try and punish at all. A single step in this direc
defendant was guilty if Ulrich was in the wrong. A tion completely sweeps away all the security which verdict and judgment were given against Shields. Mr. Webster supposed to have been gained by a The case was removed by a writ of error to the Sucareful enumeration of the offenses for which extra- preme Court of the State. The judgment of the court
below was affirmed. The defendant sued out this writ dition might be claimed.
of error and has brought the case here for review. We have, then, the authority of writers on the sub
The only question presented for our determination is ject of extradition, the authority of the extradition
the legal right of Shields to demand more than Ulrich treaties of the United States, and the authority of offered to pay.
In the facts appear in the opinion
A brief chronological statement with respect to the company should be elected, and that new stock should provision in the Constitution, and those in the laws be created and issued to the parties entitled to it. of the State bearing upon the subject is necessary to a Those refusing to receive it were to be paid the highest clear presentation of the point to be decided.
market price for the old stock. 1. An act passed March 20, 1846, incorporated the The 7th section enacts that suits may be brought Junction Railroad Company and authorized it to build and maintained against such new corporation in the a railroad from Cleveland to Elyria, and thence west. courts of this State for all causes of action, in the same The 11th section empowered the company to charge manner as against other railroad companies of this such tolls for the transportation of freight and passen- State." gers as it might deem "reasonable.” The 22d section 7. On the 11th of February, 1869, by an agreement declared that after the lapse of ten years from the of that date, the Cleveland and Toledo, and the Lake completicn of the road the State might reduce the tolls Shore Railroad Company became consolidated under "should they be unreasonably high," and might “ex- the name of the Lake Shore Railway Company. ercise the same power at intervals of every ten years
On the 6th of April, 1869, the Lake Shore and the thereafter.” It was upon the road built under this Michigan Southern and Northeru Indiana Railroad act that the present controversy arose.
Companies were duly consolidated under the name of 2. The act of March 7, 1850, incorporated the Toledo, the Lake Shore and Michigan Southern Railway ComNorwalk and Cleveland Company, and the charter was pany. amended by the act of January 20, 1851.
Shields, the defendant in error, was an employee of The 12th section of the latter act declared that in this company when he ejected Ulrich. case the Junction Company should become consoli- 8. The act of April 25th, 1873, provides that "any dated with the Toledo, Norwalk andCleveland Company corporation operating a railroad in whole or in part in the consolidated company might assume the name of this State may demand and receive for the transporthe Cleveland and Toledo Railroad Company, and in tation of passengers over said road not exceeding three that event should be governed by sections 9, 10, 11, 15, cents per mile for a distance of more than eight and 17 of the act incorporating the Junction Company miles." and in other respects by the act incorporating the To- The defendant in error insists that the power of the ledo, Norwalk and Cleveland Company, and the acts company in the case in hand was fixed and limited by amendatory thereof. The 22d section of the act first this act. The plaintiff in error denies this and mainnamed, wbich allowed the State, after the lapse of ten tains that the 11th section of the first-named act of years, to regulate the tolls of the Junction Company in 1846 is the governing authority. the event specified, is not one of the sections enumer- In support of this view it is further maintained that ated.
this section was a contract, and that it was simply 3. The act of March 3, 1851, was a general act au- transferred to each successive consolidated corporathorizing the consolidation of railroad companies com- tion, including finally the Lake Shore and Michigan ing within its provisions. The process was prescribed Southern Company, and that at the time of the occurwith great fullness of details. Section 3 declared : rence here in question it was in full force. "And such new corporation shall possess all the pow- This renders it necessary to consider the legal status ers, rights, and franchises conferred upon such two or and character of the new corporation. In the present more corporations by the several acts incorporating state of the law a few remarks upon the subject will the same or relating thereto respectively, and shall be be sufficient. subject to all the duties imposed by such acts, so far The legislature had provided for the consolidation. as the same may be consistent with the provisions of In each case before it took place the original com pathis act."
nies existed and were independent of each other. It 4. The Constitution of Ohio of 1851 took effect on the could not occur without their consent. The consolifirst of September in that year. It declared that " dated company had then no existence. It could have special privileges shall ever be granted that may not none while the original corporations subsisted. Allbe altered, revoked, or repealed by the general assem- the old and the new-could not co-exist. It was a bly.” Art. 1, sec. 2. “The general assembly shall condition precedent to the existence of the new corpass no special act conferring corporate powers." Art. poration that the old ones should first surrender their 13, seo. 1. “Corporations may be formed under vitality and submit to dissolution. That being done, general laws, but such general laws may from time to eo instanti the new corporation came into existence. time be altered or repealed." Art. 13, sec. 2.
