COMMERCE. COMPLAINT. See Carriers; Master and Servant, 87%; See Pleading, 52. I. POWER TO REGULATE IN GEN- ERAL. 8 (N.Y.) Where a railroad operated ships in held that the state laws relating to employés 10 (N.Y.) Workmen's Compensation Law of III. MEANS AND METHODS OF REG- ULATION. COMPOSITIONS WITH CREDITORS. COMPROMISE AND SETTLEMENT. 5 (N.Y.Sup.) Where parties to a contract COMPUTATION. 80 (N.Y.) Workmen's Compensation Law of See Limitation of Actions, 50-130. CONCLUSION. Southern Pac. Co., 109 N. E. 600, 215 N. Y. See Pleading, 8. See Criminal Law, 338: Deeds, 133; See Bills and Notes; Carriers, 234; In- COMMON SCHOOLS. See Schools and School Districts. COMPENSATION. See Attorney and Client, 138-174; Brokers; COMPETENCY. surance, 147. 712; Perpetuities, CONSENT. See Intoxicating Liquors, 66. CONSIDERATION. See Contracts, 48-138. CONSOLIDATION. See Corporations, 581. CONSPIRACY. See Criminal Law, 387, 393; Witnesses, See Bankruptcy, 303; Criminal Law, 144-222. 825, 1172, 1174. 22; II. CRIMINAL RESPONSIBILITY. (B) Prosecution and Punishment. (B) Judicial Powers and Functions. 68 (N.Y.Sup.) The jurisdiction of a court of equity can be invoked only in matters of property and the maintenance of civil right, and not in matters of political nature. In re Ganley, 154 N. Y. S. 773. 47 (N.Y.) In a prosecution for conspiring to defraud the state by securing payment for highway work not properly done, evidence held sufficient to sustain a conviction.-People v. Dunbar Contracting Co., 109 N. E. 554, 21574 (N.Y.Sup.) A passenger on an interurban railway car, ejected for nonpayment of extra fare for failure to purchase a ticket, held not entitled to attack the reasonableness of such rule, under Public Service Commissions Law, 28, 29. Metzger v. New York State Rys., 154 N. Y. S. 789. N. Y. 416. 48 (N.Y.) In a prosecution for conspiring to defraud the state by securing payment for highway work improperly done, a charge on criminal intent held proper.-People v. Dunbar Contracting Co., 109 N. E. 554, 215 N. Y. 416. CONSTITUTIONAL LAW. VI. VESTED RIGHTS. 92 (N.Y.Sup.) There is no vested right that See Civil Rights; Criminal Law, ~393; Emi- the law shall continue to be unchanged.-Hall nent Domain, 1, 2; Highways; Insur- v. House of St. Giles the Cripple, 154 N. Y. ance, 3, 4; Jury, 19, 28; Master and S. 96. Servant, 162, 250 Municipal Corpora-106 (N.Y.) Workmen's Compensation Law tions, 29, 66, 73, 495, 871, 957; Naviga- of 1914, which deprives servants of their comble Waters, 37; Searches and Seizures; mon-law rights, giving new ones, is not unconTrade-Marks and Trade-Names, 41; Wit- stitutional.-Jensen v. Southern Pac. Co., 109 nesses, 300. N. E. 600, 215 N. Y. 514. II. CONSTRUCTION, OPERATION, 42 (N.Y.) An employer cannot attack the X. EQUAL PROTECTION OF LAWS. 238 (N.Y.) That Workmen's Compensation Act, exempting all those complying with it from further liability, does not compel an employé, injured within admiralty jurisdiction, to elect between his remedy thereunder and that in admiralty held not a denial of the equal protection of the laws.-In re Walker, 109 N. E. 604, 215 N. Y. 529. E.240 (N.Y.Sup.) The state's paramount power to impose restrictions on a business must be exercised in conformity with the constitutional requirement that the restrictions imposed shall operate with equality.-Stern v. Metropolitan Life Ins. Co., 154 N. Y. S. 472. 43 (N.Y.Sup.) By giving a bond pursuant to Agricultural Law, § 284, and receiving produce as a licensed commission merchant, the principal and surety on the bond waived their right to question the constitutionality of such statute.Iluson v. Richard B. Brown, 154 N. Y. S. 131. XI. DUE PROCESS OF LAW. 47 (N.Y.Sup.) In determining the constitu-251 (N.Y.Sup.) The rights guaranteed by tionality of a statute, it must be construed in Const. U. S. Amend. 5, are rights against fedthe light of what may be done under it, not eral, but not against state, interference or what has been done.-Stern v. Metropolitan abridgment.-People v. Mandel, 154 N. Y. S. Life Ins. Co., 154 N. Y. S. 283. 231. 48 (N.Y.Sup.) Where a statute is suscepti-275 (N.Y.Sup.) Insurance Law, § 91, held ble of two constructions, by one of which it an unconstitutional interference with the libwould be unconstitutional and the other not, erty of citizens, without due process of law, the latter construction should be adopted.-Stern though the superintendent of insurance has not v. Metropolitan Life Ins. Co., 154 N. Y. S. 472. arbitrarily exercised his power of excluding per sons from acting as solicitors.