CHATTEL MORTGAGES.

1. CHATTEL MORTGAGE WITHOUT IMMEDIATE DELIVERY OR CHANGE OF POS-
SESSION VOID AS AGAINST CREDITORS WHEN.- - A chattel mortgage which
is not accompanied by an immediate delivery or followed by an actual
or continued change of possession of the chattels mortgaged, and which
is executed upon an agreement that the mortgagor may remain in pos-
session of the property covered by the mortgage, and sell the same at
retail, and use the avails in substantially the same manner as before
the execution of the mortgage, is void as against the creditors of the
mortgagor. And the term "creditors" includes all persons who were
such while the chattels remained in the possession of the mortgagor
under that agreement, and their rights are not affected by the fact that
they did not obtain judgment or a specific lien until after delivery of the
property to the mortgagee. Mandeville v. Avery, 678.

2. RIGHT OF CREDITOR TO ATTACK CHATTEL MORTGAGE AS FRAUDULENT
NOT WAIVED WHEN.-An assent by a creditor to an arrangement be-
tween a mortgagor and mortgagee which will preclude him from assert-
ing his rights as a creditor against the property mortgaged must be such
as to create against him an equitable estoppel, or it must exist in agree-
ment supported by a valid consideration. An alleged assent made upon
condition that the mortgagor should return to the creditor a portion of
the goods purchased of him, the purchase price for which constituted the
indebtedness, and would make payments to him, neither of which con-
ditions were complied with, is without consideration, and therefore not
binding. Id.

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3. CREDITOR NOT DEPRIVed of Right TO ATTACK CHATTEL MORTGAGE BY
AGREEMENT MADE BY HIS AGENT WHEN. - A creditor cannot be de-
prived of his legal right to attack a chattel mortgage as fraudulent, by
an agreement made by his agent waiving such right, without evidence
that he knew of the defect in the mortgage, and had authorized his agent
to make an agreement in reference thereto, or had acquiesced in such an
agreement when made. Id.

4. MORTGAGEE CANNOT RETAIN PROPERTY OR ITS PROCEEDS OBTAINED UNDER
FRAUDULENT MORTGAGE.-Although a mortgagee may have an honest
claim, he cannot, as against a pursuing creditor, retain property obtained
by him under his mortgage if it be fraudulent; and if he takes and sells
the property by virtue of his mortgage before any lien thereon is ac-
quired by a creditor, the latter may compel him to refund the proceeds;
for the mortgage being void, all proceedings under it are also void. The
right of the creditor cannot be defeated by a fraudulent mortgagee by
merely selling the mortgaged property. Id.

6. SALE OF PROPERTY BY AGENT LIABILITY TO MORTGAGEE. —A valid
chattel mortgage properly recorded, though overdue and unpaid, is notice
to the world, and though the possession of the property covered by the
mortgage is in the mortgagor, a commission merchant who receives and
sells it as the consignee of the wife of the mortgagor, and as her prop-
erty, and then pays the proceeds of the sale to her as his consignor, with-
out any actual knowledge on his part of the existence of the mortgage,
and without the knowledge or consent of the mortgagee, is liable to the
latter as for a conversion of the property. Brown v. James H. Campbell
Co., 274.

See EXECUTIONS, 1.

CHECKS.

See BANKS AND Banking, 1-4

CIVIL RIGHTS.

1. DISCRIMINATION BECAUSE OF COLOR.- Under the common law and the statutes of Michigan, the keeper of a public restaurant cannot discriminate against a colored person as to the part of the building in which he shall be served, solely on account of his color. In a suit to recover damages, the colored person thus discriminated against need not declare upon nor refer to the statute. Ferguson v. Gies, 576.

2. ID. — In Michigan, there is an absolute, unconditional equality of white and colored persons before the law in all public places, and a discrimimation in such place against a colored man, solely on account of his color, is a ground for the recovery of civil damages. Id.

CIVIL DAMAGES.

See CIVIL RIGHTS, 1, 2

COMMON CARRIERS.

See CARRIERS.

CONFESSIONS.

See CRIMINAL LAW, 3.

CONFLICT OF LAWS.

See ATTACHMENT AND GARNISHMENT, 4; EXECUTORS AND ADMINISTRATORS,

1-3.

CONSIDERATION.

See CONTRACTS, 1; NEGOTIABLE Instruments, 10.

CONSPIRACY.

See ACTIONS, 3.

CONSTITUTIONAL LAW.

See CORPORATIONS, 1, 2, 4; LEGISLATURE; STATUTES.

CONTRACTS.

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1. CONSIDERATION FOR PROmise, What SUFFICIENT. To constitute a valid consideration for a promise, it is not necessary for the promisor to be benefited, or for the promisee to be injured; a waiver of a legal right by the promisee at the request of the promisor is sufficient. And therefore a promise by an uncle to his nephew, that if the latter would refrain from drinking liquor, using tobacco, swearing, and playing cards or billiards for money until he should become twenty-one years of age, he would pay him five thousand dollars, is founded upon a good considera. tion, and is enforceable. Hamer v. Sidway, 693.

