jurisdiction all such stockholders and all the creditors, and authorize us to hear and adjust all conflicting questions as to the indebtedness of the corporation, who were stockholders, and what were the equities between them. "Great practical difficulties meet us at once. There are strong reasons for holding that, in case of an existing corporation, the debt sought to be recovered of a stockholder should be first estab lished by a judgment of court. If this be doubtful, it is, at least, necessary that, before such debt be established by the proceedings in the bill in equity, the corporation should have been made a party to the bill: Bogardus v. Rosendale Manuf. Co., 3 Seld. 151. But we have no jurisdiction that will reach such corporation out of this commonwealth, and having no assets here; and the same is true of the stockholders residing in New Hampshire. A bill in equity in Massachusetts is, therefore, not the remedy intended to be prescribed by the statute of New Hampshire creating and regulating the liability of stockholders in a manufacturing corporation in New Hampshire." In the suit between the same parties in this state, reported in 46 N. H. 371, SARGENT, J., in commenting upon the above decision of the court in Massachusetts, said, "The result of the suit in Massachusetts was what might have been expected. The plain tiffs, in going to another state to try to enforce upon its inhabitants the special provisions of the laws of New Hampshire, would be very likely to find their mistake, that the stockholders in Massachusetts did not belong to any corporation in that state to which the Massachusetts laws, to which alone they were amenable, had any application." The defendant corporation was organized under the statutes of Ohio; it has its principal place of business there; the most of its stockholders probably reside there; if it has any assets, they will probably be found in that state; none of the stockholders are residents of this state; the corporation has no assets here; it has been adjudged a bankrupt; only one of its stockholders has any property within this state; and there is no recital in the bill by which we can be informed by what remedial process the individual liability of stockholders is enforced in that state. Under such circumstances I do not think comity requires us, in the exercise of a judicial discretion, to give effect to the foreign statutes here. Being without information as to the remedy afforded in Ohio, it might happen that we should afford a remedy here which is denied to persons in that jurisdiction, and which would not be allowed to persons seeking to enforce a similar right under our own laws. It is hardly necessary to add, that if the defendants are not a corporation, but are a partnership, the plaintiff has a plain and adequate remedy at law. The defendants' counsel has argued at great length, and with signal ability, that the liability created by the statutes of Ohio, being entirely unknown to the common law, no action either at law or in equity can be maintained in this state on account of or to enforce that liability. But in the view we have taken of this case we have not found it necessary to consider that question except incidentally. Several other questions raised by the demurrer we have also had no occasion to consider. CUSHING, C. J., and LADD, J., concurred. Demurrer sustained. ¡ABSTRACTS OF RECENT AMERICAN DECISIONS. SUPREME COURT OF THE UNITED STATES.1 SUPREME COURT OF MICHIGAN.3 SUPREME COURT OF NEW HAMPSHIRE. SUPREME COURT OF PENNSYLVANIA.5 AMENDMENT. Bill to enforce Implied Trust-Averment of express promise to perform Trust not a new Cause of Action-Trust resulting from payment of Purchase-money.-A bill in chancery was brought for the purpose of enforcing a trust in regard to certain land, and alleged an express trust. It was proposed to amend the bill by inserting allegations of facts from which a trust resulted. It was objected that the resulting trust was displaced by the express trust, and that the amendment would introduce a new cause of action. Held, that it was no objection to the implied trust that it was alleged that the defendant had expressly promised to perform it, and that the object of the bill as amended being to 1 Prepared expressly for the American Law Register, from the original opinions. The cases will probably appear in 1 or 2 Otto. From W. C. Webb, Esq., Reporter; to appear in 16 Kansas Reports. From Hoyt Post, Esq., Reporter, and Henry A. Chaney, Esq. Cases decided at April Term 1876. The volume in which they will appear cannot yet be indicated. 