-Stern v. Metropolitan Life Ins. Co., 154 N. Y. S. 283. III. DISTRIBUTION OF GOVERN- (A) Legislative Powers and Delegation 62 (N.Y.Sup.) Insurance Law, § 91, providing that the superintendent of insurance may in his discretion refuse to issue or renew a certificate to an insurance agent, held not unconstitutional, as vesting the superintendent with an unrestricted discretion to grant or withhold a certificate at his pleasure.-Stern v. Metropolitan Life Ins. Co., 154 N. Y. S. 472. 301 (N.Y.) The Workmen's Compensation Law of 1914 held not to deprive employers of their property without due process of law, contrary to Const. U. S. Amend. 14, the act being justifiable under the state's police power.-Jensen v. Southern Pac. Co., 109 N. E. 600, 215 N. Y. 514. CONSTRUCTION. See Contracts, 153-233; Mortgages, 131-183; Statutes; Vendor and Purchasers, 79; Wills, 436-705. For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and KEY-NUMBER CONSTRUCTIVE TRUSTS. See Trusts, ~91. CONTEMPT. See Specific Performance, 132. III. PUNISHMENT. 78 (N.Y.Sup.) Under Code Civ. Proc. § 1241, an order adjudging plaintiff to be in contempt for failing to comply with a judgment of specific performance, and committing him until he shall pay the purchase money, is erroneous, where the money is collectible by execution. -Leerburger v. Watson, 154 N. Y. S. 577. CONTEST. See Elections, 275. CONTRACTS. statute, is illegal, and will not be enforced.— Hart v. City Theaters Co., 109 N. E. 497, 215 N. Y. 322. 138 (N.Y.) A plaintiff cannot recover where he predicates his cause of action on an illegal contract.-Hart v. City Theaters Co., 109 N. E. 497, 215 N. Y. 322. II. CONSTRUCTION AND OPERATION. (A) General Rules of Construction. 153 (N.Y.Sup.) A contract will, if possible, be construed so as to render it effective, rather than ineffective.-Maxwell v. Faust Co., 154 N. Y. S. 224. (F) Compensation. 231 (N.Y.Sup.) A contractor, who could not have finished the work within the stipulated time, even had the owner not caused any delay, could not recover an addition to the contract price payable on completion of the work within the stipulated time.-Cranford v. Brooklyn Heights R. Co., 154 N. Y. S. 16. 233 (N.Y.Sup.) A railroad construction contractor held not liable for expenses incurred by the company permitting another contractor to do a part of the work contrary to an arrangement made.-Cranford v. Brooklyn Heights R. Co., 154 N. Y. S. 16. laborers were to be charged to the contractor, Under a contract by which wages of railroad held, the wages paid by the railroad company were prima facie just wages.-Id. See Accord and Satisfaction; Action; Attorney and Client, 143; Bailment; Bills and Notes; Brokers; Carriers; Champerty and Maintenance; Chattel Mortgages; Compromise and Settlement; Corporations; Covenants; Criminal Law, 314; Customs and Usages; Damages; Deeds; Frauds, Statute of; Guaranty; Husband and Wife, 36; Injunction, 59-62; Insurance; Interest; Intoxicating Liquors, 82; Joint Adventures; Landlord and Tenant; Licenses; Liens; Master and Servant; Mechanics' Liens, 99; Money Lent; Money Received; Municipal Corporations, 358-376, 719; III. MODIFICATION AND MERGER. Partnership, 311, 349; Payment; Prin-245 (N.Y.Sup.) Persons entering into one cipal and Agent; Principal and Surety; Rail- contract may substitute another for it, when the roads, 99; Reformation of Instruments; former contract ceases to be binding on either Sales; Schools and School Districts, 80, of the parties.-Triangle Waist Co. v. Todd, 154 111; Set-Off and Counterclaim; Shipping; N. Y. S. 542. Specific Performance; Subrogation; Trusts, 35; Vendor and Purchaser; Wills, 68. I. REQUISITES AND VALIDITY. (D) Consideration. 48 (N.Y.Sup.) A seal upon a contract whereby a wife agreed to pay quarterly installments of money to her husband if he would refrain from attempting to obtain a place on the police force imported a consideration.-Werner v. Werner, 154 N. Y. S. 570. 50 (N.Y.Sup.) The general rule is that there is a sufficient consideration for a promise, if there be any benefit to the promisor, or any loss or detriment to the promisee.-Werner v. Werner, 154 N. Y. S. 570. 52 (N.Y.Sup.) Under a contract between a husband and wife, whereby the wife agreed to pay quarterly installments of money to her husband if he refrained from attempting to obtain a place on the police force, the husband's promise constituted a legal consideration.-Werner v. Werner, 154 N. Y. S. 570. (F) Legality of Object and of Consideration. 