Officers.

Conditions precedent to suit to recover
stock fraudulently procured, see
Action or Suit, 1.
Joinder of parties plaintiff in action to
compel accounting for profit, see
Parties, 3.

3. A director and manager of a corpo-
ration is a trustee for stockholders. Black
v. Simpson, 46: 137, 77 S. E. 1023,
C.

-.

-

S.

other adequate remedy. Beidenkopf v. Des
Moines L. Ins. Co. 46: 290, 142 N. W. 434,
Iowa, -.

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9. The right to maintain suit against
the individual stockholders of an insolvent
corporation to enforce their liability on un-
paid stock subscriptions does not constitute
such a plain, full, adequate remedy at law
as to defeat a suit in equity by the receiv-
er against all stockholders, for the collec
tion and administration of the corporate
4. The president of a corporation who, assets as a trust fund for the benefit of the
with knowledge that a bank will not renew creditors. Dill v. Ebey, 46: 440, 112 Pac.
a note of the corporation without his guar-973, 27 Okla. 584.
(Annotated)
anty, telegraphs à request for renewal with Dissolution; insolvency.
the assurance that he will arrange things
satisfactorily upon his return, assumes the
obligation of guarantor on the note accept-
ed in accordance with such request. Ex-
change Nat. Bank v. Pantages, 46: 484, 133
Pac. 1025, Wash.
(Annotated)

Capital; stock and stockholders.
Conditions precedent to suit to recover
stock fraudulently procured, see
Action or Suit, 1.
Stockholders in bank, see Banks, 1–3.
Validity of guaranty of dividends by
corporation, see Contracts. 5.
Effect of laches on rights of, see Limi-
tation of Actions, 1.

Tax on transfer of stock see Taxes,
45.

Lapse of bequest of stock by exchange
thereof for bonds, see Wills, 5.
5. Shares of the capital stock of a cor-
poration, and their ownership, are created
by the payment or agreement to pay for
stock accepted by the corporation. United
States Radiator Corp. v. State, 46: 585, 101
N. E. 783, 208 N. Y. 144.

6. A contract by a corporation to re-
turn to a subscriber within a certain time
the amount paid for his stock, which he is
permitted to keep, is, in the absence of earn-
ings sufficient to justify dividends of that
amount, in contravention of a constitutional
provision that corporations shall not issue
stock except to bona fide subscribers there-
for, nor issue any obligations for the pay-
ment of money except for money or prop-
erty received or labor done. Jorguson v.
Apex Gold Mines, 46: 637, 133 Pac. 465,
Wash.

7. A dissenting minority stockholder in
a corporation cannot take advantage of the
fact that the majority purchased stock of
other holders for less than its value before
selling all the assets of the company, un-
less they can establish a general scheme to
defraud of which the sale attacked is mere-
ly a part. Beidenkopf v. Des Moines L. Ins.
Co. 46: 290, 142 N. W. 434, Iowa,

S. Equity will not interfere to prevent
the confirmation of a sale by the majority
stockholders of the property of a business
corporation, even though it is not insolvent,
if, acting without fraud and upon reason
able ground, they conclude that the exigen-
cies of the business and the best interests
of all concerned require it, at least if the
protesting members will not be likely to
suffer any injury for which there is no

10. The sale of all the assets of the cor-
poration is not necessarily a dissolution
within the meaning of a statute requiring
unanimous consent of all the stockholders
to a dissolution. Beidenkopf v. Des Moines
L. Ins. Co. 46: 290, 142 N. W. 434,
Iowa, -.

11. The receiver of an insolvent corpora-
tion cannot, without a decree of dissolu-
tion, maintain a bill to set aside a set-off
by a bank of a fund deposited by the cor-
poration with it, upon its unmatured note
to the bank, as an unlawful preference to
an indorser of the note. Hayden v. Citi-
zens Nat. Bank, 46: 1059, 87 Atl. 672, 120
Md. 163.

able by the courts. Ekern v. McGovern, | requirement is a judicial function. Seward
46: 796, 142 N. W. 595, Wis.
v. Denver & R. G. R. Co. 46: 242, 131 Pac.
980, N. M.

-

3. On grounds of public policy the
court will not act coercively as to the gov-
ernor except in case of extreme urgency.
Ekern v. McGovern, 46: 796, 142 N. W. 595,
Wis.

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Original jurisdiction of appellate court.
11. The supreme court may, in aid of its
original jurisdiction in quo warranto to
punish a foreign insurance company for at-
4. The public policy which protects the tempting a usurpation and abuse of power,
governor as a co-ordinate department of issue a temporary restraining order to pre-
the government from being interfered with vent such conduct pending the hearing.
by judicial mandate, except in dire emer-State ex rel. Barker v. Assurance Co. 46:
gency, does not apply with full force to sub- 955, 158 S. W. 640,
Mo.-.
ordinates, acting by his authority. Ekern Interference with other courts; injunc-
v. McGovern, 46: 796, 142 N. W. 595,
tion.
Wis. -.

