But if we accept the view of the Court as to the effect of the law; if the tax is to be regarded as falling on the individual nonresident stockholders, the corporation acting merely as agent for payment, it is submitted that the law in question violated Art. IV, Sec. 2, U. S. Constitution ("the citizens of each State shall be entitled to all privileges and immunities of citizens in the several States"), and that the reasoning of the court is open to question. The court argues: (a) that "privileges and immunities" under Art. IV, Sec. 2, are "those civil rights belonging to all citizens of the State" by virtue of their citizenship"; (b) that uniformity of taxation could not be insisted on by citizens of Connecticut among themselves; that the legislature could divide them into classes on the basis of residence within the State and tax these classes unequally; (c) that therefore the legislature could classify shareholders in its domestic corporations on the basis of residence in and out of the State and might tax these two classes differently. There is here a non sequitur. We cannot say that because A has only those rights which B has, and B has not right X, therefore A has not right Y. Citizens of Connecticut may not have the right to insist on "uniformity" and "equality" in taxation of classes within the State; but they can protest against special taxation. Now it is this right to immunity from special taxation which the statute in this case invaded. Each non-resident was taxed differently from all citizens of Connecticut, without regard to classification of citizens within the State. [For a case where non-residents were properly classified, see Redd v. St. Francis, in 17 Ark., 416 (1856)]. This amounted to special taxation of each non-resident shareholder. For "special taxation," if used within reference to A. B, a citizen of Connecticut, would mean that A B, without regard to classification of citizens within the State, had been taxed differently from all other citizens of the State.

TAXATION-SITUS OF STOCK.-It was further contended by the Court in State v. Traveler's Ins. Co., that by purchasing shares of stock in a domestic corporation, non-residents participated in the grant of a corporate franchise; that the discriminating tax was incidental to the grant (the defendant's charter in this case was amendable or repealable at pleasure); that, therefore, the obligation to submit to the discriminating tax was incidental to the acceptance and enjoyment of the grant. Can a distinction, then, be drawn between natural tangible property, and property artificially created by the Legislature? May a State impose a special tax on shares of stock in one of its own corporations, when owned by non-residents, on the ground that the State created the property? It is submitted that this theory (25 Am. and Eng. Cyc. of L., 664) is unsound and finds no support in those cases cited to sustain it, which recognize only the power of the State to fix the situs of shares in a domestic corporation within the State for purposes of taxation, to the extent of separating this situs from the residence of the owner. This

power of the State may be conceded. A State when creating property may specify its attributes, e. g., that it can never wholly be removed out of the State so as to become untaxable therein; that shares owned by a non-resident shall be deemed to exist at a certain place within the State (semble, even though the local tax rate at that place be the highest within the State). The creating power may make a "law for the property," Tappan v. Bank, 19 Wall., 490 (1873); per WAITE, C. J., i. e., define its nature. But once the nature of the property is fixed, once the attribute of salability is given to it, it cannot then be treated specially when non-residents are concerned with it. The case of Stockholders v. Board et al., 13 S. E., Va., 407 (1891), and American Coal Co. v. County Comr's 59 Md., 185 (1882), (Cf., 57 Md., 31; Thompson on Corporations, § 2849) recognized only the right to fix the situs of stock owned by non-residents. In these cases the stock, once its situs had been determined, was all liable to municipal taxation. Any difference in the degree of taxation arose from the location of the stock, not from a special tax founded on non-residence of the owners.

In Corfield v. Coryell, 4 Wash. C. C., 371, 381 (1823) [quoted with approval, Blake v. McClung (172 U. S., 239, 1898)], "the right to take, hold, and possess property "of every kind," was recognized as one of the "privileges" guarded by Art. IV, Sec. 2, U. S. Constitution. Are not shares of stock to be included in this classification?

If a State wishes to tax shares, in its own corporations, owned by non-residents, which would ordinarily escape taxation, it must either impose a special tax on corporations, to be borne by all stockholders; or else fix the situs of the shares by legislation, and thus subject them to local taxation.

RECENT DECISIONS.

AGENCY-CORPORATE ENTITY.-Plaintiff was engaged by defendant, an insurance company, for a term of years as General Manager of Agencies," having entire charge of securing business for the corporation, and was discharged at the end of six months because he had solicited proxies in a manner warranting the supposition that they would be voted to continue the existing Board in office, from the policyholders of the company, who were also the shareholders, authorizing a member of the Board of Directors to vote their shares, but with the intention that the proxies should be used to oust the existing Board. The trial Court found that the plaintiff acted in good faith, and awarded him $50,000 damages, which decision was reversed by the Appellate Division and a new trial ordered, on the ground that the plaintiff had been guilty of a breach of faith as an agent towards his principal. Townsley v. The Bankers' Life Insurance Co. of the City of New York, 55 App. Div.*