But the franchise alone to be a corporation would 5. On the 15th of June, 1853, the Junction Company have been unavailing for the purposes in view. became consolidated with the Toledo, Norwalk and There is a material difference between such an artiCleveland Company, pursuant to the provisions before ficial creation and a natural person. The latter can do mentioned of the acts of January 20, 1851, and March any thing not forbidden by law. The former can do 3, 1851.
only what is authorized by its charter. B. &0. R. R. 6. The act of April 10, 1856, authorizes railroad com- Co. v. Harris, 12 Wall. 81. It was, therefore, indispanies of Ohio to consolidate with such companies of pensable that other powers and franchises should be other States. The 3d section declares that such con- given. This was oarefully provided for. The new orsolidated companies respectively “shall be deemed ganization took the powers and faculties desiguated in and taken to be one corporation, possessing within the advance in the acts authorizing the consolidation--no State all the rights, privileges, and franchises, and more and no less. It did not acquire any thing by subject to all the restrictions, liabilities, and duties of mere transmission. It took every thing by creation such corporations of this State so consolidated.” It and grant. The language was brief, and it was made was provided that the old stock should be extin-operative by reference. But this did not affect the guished, that a board of directors of the consolidated legal result. A deed inter partes may be made as effec
tual by referring to a description elsewhere as by recit- tions throw a strong light from opposite directions ing it in full in the present instrument. The conse- upon this subject. We cite them only for the purpose queuce is the same in both cases.
of illustration. In Miller v. The N. Y. & E. R. R. Co., If the argument of the learned counsel for the plain- | 21 Barb. 575, the legislature, under the reserved tiff in error be correct, the constitutional restrictions power of alteration, required the company which had can be readily evaded. Laws may be passed at any been previously incorporated to construct a highway time enacting that all the valuable franchises of desig- across their road. The work was expensive, and of no nated corporations antedating the Constitution shall, benefit to the company. The act imposing the burden upon their dissolution, voluntary or otherwise, pass to was held to be void. and vest in certain newly created institutions of the In The Mayor and Aldermen of Worcester v. The like kind. The claim of the inviolability of such fran- Norwich and Worcester R. R. Co., and others, the legischises would rest on the same foundation as the affir- | Jature had passed an act requiring the railroad commation in the present case. The language of the Con- panies therein named to unite in a passenger station in stitution is broad and clear and forbids a coustruction the city of Worcester (the place to be fixed as proviwhich would permit such a result.
ded)-to extend their tracks in the city to the Union When the consolidation was completed, the old cor- station, and after the extension to discontinue parts porations were destroyed, a new one was created, and of their existing locations. The act was held to be its powers were granted” to it, in all respects, in the constitutional and valid, being a reasonable exercise view of the law, as if the old companies had never of the right reserved to the legislature to amend, existed and neither of them had ever enjoyed the alter, or repeal the charters of those companies. See, francbises so conferred. The same legislative will also, The Commonwealth v. The Essex Co., 13 Gray, created and endowed the new corporation. It did one 239, and Crease v. Babcock, 23 Pick. 334. as much as the other. In this respect there is no
It is unnecessary to pursue the subject further in ground for any distinction.
this case. These views are sustained by several well-con- The judgment of the Supreme Court of Ohio is afsidered cases, exactly in point. One of them embod-firmed: ies the unanimous judgment of this court. Clearwater
STRONG, J., dissented. v. Meredith, 1 Wall. 40; McMahan v. Morrison, 16 Ind. 172; The State of Ohio v. Sherman, 22 Ohio, 628; Shields v. The State of Ohio, 26 Ohio St. 86.
UNITED STATES SUPREME COURT ABSTRACT,
OCTOBER TERM, 1877. The constitutional provision that "no special privileges or immunities shall ever be granted that may not
CONSTITUTIONAL LAW. be altered, revoked, or repealed by the general assembly," entered into the acts under which the consolida
Act impairing obligation of a contract : provision in tions were made, and rendered the corporations created
bank charter limiting rate of taxation.-The charter of and the franchises conferred subject to repeal and
a bank granted by the State of Tennessee contained alteration, just as if they had been expressly declared
this: “ The said company shall pay to the State an to be so by the act. The act of 1873, in the particular
annual tax of one-half of one per cent on each share in question, was a legitimate exercise of the reserved
of the capital stock subscribed, which shall be in lieu power of alteration, and was, therefore, valid. Par- of all other taxes." Subsequently, under the State reveker v. The Metropolitan Railroud Co., 109 Mass. 509. nue law the State and the county, where a stockholder
Another branch of the argument of the counsel for resided, assessed his stock and imposed a tax of one the plaintiff in error calls for some further remarks. and six-tenths per cent thereon. Held, that the
It is urged that the franchise here in question was provision as to taxation, contained in the charter, was property held by a vested right, and that its sanctity, a contract between the State and the corporation, as such, could not be thus invaded. The answer is con- limiting the amount of taxation, and that the revenue sensus facit jus. It was according to the agreement
law authorizing a greator taxation was in contravenof the parties. The company took the franchise sub
tion of the contract and invalid under the Federal ject expressly to the power of alteration or repeal by
Constitution. Judgment of Supreme Court of Tenthe general assembly. There is, therefore, no ground
reversed. Farrington, plaintiff in error, v. for just complaint against the State.