2. PERFORMANCE - EVIDENCE. Where, in an action to recover under contract to drill an oil-well at a certain price per foot, a substantial compliance with the terms of the contract is shown, evidence of the average cost of drilling a well at the time of the drilling of the one in suit is immaterial and inadmiss.ble. Holmes v. Chartiers Oil Co., 919.

3. SUBSTANTIAL PERFORMANCE-MEASURE OF RECOVERY. - Where, under a parol contract to drill an oil-well at a certain price per foot, the contractor has drilled the well to such depth as to produce oil, and has then lost his tools and left them in the well, after which the owner has taken possession and used the well for the production of oil, the contrac tor is entitled to recover the contract price for drilling the well, less such deduction for damages as will compensate the owner for loss sustained by the failure of the contractor to remove his tools from the bottom of the well. Id.

4. DAMAGES FOR BREACH OF CONTRACT. — One who violates his contract with another is liable for all the direct and proximate damages which result from such violation, and the party who is prevented from performing his contract by such violation is entitled to recover the value thereof. Stan ton v. New York etc. R'y Co., 110. 5. "TRUST" AND "COMBINATION AGAINST TRADE, AGREEMENT IN AID OF, UNENFORCEABLE. — An agreement under which an association is formed, for the purpose of increasing the price and decreasing the manufacture of candles within a certain territory, is void as being contrary to public policy, and is not enforceable in the courts. Emery v. Ohio Candle Co., 819.

6. STIPULATION THAT THE DECISION IN ONE CASE SHALL GOVERN ANOTHER is valid and enforceable. Riggs v. Commercial M. Ins. Co., 716.

7. PARTIES CANNOT OUST COURTS OF JURISDICTION WHEN. It is not competent for parties to a contract, in advance of any dispute, to oust the jurisdiction of the courts by providing that the decision of persons named in the contract shall be final and conclusive. And therefore a provision in the by-laws of a mutual benefit insurance society that the decision of its officers on a member's claim for benefits shall be final and conclusive is ineffective, and cannot bar an action to recover such benefits. Supreme Council v. Forsinger, 196.

8. DELIVERY, WHICH IS AN ESSENTIAL PART of the execution of an instrument, cannot be inferred from possession, Wilbur v. Stoepel, 568. See ASSIGNMENT; ATTORNEY AND CLIENT; CHATTEL MORTGAGES, 2; COR. PORATIONS, 2, 5-8, 15; COVENANTS; DAMAGES, 5, 6; EVIDENCE, 10, 11, 15; EXECUTORS AND ADMINISTRATORS, 4-10; JUDGMENTS, 2, 3; Master AND SERVANT, 9; SPECIFIC PERFORMANCE, 3; Statutes, 5.

CONTRIBUTORY NEGLIGENCE
See NEGLIGENCE, 3-7.

CONVERSION.

See CHATTEL MORTGAGES, 5.

CONTEMPT.

See STATUTES, 6.

CORPORATIONS

1. CONSTITUTIONAL LAW - RIGHT TO AMEND CORPORate Charter. - When

a state has reserved the power by general statute to change, modify, or destroy any corporation at will, and has subsequently granted a charter to a railroad corporation, giving it power to build its road where it may deem proper, the state may so amend such charter, after the corporation

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has located but before it has constructed its road, as to confine it to a
specified route on certain enumerated conditions as to the construction
of the road through a certain county. Macon etc. R. R. Co. v. Gibson, 135.
2 ID.-RIGHT TO AMEND CORPORATE CHARTER OBLIGATION OF CONTRACTS.
- Where a state has reserved the power by general statute to
change, modify, or destroy any corporation at will, such right is
not abridged or in any manner affected by executory contracts entered
into by a corporation with third persons, or by such persons with their
subcontractors, before an act amending such corporation's charter was
passed. All parties are bound to take notice of the general law of the
state under which the power exercised was reserved. If such contracts
cannot be performed consistently with the alteration in the charter made
by the amending statute, their performance, in so far as thus hindered or
obstructed, will be excused, under the rule that performance of contracts
rendered impossible by act of law is excused. Id.

3. AMENDMENT OF CHARTER. When the charter of a corporation is
amended under power reserved in the state, by adding a proviso
which operates as a limitation and restriction upon some of the gen-
eral terms of the charter, such amendment is valid, so long as there is
no such repugnance in the proviso to the main purpose of the charter
as that the two cannot stand together; and if there is an irreconcilable
conflict between them, the amendment will prevail. Id.