This decision of the Appellate Division seems to be open to criticism, for two reasons. In the first place, the Court applies the rule that an agent owes his principal the utmost good faith in matters within the scope of his agency (citing i Am. & Eng. Enc. of Law, 2d Ed., p. 1071; 1 Story's Eq., 9th Ed., p. 304; Mechem on Agency, § 454) to a matter wholly outside and collateral to the agency, where it is inapplicable. Mechem on Agency, 1st Edition, § 460; Collins v. Sullivan, 135 Mass., 461 (1883). It was no part of the plaintiff's duty to solicit proxies, and in so doing he was not acting as an agent of the company. It cannot be said that the plaintiff would have been subject to an action had any stockholder felt aggrieved. In the second place, the Court fails to distinguish between the corporate entity and the policyholders, saying that "there is no distinction to be drawn between the corporation and its members," a statement which cannot be supported. The Queen v. Arnaud, 16 L. J., Q. B., N. S. 50 (1846); Gallegher v. Germania Brewing Co., 53 Minn. 214 (1893). Bearing this in mind it is plain that any duty owed by the plaintiff as agent was due to the corporation, his employer, and not to the stockholders, with whom he had no contract relation whatever, and the plaintiff was not guilty of a breach of faith towards his employer by deceiving a third party. Even taking the position that a shareholder while voting is doing a corporate act, and consequently is an agent for the time, the situation of the defendant is not improved, as from that point of view the finding of the trial Court that the plaintiff was acting in good faith becomes important. Unless the plaintiff would be liable for deceit in an action brought by the corporation for a fraud on the stockholder, it cannot be said that the breach of faith was toward his employer. AGENCY-SCOPE OF AUTHORITY-MEDICAL ATTENDANCE.-A laborer employed by the defendant contractor was severely injured through the negligence of a fellow-servant. The foreman in charge hired a surgeon. Held, that the surgeon cannot recover his fees from the contractor. shaw v. Struck, 58 S. W. 781. (Ky., Oct. 31, 1900).. See notes. ATTACHMENT-OF NON-RESIDENT'S INTEREST IN STOCK OF FOREIGN CORPORATION PLEDGED TO RESIDENT.-Assuming transfer by pledgor to pledgee conferred apparent title and enabled enforcement of security by Sale, Held, where certificates of stock of foreign corporation belonging to a non-resident are in possession of a resident as pledgee, the interest of pledgor can be attached by service of notice on pledgee under Sect.

Not yet reported.

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649, subd. 3, of the Code. Simpson v. Jersey City Contracting Co., 165 N. Y. 193 (Dec., 1900).

In Plimpton v. Bigelow, 93 N. Y. 592 (1883), plaintiff attempted to attach shares of non-resident in foreign corporation by levy on officer of corporation in N. Y. Held, situs of stock is domicile of corporation or of shareholder. Nor would it have mattered had the certificate been in the jurisdiction (Cook, Corporations, 485). A certificate is merely evidence of a right. But in Warner v. Fourth Nat. Bank, 115 N. Ý. 251 (1889), non-resident bank, X, pledged certain notes with resident, Y, to secure loan; held, on a claim against X, plaintiff could attach property in possession of Y under Sect. 649, subd. 3. Subject of attachment was the intangible chose in action, the right of X to receive surplus realized by sale of pledge.

In Plimpton v. Bigelow there was no property in the jurisdiction capable of attachment. But in case at bar, held, defendant had transferred to pledgee his interest in foreign corporation, retaining a right of action which, within Warner v. Bank, constituted property inside the State. Like a certificate, a bill or note is only evidence of a right. In support of this, R. R. Co. v. Schuyler, 34 N. Y. 30 (1865), might have been cited to effect that pledgee having title as between himself and pledgor, by virtue of possession of certificate with power of attorney, was as to latter a sort of trustee. Contra, the argument that pledgee had merely an irrevocable right to make himself owner of shares by transfer on books of company, and that, until the right was exercised, the property remained in defendant outside the jurisdiction. However, the Court seems to have chosen the first alternative.

CARRIERS OF PASSENGERS-STATION ACCOMMODATIONS AT DESTINATION.A passenger was injured by falling from an unrailed platform after getting off defendant's train at an unlighted station where there was no station agent. Held, she continued to be a passenger until she had a reasonable time, under all the circumstances, to leave the station. Chicago, R. I. & P. Ry. Co. v. Wood, 104 Fed. 663 (C. C. A. Kan., Oct., 1900).

Carriers are bound to provide safe and convenient modes of access to and departure from their trains. Hutchinson on Carriers, § 516. In holding that this plaintiff was, at the time, entitled to the privileges of a passenger, the Court has taken one step in advance of the recorded decisions, but a step which inevitably resulted from them. Carpenter v. Railroad Co., 97 N. Y. 494 (1884); Brassell v. Railroad Co., 84 N. Y. 241 (1881); Railroad Co. v. Riley, 39 Ind. 568 (1872); McKimble v. Railroad Co., 139 Mass. 542 (1885); Pennsylvania Co. v. McCaffaey, 173 Ill. 169 (1898); Ry. Co. v. King, 99 Fed. 251 (Ky., 1900).