State of Tennessee. Opinion by Swayne, J. Where an act of incorporation is repealed, few ques
Cases cited.--Trist v. Child, 21 Wall. 441; Dartmouth tions of difficulty can arise. Equity takes charge of College v. Woodward, 4 Wheat. 682, 683; Pillans v. Van all the property and effects which survive the dissolu- Mirop, 3 Burr. 1663; Forth v. Stanton, 2 Saund. 211; tion and administers them as a trust fund primarily
Von Hoffman v. City of Quincy, 4 Wall. 551; Dash v. for the benefit of the creditors. If any thing left, it Vankleck, 7 Johns. 477; Society v. Wheeler, 2 Gall. goes to the stockholders. Even the executory con
104; Rex v. Passmore, 3 T. R. 290; Morris & Essex R. tracts of the defunct corporation are not extinguished.
R. Co. v. Yard Comm'r; Farmers and Mechanics' Curran v. Arkansas, 15 How. 308, 311.
Bank v. Deering, 1 Otto, 29; West Wisconsin R. R. Co. The power of alteration and amendment is not with
v. Supervisors, 93 U. S. R. 598; Tucker v. Ferguson, 22 out limit. The alterations must be reasonable; they
Wall. 527; Wood v. Dummer, 3 Mason, 308; Curran v. must be made in good faith, and they must be consist- Arkansas, 15 How. 304; Gordon v. Appeal Tax Court, ent with the scope and object of the act of incor- 3 How. 133; People v. Commrs, 4 Wall. 258; Van poration. Sheer oppression and wrong cannot be in- Allen v. Assessors, 3 id. 584; Queen V. Arnaud, 9 flicted under the guise of amendment or alteration. Ad. and E. (N. S.) 806; Bank Tax Cases, 2 Wall. 209; Beyond the sphere of the reserved powers, the vested Union Bank v. State, 9 Yerg. 49; Bradley v. People, rights of property of corporations, in such cases, are 4 Wall. 462; Nat. Bank v. Com., 9 id. 353; State v. surrounded by the same sanctions and are as invio- Branin, 3 Zabriskie, 484; McCultoch v. Maryland, 4 lable as in other cases. Tow authoritative adjudica Whent. 436; Hamilton v. Massachusetts, 6 Wall. 6.38;
Wilmington R. R. v. Read, 13 Wall. 264; State v. Utter, and dyke, and of erecting a toll-gate thereop. The only 34 N.J. Law, 493; St. Louis Mutual Ins. Co. v. Charles, consideration required was that the company should 47 M0.462; Atty.-General v. Bank, etc., 4 Jones' Eq. (N. keep them in repair; but should not even be responsiC.) 289; Bank of Cape Fear v. Edwards, 5 Ired. 516; ble for any destruction of the dyke by high floods. Providence Bank v. Billings, 4 Pet. 514; Binghamton The consideration was continuous, and correlative to Bridge case, 3 Wall. 78; Gordon,v. Appeal Tax Court ;
the continued use. No term was expressed for the State Bank v. Knoop, 16 How. 369; Dodge v. Wool- enjoyment of this privilege; and no conditions were sey, 18 id. 331; Home of the Friendless v. Rouse, 8 imposed for resuming or revoking it on the part of the Wall. 430. Ib.
State. Held, that the provisions of the charter related CONTRACT.
only to the turnpike then authorized to be constructed. When time is of the essence of an executory contract. –
Any donations or franchises which the State might
subsequently grant to the company would stand upon Time is usually of the essence of an executory con
their own considerations, and could not fairly be tract for the sale and subsequent delivery of goods, where no right of property in the same passes by the
claimed as parcel of the consideration of the original
contract. Therefore, the State night, when the bargain from the vendor to the purchaser, and the rule in such a
corporate life of the company ceased, revoke the case is that the purchaser is not
right to maintain a toll-gate on the bridge and dyke, bound to accept and pay for the goods unless the same
and was not bound before doing so to pay the cost of are delivered or tendered on the day specified in the
the turnpike, and a law providing for the public resumcontract. Addison on Cont. (6th ed.) 185; Gath v. Lees, 3 Hurlst. & Colt. 558; Coddington v. Paleologo,
ing the possession of the dyke and bridge would not Law Rep., 2 Exch. 196.
impair the obligation of a contract. Judgment of Su
Judgment of Court of Claims affirmed.
preme Court of Illinois affirmed. St. Clair County Jones, appellant, v. United States.