4 From J. M. Shirley, Esq., Reporter; to appear in 56 New Hampshire Reports. 5 From P. F. Smith, Esq., Reporter; to appear in 79 Penna. St. Reports. VOL. XXIV.—78 enforce substantially the same trust, the amendment did not introduce a new cause of action: Hall v. Congdon, 56 N. H. It being alleged that the money with which the land was purchased was the plaintiff's money, Held, that it was no objection to the implied trust that the defendant furnished the money by way of loan, and that the plaintiff had agreed that he should hold the land by way of security until the money had been repaid: Id. ASSIGNMENT. Dividend on whole Claim-Not on Balance-Assignee is Trustee for all Creditors whether secured or not.—Smeid assigned for the benefit of creditors his real estate, being subject to three judgments to Graeff, who sold it under the judgments; the proceeds were brought into court and decreed to be paid to Graeff; two judgments were paid in full and the third in part. In the distribution of the personal estate in the hands of the assignees, the court below decreed a dividend on the whole of the unpaid judgment only. Held to be error: the dividend should be on the whole amount of all the judgments until he should be paid in full, if a pro ratâ dividend would reach that: Graeff's Appeal; Meily's Appeal, 79 Penna. Upon an assignment for the benefit of creditors, the property of the assignor is in trust for the benefit of all his creditors, without regard to the nature of the securities they hold; the creditors are the equitable owners: Id. Graeff's interest was the extent of his whole claim; the payment in full of one judgment, nor the fact that real estate was first resorted to, did not change his position: Id. BAILMENT. For what neglect Bailee is responsible—Evidence on question of Negligence-How far Bank responsible for Act of Cashier.-Collateral facts incapable of affording reasonable presumption as to the principal matter in dispute, are inadmissible as evidence, as tending to draw the minds of the jury from the issue and to prejudice and mislead them: First National Bank of Carlisle v. Graham, 79 Penna. Where a bailment is for the sole benefit of the bailor the bailee is answerable only for gross neglect; when solely for the benefit of the bailee, he is responsible for slight neglect; when reciprocally beneficial to both, the bailee is responsible for ordinary neglect: Id. A bailee keeping the property of the bailor with the ordinary care with which he keeps his own, does not fulfil his duty, if the contract requires strict diligence and extraordinary care: Id. Where the benefits are reciprocal, the bailee is liable for neglect of ordinary care, although he has been careless and reckless in the management of his own goods as well as those of the bailor: Id. That the bailee has dealt with his own goods and the bailor's in the same way, is evidence in adjusting the standard of duty and deciding the question of performance, and as a test of the bailee's good faith. It would raise a presumption of adequate diligence: Ild. The measure of the bailee's responsibility is to be determined in each case by a comparison with the conduct of classes of men, not of individuals: Id. The mere voluntary act of the cashier of a bank in receiving securities for safe-keeping, will not render the bank liable for their loss; but if the deposit be known to the directors and acquiesced in, the bank will be liable: Id. BILLS AND NOTES. See Partnership. Acceptance of Bill of Exchange by Parol-Lex loci contractus.— Matters bearing upon the execution, the interpretation and the validity of a contract, are determined by the law of the place where the contract is made. Matters connected with its performance are regulated by the law prevailing at the place of performance. Matters respecting the remedy, such as the bringing of suits, admissibility of evidence, statutes of limitations, depend upon the law of the place where the suit is brought: Scudder v. Union National Bank, S. C. U. S., Oct. Term 1875. Therefore, whether a contract shall be in writing or may be made by parol, is a formality to be determined by the law of the place where it is made: Id. Unless forbidden by statute, it is a rule of law generally that a promise to accept an existing bill of exchange is an acceptance thereof whether the promise be in writing or by parol: Id. CONTRACT. See Bills. Government Contract-Power of Secretary of the Navy-Settlement. -Where the secretary of the navy possesses the power under the legislation of Congress, and the orders of the president, to enter into contracts for work connected with the construction, armament or equipment of vessels of war, he can suspend the work contracted for, when from any cause the public interest may require its suspension; and where such suspension is ordered he is authorized to settle with the contractor upon the compensation to be paid for the partial performance of the contracts: The United States v. The Corliss Steam-engine Company, S. C. U. S., Oct. Term 1875. When a settlement in such a case is made upon a full knowledge of all the facts, without concealment, misrepresentation or fraud, it is equally binding upon the government as upon the contractor: Id. CORPORATION. Union Pacific Railroad-Relations with United States.