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CHECKS.
Soo 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 be shall be served, solely on account of his color. In a suit to recover damages, the colored person thus discriminated against need not de

clare 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 discriiniaation in such place against a colored man, solely on account of bis color, is a ground for the recovery of civil damages I do

CIVIL DAMAGES.
See Civil Rights, 1, 2

COMMON CARRIERS.

See CARRIERS.

CONFESSIONS.
See CRIMINAL LAW, 3.

CONFLICT OF LAWS. sco ATTACHMENT AND GARNISHMENT, 4; EXECUTORS AND ADMINISTRATORS,

1-3.

CONSIDERATION.
See CONTRACTS, 1; NEGOTIABLE INSTRUMENTS, 10.

CONSPIRACY.
See ACTIONS, 3.

CONSTITUTIONAL LAW.
Sea CORPORATIONS, 1, 2, 4; LEGISLATURE; STATUTES.

CONTRACTS. 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 promises 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 bil. liards 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 a

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 driliing of the one in suit is emmaterial and inadmiss.ble. Holmes v. Chartiers Oil Co., 919.

& SUBSTANTIAL PERFORMANCE — MEASURE OF RECOVERY. - Where, under a

parol contract to drill an oil-well at a certain price per foot, the con. tractor 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 contractor 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 bis 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. Stano

ton v. New York etc. R’y Co., 110. & “TRUST" AND “COMBINATION AGAINST TRADE, AGREEMENT IN AID 07,

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 coin.

petent 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 instru.

ment, cannot be inferred froin possession, Wilbur v. Stoepel, 568. Seo 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 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 execatory contracts entered
into by a corporation with third persons, or by such persons with their
Bubcontractors, 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 oxcused. Ide
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 sball
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.
6. 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 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 insererable, and void as against public policy,
ovless assented to by all the stookholders. Wilbur v. Stoepel

, 568.

AGAINST

& CONTRACIS — 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.
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
Buch bond-holders. Fiubelity Ing. etc. Co. v. Western Pennsylvania R. R.

Co., 911.
10. CORPORATION ACQDIRING 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.
Jl. 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
80 was vested in them, and the measure of damagen is the loss sustained by the innocent third party by reason of his not obtaining the valid contract which such directors assumed to executo. Farmers' Co-opera

to perform the agreement which created and conferred the easement. ld.
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 othcial 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 file belief that corporate authority to do
poration in inducing the stockholder to subscribe is unavailable. Id. 24. LIABILITY OF STOCKHOLDER FOR UNPAID SUBSCRIPTIONS. A plea that a

tive Trust Co. v. Floyd, 846. 15. STATUTE OF LIMITATIONS – LIABILITY OF STOCKHOLDERS. — When a cor

poration has become wholly insolvent, and has ceased to do business, and has assigned its property for the benefit of creditors, suit to enforce their statutory liability may be commenced against the stockholders by creditors, without any of them first recovering judgment and having an execution returned unsatisfied, and the statute of limitations begins to

run from that time against the right of action. Barrick v. Gifford, 798. 16. STATUTE OF LIMITATIONS — LIABILITY OF STOCKHOLDERS. — Where a

corporation has property and continues to do business, a creditor must first obtain judgment against it, and have an execution returned unsatisfied, before he can bring suit against the stockholders upon their individual statutory liability, and the statute of limitations begins to

run against them from that time, and not before. Id. 17. METHOD or ENFORCING STATUTORY LIABILITIES OF STOCKHOLDERS.

A suit in the nature of a creditor's bill is the proper method to be adopted by creditors of an insolvent corporation to enforce the statutory liability of its stockholders, and when such suit is brought, no creditor can acquire priority nor maintain a separate suit to enforce such liability

in his own behalf. Id. 18. INSOLVENCY - CREDITOR'S BILL Statute OF LIMITATIONS. — A suit

in the nature of a creditor's bill to enforce the statutory liability of the stockholders of an insolvent corporation saves the running of the statute of limitations, not only as against the claim of the one filing it, but also as against the claim of every creditor of the corporation who

comes into the action before its final termination. Id. 19. LIABILITY OF STOCKHOLDERS. — A change in the stockholders of a cor

poration has no effect upon its legal status. It remains through all changes in the personnel of its stockholders, the same legal entity, pos

sessed of the same rights, and subject to the same liabilities. Id. 20. LIABILITY OF NEW STOCKHOLDER. - When one purchases or acquires

stock in a corporation, no matter at what time, he acquires a fractional interest in the capital stock, assets, profits, and liabilities of the corpora

tion. Id. 21. LIABILITY OF New STOCKHOLDER. — If an existing stockholder of an insol.

vent corporation is solvent, it is immaterial, so far as his statutory liability to creditors is concerned, when he became the owner of the stock,

or from whom he acquired it. Id. 22. CHANGE or NAME OF CORPORATION WILL NOT RELIEVE ADMITTED

Srock SUBSCRIBER therein from liability to the creditors of the corpora. tion for the amount remaining due on the stock subscribed by him.

Howard v. Glenn, 156. 23. FRAUD OF CORPORATION NOT AVAILABLE AS DEFENSE TO STOCKHOLDER.

- In an action by creditors of a corporation to colloct unpaid subscriptions by a stockholder, the defense of fraud on the part of the cor

decree upon which suit by creditors to collect unpaid stock subscriptions to a corporation is based, provided that if the stockholders should pay a certain per cent upon their subscriptions within a certain time, this

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