105 (N,Y.) A. contract violating the New York City Building Code, having the force of a V. PERFORMANCE OR BREACH. 277 (N.Y.Sup.) Where a subcontractor is entitled by his contract to a three-day notice to comply with the contractor's demands before being forced to stop work, strict proof of service of such notice is required.-Dempsey v. Northeastern Const. Co., 154 N. Y. S. 291. Where a subcontractor's contract entitles him to a three-day notice before being forced to stop work, personal notice must be given, in the absence of a showing that other notice was intended.-Id. 280 (N.Y.Sup.) Defendant's acts held not a breach of its contract to furnish plaintiffs space, window display, etc., so as to make it liable in damages.-Kahn v. Mahler Co., 154 N. Y. S. 478. Defendant's closing of its store within the term of its agreement to furnish plaintiffs floor space, window display, etc., so as to compel plaintiffs to discontinue business, held to give plaintiffs a cause of action for damages.-Id. 301 (N.Y.Sup.) A contractor under a contract, stipulating that he should not be entitled to any claim for any delay, could not recover damages for delay, though necessitated by a new plan.-Cranford v. Brooklyn Heights R. Co., 154 N. Y. S. 16. 319 (N.Y.Sup.) A contract for furnishing a. sprinkler system, providing that, if the work was discontinued because of fire, recovery could be had for materials, labor, and services furnished, allowed a recovery for preparing plans, although no part of the system had actually been installed.-H. G. Vogel Co. v. Reinhardt, 154 N. Y. S. 260. 321 (N.Y.Sup.) No recovery can be had on a contract for work on a building, where there has been no performance, or even substantial performance.-Schwartz v. Sable, 154 N. Y. S. 121. 322 (N.Y.Sup.) Where the testimony for and against plaintiff's claim for extra work was so evenly balanced that an award based thereon would rest on mere conjecture, held, that plaintiff was not entitled to such award.Dempsey v. Northeastern Const. Co., 154 N. Y. S. 291. Evidence in support of a contractor's counterclaim for extra work held insufficient to entitle him to an award therefor.-Id. VI. ACTIONS FOR BREACH. 332 (N.Y.Sup.) A complaint against those who assumed corporate liabilities must allege that the liability sued on existed against the corporation at the time defendants assumed the liabilities.-Nicholson v. Sprague, 154 N. Y. S. 461. 335 (N.Y.Sup.) Under Code Civ. Proc. 533, complaint in action on contract, seeking to recover reserve contract price, held insufficient, for failure to allege performance of conditions precedent.-Wright v. Larkin, 154 N. Y. S. 961. CONVERSION. See Wills, 684. CONVEYANCES. I. INCORPORATION AND ORGAN IZATION. 30 (N.Y.Sup.) In an action by the subsequent stockholders of a subway operation company against the promoter and the original directors of the company, to require an accounting for alleged misapplication of stock by its issuance to the promoter, held, that the company had no cause of action against the defendants.Continental Securities Co. v. Belmont, 154 N. Y. S. 54. Where rapid transit company had no cause of action against its promoter and its directors at the time of its organization for an accounting of stock issued to the promoter, the introduction of plaintiffs as later stockholders did not clothe the company with enlarged powers, so as to give plaintiffs a derivative right of action.-Id. 30 (N.Y.Sup.) A promoter of a corporation, owning a majority of the stock and in exclusive control, held to owe to minority stockholders duty to make disclosures on sale of their stock and account for profits.-McManus v. Durant, 154 N. Y. S. 580. IV. CAPITAL, STOCK, AND DIVIDENDS. (B) Subscription to Stock. 88 (N.Y.Sup.) Evidence viewed in the light of Stock Corporation Law, § 55, and held not to show such fraud in the acceptance of the assets and business of a lumber company in payment of a subscription to practically all the stock of a new corporation as rendered the subscriber liable on the stock subscription.Williams v. McClave, 154 N. Y. S. 38. (D) Transfer of Shares. 123 (N.Y.) When stock is pledged by a customer with a broker, it is sufficient if the broker See Chattel Mortgages; Deeds; Fraudulent has in his possession or under his control an Conveyances; Mortgages, COPYRIGHTS. See Customs and Usages, 17; Property. amount of stock equal to that hypothecated, which upon settlement he returns to the customer.