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12. An injunction will not be granted by
5. The court has no power under a the courts of one state to restrain the pros-
Constitution dividing the government into ecution of an action on promissory notes
departments, to review by direct proceed-in another state, where the only basis for
ings the action of the governor in removing the application is that the notes are con-
a mayor for cause under authority con- tracts of the former state, that both par-
ferred by statute, although the proceeding ties and the complainant's witnesses reside
for removal is quasi judicial. Germaine v. in the former state, and that the complain-
Ferris, 46: 857, 142 N. W. 738, Mich..ant has no property in the other state,
6. While the power of removal of an
officer for cause established by satisfactory
proof is administrative in character, as dis-
tinguished from that judicial power lodged
by the constitution only in courts, it in-
cludes that species of judicial power denom-
inated quasi judicial and, as to that
element, the result of the exercise of the
power is reviewable by the court as to all
matters of jurisdiction. Ekern v. McGov-
ern, 46: 796, 142 N. W. 595, Wis. -

7. A constitutional provision conferring
upon the supreme court jurisdiction to re-
view an order of the state corporation com-
mission, and providing that the said court
"shall have the power, and it shall be its
duty, to decide such cases on their merits,"
does not confer upon the court power to
enter an order other than that under re-
view, but only gives the court power to de-
termine the reasonableness and lawfulness
of the order made by the commission, and
whether the corporation shall be compelled
to comply with such order. Seward v. Den-
ver & R. G. R. Co. 46: 242, 131 Pac. 980,
N. M.

8. Executive recognition of the obliga-
tion of the United States to surrender its
own citizens under the extradition treaty
with Italy of 1868, and the supplemental
treaty of 1884, notwithstanding the refusal
of the Italian government to surrender fu-
gitives of Italian nationality committing
crimes in the United States, is a waiver of,
the breach, if any and leaves the treaty in
force as the supreme law of the land, which
must be recognized by the courts. Charlton
v. Kelly, 46: 397, 57 L. ed. 1274, 33 Sup. Ct.
Rep. 945, 229 U. S. 447.

9. Legislative declaration as to the
construction to be given to a previous stat-
ute is not conclusive on the courts. Straub
v. Lyman Land & Invest. Co. 46: 941, 138
N. W. 957, S. D.

-

where there is nothing to show that the
laws of the other state differ in any re-
spect from those of the former state, or that
the complainant will not receive the full
benefit of the statute of the former state
upon which he relies as a defense to the
notes. Freick v. Hinkly, 46: 695, 141 N.
W. 1096, 122 Minn. 24.

COVENANTS AND CONDITIONS.
In mining lease, see Contracts, 4.
Implied.

1. A conveyance of seven eighths of the
timber and minerals on a tract of land, in
consideration of the delivery of the other
eighth to the owner, contains the implied
condition that operations for their removal
shall be begun within a reasonable time,
although the property is located in a
mountainous region without access to mar-
ket, if, at the time the deed is made, a rail-
road is projected to run in the vicinity of
the property, although it was not built un-
til many years afterward. Eastern Ken-
tucky Mineral & Timber Co. v. Swann-Day
Lumber Co. 46: 672, 146 S. W. 438, 148 Ky.
82.

2. The omission from a conveyance of
the timber and minerals on a tract of land,
of a stipulation as to when development
operations shall begin, or of a condition re-
serving the right of re-entry for inaction,
will not prevent the enforcement of implied
conditions that they shall be begun within
a reasonable time. Eastern Kentucky Min-
eral & Timber Co. v. Swann-Day Lumber
Co. 46: 672, 146 S. W. 438, 148 Ky. 82.
(Annotated)

What constitutes a breach.

3. The erection on the rear of a lot of
a stable for use in a drayage, express, and
plumbing business is a violation of a cove-
nant in a deed of a city lot that not more
than one dwelling house shall be erected
on the lot, which shall cost not less than

10. While the fixing of rates, or the de-
termination of the facilities to be afforded, a specified amount, and not to be used for
in the first instance, is a legislative ques- manufacturing, mechanical, or business pur-
tion, the determination of the reasonable-poses of any kind. McNeil v. Gary, 46:
ness and lawfulness of the rate or other 1113, 40 App. D. C. 397.

3. One indictment for an offense is not liable for the difference between the price

Wash.