Turnp. Co., plaintiff in error, v. People of Illinois ex Opinion by Clifford, J.
rel. Bowman. Opinion by Bradley, J. 2. Contract for the delivery of goods to be performed within a specified time.- Plaintiff made a contract to
JUROR. deliver to the United States a certain quantity of Challenge for cause: when not justified.-A juror cloths by a specified time. Being unable to fully com- who was challenged for cause in a civil action had plete his contract by the time agreed, because the mill previously conversed with another party in relation to in which the cloths were manufactured was burned, the facts of the case, and had received from him an he applied to the government authorities for a release impression in relation to them, but he expressed an from the unfinished part of the contract. He was entire willingness as well as an ability to accept the told by the head of the Bureau of Clothing, to whom facts as they should be developed by the evidence and the Assistant Quartermaster-General referred him render a verdict in accordance with them. Held, that a that there was no power out of Congress which could challenge for cause was not justified. Rogers v. Rogers, release him from his contract, but that, upon applica- 14 Wend. 131; Jackson v. Commonwealth, 23 Gratt. tion to the Assistant Quartermaster-General, sufficient 919; Freeman v. People, 4 Denio, 9; Lonnbey v. People, time would be given him to deliver the goods. He 6 Park. Cr. 414; Sanchez v. People, 22 N. Y. 147. thereupon procured the cloth required to complete his Judgment of Supreme Court of Colorado affirmed. contract to be manufactured, and applied to the Union Gold Mining Co., plaintiff in error, v. Rocky Quartermaster-General for permission to complete Mountain Nat. Bank. Opinion by Hunt, J. the contract, but such permission was refused. He thereupon tendered the cloth, which was refused on
COURT OF APPEALS ABSTRACT. the ground that the time for delivery was past. Held. that time was of the essence of the contract, and
CONTRACT. plaintiff was not entitled to recover the damages resulting from the refusal to receive the cloth ten
1. Agreement to purchase stock not a gaming condered. Graves v. Legg, 9 Exch. 716; Morton v. Lamb,
tract: sale of stock to be delivered. - Defendant made 7 Term, 125; Slate v. Emerson, 19 How. 224; Gover
and delivered to plaintiff this memorandum, “For neur v. Tillotson, 3 Edw. Ch. 348; Jervis v. Tompkin
value received the bearer may call on the undersigned son, 1 Hurlst. & Norm. 208; Packard v. Sears, 8 Ad. &
for one hundred shares of the capital stock of the Ell. 474; Freeman v. Cook, 2 Exch. 654; Foster v,Daw
Western Union Telegraph Company, at 77%4 per cent, ber, 6 id. 854; Edwards v. Chapman, 1 Mees. & Wels.
any time in thirty days from date. Or the bearer 231; Swan v. Seamons, 9 Wall. 274; U. S. v. Shaw, 1
may, at his option, deliver the same to the undersigned Cliff. 310. Ib.
at 7742 per cent, any time within the period named,
one day's notice being 'required," etc. Subsequently, CORPORATION.
within the thirty days the parties settled at market Construction of charter: act impairing obligation of 72%, which was the price of the stock at the time of contruct.-The original charter of a turnpike company settlement, and it was agreed that if liable at all gave it the right, in consideration of building the turn- defendant should be liable to plaintiff for the differpike authorized thereby, and of keeping it in repair, ence between the settled price and the price stated in to erect certain toll-gates, and to exact certain tolls the memorandum. Held, that in the absence of evi. for the use of the turnpike, until the expiration of dence showing it to be intended as such the contract twenty-five years from the date of the charter and as was not a gaming one, and was valid. Judgment much longer as the State should fail to redeem the below affirmed. Story v. Solomon. Opinion by Earl, J. franchises so granted by paying the cost of the work. 2. Under what circumstances the contract would be When the term of the charter had more than half void as a gaming one. — If it had been shown that expired, the State gave the company a new aud addi- neither party intended to deliver or accept the shares cional privilege-pamely, the privilege of using a bridge but merely to pay differences acoording to the rise or