-The Union Pacific Railroad Company conceding the right of the government to retain one-half of the compensation due it for the transportation of the mails, military and Indian supplies, and to apply the same to reimburse the government for interest paid by it on bonds issued to the corporation to aid in the construction of its railroad and telegraph lines, brought suit to establish its right to the other moiety. The United States, on the other hand, having paid interest on these bonds in excess of the sums credited to the company for services rendered by it, insisted upon its right to withhold payment altogether. Held, that the Act of Congress of 1862, incorporating the Union Pacific Railroad Company, and the purposes contemplated by it, show that Congress never intended to impose on the corporation the obligation to pay current interest; and that therefore the deduction for interest paid on the bonds could not be lawfully made: The United States v. The Union Pacific Railroad Co., S. C. U. S., Oct. Term 1875. Contracts made by Promoters before Charter-Corporation liable, if benefits accepted and enjoyed-Minority of Promoters cannot bind the others. Where a number of persons not incorporated but associated for a common object, intending to procure a charter, authorize acts to be done in furtherance of their object by one of their number, with the understanding that he should be compensated; if such acts were necessary to the organization and its objects and are accepted by the corporation and the benefits enjoyed, they must be taken cum onere and be compensated for: Bell's Gap Railroad Co. v. Christy, 79 Penna. In such case the promoters of the enterprise must be a majority of them. A minority could not bind the association or corporation: Id. COURT. Disagreement of Judges as to Reasons for Judgment-Where a majority of the court agree in the judgment that ought to be rendered but disagree as to the reason for such judgment, such judgment must be entered; but it is useless to give the opinion of the several judges, for thereby no point of law is settled or decided (Foltz v. Merrill, 11 Kans. 479): Railroad Co. v. Hubbard, 16 Kans. DELIVERY. See Sale. DIVIDEND. See Assignment. Extreme Cruelty-Competency of Children as Witnesses-Upon the trial of a libel for divorce on the ground of extreme cruelty, only two assaults upon the libellant by the libellee were proved, and those of not a very aggravated nature. It was in proof that the libellee used very violent language towards the libellant, cursing her, and applying indecent epithets, and conducting himself so as to terrify his wife and children, and make living with him intolerable. Held, that these facts furnished evidence from which the judge who heard the cause was authorized to find that the charge was supported: Day v. Day, 56 N. H. Upon such trial, a boy ten years old was offered as a witness. He appeared to have no knowledge of the nature of an oath. Having been first instructed by the court upon that point, he was permitted to testify. Held, that he was properly admitted: Id. If a child under the age of nine years is found, after examination by the court, to possess a sufficient sense of the wickedness and danger of false swearing, he may be sworn, and admitted to testify: Id. EVIDENCE. See Divorce; Libel; Negligence. Opinions of Non-professional Witnesses-Insanity-Practice-hight to Open and Close.-Non-professional witnesses, who are not subscribing witnesses to a will, may testify to their opinions in regard to the sanity of the testator, when founded upon their knowledge and observation of the testator's appearance and conduct: Boardman v. Woodman, 47 N H. 120; State v. Pike, 49 N. H. 399, and State v. Archer, 54 N. H. 468, upon this point, overruled: Hardy v. Merrill, 56 N. H. The party who affirms that a will was duly and legally executed. has the burden of proof, and the accompanying duty of opening, and the |