-

which he is compelled to pay under his
contract and the market price plus the cost
of sending the message, although he is not
shown to have ultimately suffered loss in
the transaction. Henry v. Western U.
Teleg. Co. 46: 412, 131 Pac. 812,
(Annotated)
5. To determine the damages to be paid
by a telegraph company for error in trans-
mitting a message quoting prices on sheep,
their market value may, where there was
no market where they were located, be de-
termined by the ruling price at the nearest
market, less cost of getting them there and
the probable shrinkage in transportation.
Henry v. Western U. Teleg. Co. 46: 412, 131
Pac. 812, Wash.

Fraud.

-.

5.

6. One third of the present value of the
property is not the proper measure of dam-
Under an amendment of a statute
ages in case a parent induces a woman to permitting recovery for death caused by
marry her son by fraudulently represent-negligence by omitting the reference to negli-
ing that the son is the owner of a specified
parcel of real estate. Beach v. Beach, 46:
98, 141 N. W. 921, Iowa,
Personal injuries; death.
Prejudicial error as to, see Appeal and
Error, 27.

-.

7. A spectator injured at a baseball
game who is entitled to recover of the man-
agement for such injuries is entitled to re-
cover as special damages the reasonable
value of the nursing necessitated on account
of the injury, notwithstanding such nursing
was rendered by a member of the family
without expectation of payment. Wells v.
Minneapolis Baseball & A. Asso. 46: 606, 142
N. W. 706, 122 Minn. 327.

8. $15,000 is not excessive to award to
a man twenty-three years old, struck by a
train at a railroad crossing and rendered
unconscious for six or eight hours; his skull
slightly fractured; his hip socket fractured
so that he could not walk without help for
a year; his nervous system shocked; his pel-
vic bone and lower spinal processes dis-
placed, causing partial paralysis; and his
ability to work at his trade, from which he
was earning $125 a month, destroyed. Wal-
ters v. Chicago, M. & P. S. R. Co. 46: 702,
133 Pac. 357, Mont.-.
Injury to real property; nuisance.

Review of, on appeal, see Appeal and
Error, 17.

9. The measure of damages for de-
struction of a meadow by fire is the cost
of reseeding it plus the rental value of the
property during the time its owner is de-
prived of crops therefrom by reason of the
fire. Couch v. Kansas City, S. R. Co. 46:
555, 158 S. W. 347, Mo. -.

10. The removal or destruction of or
damage to trees planted by a lot owner
or his grantor, and growing upon that
part of the street contiguous to his lot,
is a proper element of damages for change
of street grade so far as it may affect the
difference in the value of the property
before and after the change of grade.
Stocking v. Lincoln, 46:107, 142 N. W. 104,
Neb. -.

gence, and permitting a recovery in all
actions surviving to an administrator for
injuries resulting in death, a recovery can
he had for death resulting from injuries
intentionally inflicted, although the statute
provides that the action must be brought
within one year "from the neglect com-
plained of." Kling v. Torello, 46: 930, 87
Atl. 987, Conn.
(Annotated)

DEBATES.

Resort to debates in Congress in de-
termining meaning of interstate
commerce act, see Statutes, 4.

DEBTOR AND CREDITOR.
When relation of debtor and creditor
between attachment creditor and
surety on bond arises, see Attach-
ment.

As to exemption, see Exemptions.
Conveyances fraudulent as to creditors,
see Fraudulent Conveyances.
As to garnishment, see Garnishment.
Joint creditors and debtors, see Joint
Creditors and Debtors.

DECEDENTS.

Administration of estates of, see Exec-
utors and Administrators.

DECEIT.

See Fraud and Deceit.

DECLARATIONS.

Evidence of, see Evidence, 15, 16.
In pleading, see Pleading, 4-6.

DEEDS.

Cancelation of, see Cancelation of In-

struments.

Covenants in general, see Covenants and
Conditions.

Creation of base or determinable fee
by lease, see Landlord and Tenant,
1.

DE FACTO OFFICERS.
See Officers, 4.

Creation of, by lease, see Landlord and J.
Tenant, 1.

DETINUE.

See Replevin.

DICE.

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2. Although it is ordinarily the duty
of a husband who has been deserted by his
wife to make proper approaches to her and
sincere efforts to induce her to return to
him, where it is apparent that such ap
proaches and efforts would be entirely fu

Sending through mails offer to sell tile, no such duty devolves upon him.
loaded dice, see Postoffice.

DIRECTORS.

Rogers v. Rogers (N. J. Err. & App.) 46:
711, 86 Atl. 935, N. J.
3. The mere fact of a failure to provide

-

Of corporations generally, see Corpo-sufficient support for a wife does not con-
rations, 3.

46 L.R.A. (N.S.)

stitute desertion by the husband under the