4. CONSTITUTIONAL LAW - MUNICIPAL AID TO CONSTRUCT RAILROAD. -
Where a statute amending a railroad charter provides that the road shall
run in and through the corporate limits of a town, or within one mile of
the court-house thereof, on certain conditions, and that the increased cost
"shall be paid by the said town or the citizens thereof," but does not im-
pose any tax on the persons or property within the town, nor provide
that it shall raise such funds as public revenue, and contemplates that
the payment is to be made by the people voluntarily, and not under com.
pulsion, such statute is not unconstitutional as seeking to enable the
town in its corporate capacity to apply corporate money to the construc-
tion of a railroad. Id.

5. CONTRACT BY PROMOTERS · RATIFICATION. —A contract made by the
promoters of a corporation to aid the inchoate corporation, as a rea-
sonable means for carrying out its authorized purposes, and afterwards
ratified by the corporation, makes it liable for everything which has
been done under the contract. Such ratification relates back to the ex-
ecution of the contract, and renders it obligatory from the outset. Stan
ton v. New York etc. R'y Co., 110.

6. ID. — A corporation has power, when organized, to ratify a contract
made by its promoters, when it is one within the purposes for which
the corporation was organized, and is a reasonable means of carrying out
those purposes, and the ratification makes the contract in all respects
what it would have been if the requisite power had existed when it was
entered into; nor can the corporation in such case take advantage of its
own acts or omissions to escape liability on the contract. Id.
7. CONTRACT BY PART OF STOCKHOLders. - An agreement beween two of
the three stockholders and directors of a corporation, that a purchaser
of stock shall be employed as business manager for a term of years, and
for the repurchase of his stock at a stated price if he desires to retire at
the end of the term, is inseverable, and void as against public policy,
unless assented to by all the stockholders. Wilbur v. Stoepel, 568.

8. CONTRACTS - KNOWLEDGE AND ASSENT. In order to make a contract
valid which would be void without the consent of all the stockholders of
a corporation, there must be evidence that they had knowledge that it was
to be made, and that they assented. Id.

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AGAINST

9. UNAUTHORIZED MORTGAGE BY - LIEN OF MORTGAGEE AS
CREDITOR. A mortgage given by a railroad company to aid in con-
structing and equipping its road, and for a greater sum than twice the
amount of its paid-up capital stock, is unauthorized and void as between
it and its stockholders; but as between bona fide holders of the mortgage
bonds and the corporation or its subsequent creditors with notice of the
mortgage, the latter is a first lien on the mortgaged property, and such
creditors cannot set up the fraud of the corporation as a defense against
such bond-holders. Fidelity Ins. etc. Co. v. Western Pennsylvania R. R.
Co., 911.

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10. CORPORATION ACQUIRING THROUGH FORECLOSURE SALE PROPERTY OF AN-
OTHER CORPORATION NOT LIABLE FOR GENERAL DEBTS OF LATTER.
A corporation which succeeds to the property and rights of another cor-
poration, through the medium of a sale upon a decree of foreclosure, is
not responsible for the general debts of the corporation whose property
and franchises it acquires. Midland R'y Co. v. Fisher, 189.
11. OBLIGATION OF CORPORATION TO PERFORM AGREEMENT OF ITS GRANTOR
NOT MERE GENERAL DEBT OF LATTER WHEN. - Where a corporation
has, in a deed conveying to it a right of way for a railroad, agreed to
build a fence, the right of the grantor to have this agreement performed
by another corporation, which, under a sale upon a decree of foreclosure,
succeeds to the rights of the old corporation, is not a mere general debt
of the old corporation, but is a right blended with the right of the new
corporation to use and occupy the land with its track. The liability of
the new corporation does not rest upon the claim against the old cor-
poration, but upon the duty which arises out of its own occupancy of the
land, and it cannot be permitted to enjoy the easement, and yet refuse
to perform the agreement which created and conferred the easement. Id.
12. LIABILITY OF DIRECTORS ON NOTE EXECUTED BY THEM.-A note by
which "the directors" of a corporation promise to pay a certain sum,
and signed by them without official designation, must be regarded as
the undertaking of the parties whose names appear to it as obligors,
and not that of the corporation; and the question of individual or cor-
porate liability must be raised by answer, and not by demurrer. Mc-
Kensey v. Edwards, 339.

13. LIABILITY ON NOTE SIGNED BY DIRECTORS. A note by which the
directors of a corporation promise to pay a certain sum, and signed
by them without official designation, is prima facie the obligation of
the signers alone, and imports no undertaking to pay on the part of
the corporation. In order to make it liable on the note, it is necessary
to aver and prove that the undertaking was for the use and benefit of
the corporation, and that by mutual mistake the note was executed and
signed by the obligors as individuals. Id.

14. PERSONAL LIABILITY OF DIRECTORS OF CORPORATION FOR CONTRACT
EXECUTED IN CORPORATE NAME. - Persons who, as directors of a cor-
poration and in its name, contract with innocent third parties, be-
fore the legal amount of corporate stock has been subscribed, do not
create any corporate liability, but become personally liable, although
they contracted under the bona fide belief that corporate authority to do