1. When Dissolution Is Effected. Under N, Y. act of March 22nd, 1811, a manufacturing corporation, having ceased to act as a manufacturing company, and being without funds, and indebted, is dissolved so far as to give its creditors a remedy against the individual stockholders. Briggs v. Penniman, 8 Cow. (N. Y.) 387.

A corporation, incorporated under New York act in relation to manufacturing corporations, for twenty years allowed all the corporate property to be sold on execution, and had wholly ceased to act in any manner for nearly two years, and had utterly abandoned the objects of the corporation; the stockholders also, upon a bill against them, under the statute, either suffered the bill to be taken pro confesso, or denied that they were corporators. Held, that the corporation was dissolved, though but a small part of the time for which it was incorporated had elapsed. Slee v. Bloom, 19 Johns. (N. Y.) 456.

But under the statutes of New York, a manufacturing corporation which has become actually insolvent, and suspended business by a resolution for less than a year, having, however, buildings, machinery, etc., by which to carry on its business, is not dissolved. Bradt v. Benedict, 17 N. Y. 93. And a lease by the stockholders of a manufacturing corporation of all its property, to its president for two years, though the business was carried on as before, held a suspension of its ordinary business for the period of more than one year, in violation of 2 N. Y. Rev. Stat. 4634, §§ 38, 56, and a forfeiture of its franchise. Conro v. Gray, 4 How. (N. Y.) Pr. 166.

July 18th, 1863, being an act to provide for incorporating companies for mechanical and other purposes, expressly confers power on these courts to dissolve such corporations. Com. 7. Slifer, 53 Pa. St. 71.

3. Denike v. New York R. L. & C. Co., So N. Y. 599.

Grounds for Dissolution.-It is no ground for dissolving a manufacturing corporation on the petition of a majority in number of the stockholders owning a minority of the stock, that one owner of the majority of the stock has for many years controlled the election of officers and elected himself agent and clerk; that he has for a long time managed the business "according to his own will and choice, regardless of the wishes and interests of the petitioners"; that, according to his statement, the corporation has been doing a losing business for many years; that he has refused to make any change in the business or to purchase the shares of the petitioners; and that, if the business were skilfully and properly managed it might be made a source of profit to all concerned. Pratt v. Jewett, 9 Gray (Mass.) 34.

Neglect on the part of a corporation for a greater period than one year to pay its debts is sufficient to justify an action for its dissolution. And such an action may be maintained by a stockholder of a manufacturing corporation organized and existing under the laws of this State. Kittredge . Kellogg Bridge Co., 8 Abb. N. C. (N. Y.) 168.

Defendant, a corporation formed under the New York General Manufacturing act of 1848, to manufacture etc. certain machines under letters patent specified in the certificate of its incorporation, in order to prevent ruinous competition and litigation, entered into an agreement with a rival company under which the patents of both com

2. Pa. act of April 9th, 1856, does not restrict the power of the courts of common pleas to dissolve corporations to any class of corporations. Act of

MARE.-See note I.

mind, much less in any critical use of the language, that it can be declared as a matter of law, by its own force, to convey a direct imputation of any specific indictable offence."

1. In Ware . Juda, 2 Car. & P. 351, an allegation in the declaration that the plaintiff lent a horse is supported by evidence that what he lent was a "mare."

"Mare" Not Included in "Cattle."-2 W. Bl. 721; 2 East Pl. Cr. 1074.

Mare. The Sea. Rap. & Law. L. Dict.

Mare Clausum.-The sea closed, or close.

Mare Liberum.-The sea free.

The statute 9 Geo. I, ch. 22, was designed to extend the offences described in 22 and 23 Car. II, ch. 7, and therefore horses, mares and colts, are included in the word cattle. The words of the statute are: "That if any person shall unlawfully and maliciously kill, maim or wound any cattle, he shall suffer death without benefit of clergy." Paty's Case, Leach, C. C. 72.

2. Bouv. L. Dict. The effect of the contract is that the broker, upon the performance of certain conditions by the customer, will buy and hold a certain number of shares, and in case any advance accrues and is secured by a sale, made under the direction or authority of the customer, he shall enjoy the benefit of it, and in case a loss ensues, the broker having performed the contract on his part, the customer shall bear it. Markham v. Jandon, 49 Barb. (N. Y.) 462.

In Baker . Drake, 66 N. Y. 518. Plaintiff employed defendants to purchase stocks for him upon margin, he agreeing that all transactions in stocks should be in every way subject to the usages of defendants' office. In an action for conversion, by an alleged sale without notice, of stock purchased, defendants offered to prove that it was the custom of their office to sell on account of failure to furnish sufficient margin at the Stock Exchange without giving notice to the customer of the time and place of sale. This offer was rejected. This offer was rejected.

Held (CHURCH, C. J., ANDREWS and MILLER, JJ., dissenting) error. See also Gregory v. also Gregory v. Wendall, 40 Mich. 432.