CONSTITUTIONAL LAW-TAXATION-RIGHT OF A STATE TO IMPOSE A SPECIAL TAX ON DOMESTIC CORPORATIONS FOR SHARES OF STOCK HELD BY NONRESIDENTS.--By Sections 3836 and 3916, Gen. St. of Connecticut, amended 1897, shares of capital stock in certain domestic corporations, when owned by resident stockholders, were made subject to municipal taxation; but in the case of non-resident stockholders the secretary of the company was required to file with the State Comptroller a list giving the number and value of the shares held by each, and to pay annually to the State one and one-half per cent. of the said value. The defendant corporation refused to pay the tax demanded of it in 1898 on the value of its shares owned by non-residents. Suit to recover the amount of the tax. Held, on demurrer which assumed that the burden of the tax for the year under these sections of the law would bear more heavily on non-residents than on residents: that the provisions of the law were constitutional. Judgment for plaintiff. State v. Traveler's Ins. Co., Sup. Ct. of Errors of Conn. 47 Atl. 299 (Oct. 17, 1900.) SEE NOTES.

CONTRACTS INDEFINITENESS OF PRICE-NOMINAL DAMAGES.-Breach of a contract to accept news for a certain unexpired time," price not to exceed $300 per week.' Defense, inability to agree on intermediate price, maximum only being fixed. Nominal damages awarded on ground that

indefiniteness of price precluded recovery of substantial damages. United Press Co. v. New York Press Co., 58 N. E. 527 (N. Y., Nov. 1900).

The decision is peculiar in that the Court while holding that because an intermediate price was left to be agreed upon and contract had no binding force, awarded nominal damages. It would seem that the instrument was, rather, void for indefiniteness. Clark on Contracts, 63; Smoyer v. Roth, 13 Atl. 191 (Penn., 1888); Brown v. N. Y. Central, 44 N. Y. 79 (1870); Buckmaster v. Consumers Ice Co., 5 Daly, 313 (N. Y. 1874); Acebal v. Levy, 10 Bing. 376 (Eng., 1834). The argument of the principal case goes to show not an actual infringement of a right, but an incomplete and unenforceable instrument. To be distinguished from Kennedy v. McKone, 10 App. Div., 88 (N. Y., 1896). Though this contract contained a similar term, it had been executed, and recovery was quantum valebat. Nominal damages, however, in the principal case did not carry costs, and the judgment is virtually for the defendant.

DOMESTIC RELATIONS-ALIENATION OF AFFECTIONS.-In a suit by the husband against the parents of his wife for the alienation of her affections, the lower court charged that if the separation were caused by the active interference of the parents, the plaintiff was entitled to recover. Held, erroneous. Oakman v. Belden, 47 Atlantic, 553 (Me., 1900).

This instruction would be too broad in a suit for alienation of affections against a stranger; the better doctrine being that one is not liable unless his statements to the wife were unfounded; or, these being true, his motives are shown to have been dishonest. Tasker v. Stanley, 153 Mass. 148 (1891). However, there is authority to the effect that the husband may recover for any active interference by a stranger. Modisette v. McPike, 74 Mo. 636 (1881).

When, as in the principal case, a parent of the wife is sued, his interest in the welfare of his child is so far recognized that pure motives and reasonable grounds for his belief will protect him, though the information upon which he acted prove to be erroneous. Bennett v. Smith, 21 Barb. 439 (N. Y., 1856); Holtz v. Dick, 42 Ohio St. 23 (1884).

It has been held that good faith alone on the part of the parent is a sufficient defence, without regard to the actual circumstances of the case, Tucker v. Tucker, 74 Miss. 93, (1896), though the other rule seems better calculated to discourage officious interference.

GROSS NEGLIGEnce-Definition.--Held, it was error to authorize the jury to find for an injured employé without proof of gross negligence on the part of his superiors. Gross negligence is defined as "the failure to use such care as careless and inattentive persons usually exercise under like circumstances." Ill. Cent. Ry. v. Coleman, 59 S. W. 13 (Ky., Nov. 22, 1900).

The definition of gross negligence given by the Court shows the difficulty of an attempt to solemnly give an exact meaning to the term. An undefined degree of aggravated negligence known as gross negligence seems to be recognized in cases arising under contract exemptions of carriers for damage caused by negligence of servants, but the Supreme Court has refused to attempt a definition. Steamboat" New World" v. King, 16 How. at p. 474 (1853), Ry. Co. v. Lockwood, 17 Wall. at p. 382 (1873). The use of the term in the principal case, implying an exception to the fellow-servant rule, will result, if followed in the jurisdiction, in a breakdown of the rule, which the most recent decisions elsewhere are tending to even strengthen. C. & E. I. Ry. v. Myers, 83 Ill. App. 469 (1898). Malay v. Mount Morris Electric Light Co., 41 App. Div. 574 (N. Y. 1899). Duncan v. A. & P. Roberts Co., 194 Pa. St. 563 (1900).

INSURANCE (MARINE)-EXAMINATION SUBSEQUENT TO Loss.-By the terms of the policy no suit was maintainable unless the insured submitted to an examination in case of loss. Defense, that owner refused to state price paid for vessel. Vessel was bought at a receiver's sale, Held, under the