In McNeil v. The Tenth Nat. Bank of New York, 55 Barb. (N. Y.) 59, the court held that where certificates of stock are deposited with a broker, by a customer, as margin, or additional security against loss to him while carrying other stock for the depositor, the transaction is in law a pledge; and being such, annexing to the scrip pledged a power of attorney from the owner authorizing the transfer of the scrip does not change the character of the transaction, but is merely a necessary act to put the pledge in a condition to be available as such, in case of the pledgor's default. As between the pledgor and the pledgee, in such a case, the latter has no legal right, secretly or without the knowledge of, or notice to, the pledgor, to sell the stock pledged. The use of the certificates of stock by the pledgee, beyond the mere purpose of a pledge, or margin, is tortious, if not felonious. And a transfer of the certificates by the broker to a third person gives no title to the latter as purchaser, though he pays a valuable consideration therefor, and though the scrip has a blank power of attorney attached; and even though such person believed he was dealing with a person who had authority to sell. This is the rule in regard to every species of personal property, except commercial paper.

Purchase and Sale of Stock on Margins. In purchases and sales of stock on “margins," the customer deposits with the broker as security a sum of money equal to but a small part of the value of the stock involved. This sum of money is the "margin." In these purchases and sales on margins, frequently no stock passes, nor is intended to pass, but merely the ultimate profit or loss called "differences" is paid; the losing customer loses the whole or part of his margin, the winning customer getting back his margin and also the profits, less commissions. Cook on Stock (2nd ed.) 457.

This Is a gambling contract, and, whether in or out of the stock exchange, is not enforceable where there is proof of an intent not to actually deliver the stock. McBurney v. Martin, 6 Conn. 502. See generally GAMBLING CONTRACTS, vol. 8, p. 1013.

But a "Margin" Transaction Is not Necessarily Gambling and Invalid.-In Hatch v. Douglas, 48 Conn. 116, the court observes: "It is pretty evident that the parties did not contemplate that the stock should be actually transferred to the defendant. The defendant (customer) through his agents, the plaintiffs, actually purchased the stock, and there was an actual delivery, not to the principal, but to the agents for the principal. The brokers knew that the defendant was speculating, and that they advanced him money for that purpose. But that was neither illegal nor immoral. No case has been decided which declares such a contract illegal. If we should so hold it would be difficult if not impossible to draw the line between legal and illegal transac

tions."

The broker is bound to keep on hand the amount of stock so held on margin, i. e. pledged. Taussig 7. Hart, 58 N. Y. 425; Rogers v. Gould, 6 Hun (N. Y.) 229. See generally STOCK BRO

KERS.

1. Margin of a Creek.-A boundary on the margin of a creek, or river, seems to be the very dividing line between the water and the land, the line touching both. It is synonymous with shore,which PARSONS, C. J., says in Storer v. Freeman, 6 Mass. Rep. 439, when applied to the sea, "must be understood to mean the margin of the sea in its usual and ordinary state. Thus, when the tide is out, low water mark is the margin of the sea, and when the sea is full, the margin is high water mark. In analogy to the margin of the sea, it would seem that the margin of a fresh water river or creek must be the ordinary water mark. Ex parte Jennings, 6 Cow. (N. Y.) 547

In The Indiana Central Canal Co. v.

The State, 53 Ind. 589, the court held that the governor, having been directed by law to execute and deliver to the purchaser a "deed for the bed for the Northern Division of the Central Canal, including its banks, margins, tow-paths, side cuts, feeders, basins, right of way, dams, water power, structures, and all the appurtenances thereunto belonging," these words contain a specification of things included in the sale, and are each to be so construed as, if possible, to have effect, and the word "margins" is to be interpreted as embracing something distinct from the banks, tow-paths, side cuts, feeders, basins, right of way, dams, water power, and structures, and to embrace something adjacent to the canal, but distinct from these, and the purchaser had a right to suppose, if not otherwise informed, that any property belonging to the State adjacent and on the margin of the canal which had been appropriated or set apart or occupied by the State for canal uses, or was reasonably necessary for such uses, was included within his purchase.

In a suit to reform a deed to land sold as "bounded on" an artificial lake, and simultaneously resold with like description to defendant, who thereupon claimed an interest in the lake, evidence that defendant had, by an antecedent contract with the first vendor, agreed to buy the land under the lake, was proof of the intention of the parties to convey only to the margin of the lake, and the deeds should be reformed accordingly. Fowler v. Vreeland, 14 Atl. Rep. (N. J.) 116.

2. Marginal Note.-An abstract of a reported case, a summary of the facts, or brief statement of the principle decided which is prefixed to the report of the case, sometimes in the margin, is spoken of by this name. The marginal notes which appear in the statute books have not the authority of the legislature, and cannot alter the interpretation of the text. Rap. & Law. L. Dict. See also Marriage v. Great Eastern R. Co., 9 H. L. Cas. 32, and 31 L. J. Ex. 73.