-Carlisle v. Norris, 109 N. E. 564, 215 N. Y. 400. Literary125 (N.Y.) A "fly power" is a written assignment in blank whereby, when attached to a stock certificate, the stock may be transferred. -Carlisle v. Norris, 109 N. E. 564, 215 N. Y. 400. II. TITLE, CONVEYANCES, CONTRACTS, AND REGULATIONS. 48 (N.Y.Sup.) That the licensee of the right to perform certain musical compositions had given no performances for profit, held not to relieve him from his liability for the agreed monthly compensation.-Maxwell v. Faust Co., 154 N. Y. S. 224. CORPORATIONS. See Attorney and Client, 174; Banks and Banking; Carriers; Cemeteries; Discovery; Gas; Guaranty; Insurance; Judgment, 701; Limitation of Actions, 37; Mandamus, 126; Money Received, 6; Municipal Corporations; Property; Railroads; Street Railroads; Taxation, 117, 376, 895; Telegraphs and Telephones. 133 (N.Y.) Assignee of certificate of stock in foreign corporation, transferable upon the books, on refusal to make such transfer, might sue in equity to compel transfer or might sue at law for its value in trover or assumpsit, or for dividends declared on it, or to compel specific performance of contract.-Travis v. Knox Terpezone Co., 109 N. E. 250, 215 N. Y. 259. V. MEMBERS AND STOCKHOLDERS. (A) Rights and Liabilities as to Corporation. 187 (N.Y.Sup.) A majority stockholder, controlling and directing the corporation, owes to minority stockholders the duty to pay to them their just proportion of income and proceeds of For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and KEY-NUMBER 262 (N.Y.Sup.) The signer of a certificate of incorporation of a business corporation is estopped to deny stockholder's liability, on the ground that the debts were not valid debts of the corporation, that he had not paid 10 per cent. down on his stock, or that the full amount thereof had not been subscribed.-George Irish Paper Corporation v. White, 154 N. Y. S. 778. VI. OFFICERS AND AGENTS. (C) Rights, Duties, and Liabilities as to Corporation and Its Members. 308 (N.Y.Sup.) Where the vice president of a corporation received a salary without rendering any services, held, that she should be required to account for salary received when the company was running at a loss, but not for that received when it was running at a profit.-Williams v. McClave, 154 N. Y. S. 38. 308 (N.Y.Sup.) Verdict finding a contract between president of a corporation and the corporation, binding it to pay him a part of its profits, held against the weight of the evidence. -Young v. United States Mortgage & Trust Co., 154 N. Y. S. 400. 308 (N.Y.Sup.) In an action on an alleged agreement to give stock if plaintiff procured a third person to invest in the defendant corporation, evidence held not to sustain a finding that the president ever made, assented to, or ratified any such agreement.-Hill v. Troegerlith Tile Co., 154 N. Y. S. 535. Evidence held not to sustain a finding that the investment was brought about by the plaintiff.— Id. Evidence held insufficient to support verdict for $2,000.-Id. 310 (N.Y.Sup.) The directors of a corporation are not liable for errors of judgment, where they act without corrupt intent, with reasonable care, and in good faith.-Holmes v. Camp, 154 N. Y. S. 513. 320 (N. Y. Sup.) In stockholder's action against directors of lead company, owning ma jority of stock of trust company, complaint held not to show negligence in connection with loans made by the trust company.-Holmes v. Camp, 154 N. Y. S. 513. Complaint held not to show negligence of directors of lead company, owning majority of stock of trust company, in connection with compromise relative to loans by the trust company. -Id. Complaint held not to show negligence on part of directors of corporation owning stock in another corporation in failing to bring a stockholder's action against the officers of such other corporation for misconduct.-Id. 320 (N.Y.Sup.) A complaint by stockhold ers held not to state a cause of action to compel corporate directors to repay losses due to their negligence in not investigating fraud against subsidiary corporations.-Holmes v. Smith, 154 N. Y. S. 517. Law, §§ 90, 91, a director of a corporation may 321 (N.Y.) Under General Corporation sue for property lost or misappropriated by a corporate official.-Schoenherr v. Van Meter, 109 N. E. 625, 215 N. Y. 548. VII. CORPORATE POWERS AND LIABILITIES. (B) Representation of Corporation by Officers and Agents. 402 (N.Y.Sup.) Letter signed, "Yours truly, Herbert Pearce Co., by L. H. Bentley, Sec. & Treas.," construed and held the secretary and treasurer's personal guaranty of the company's indebtedness to plaintiff.-McCrea v. Bentley, 154 N. Y. S. 174. 407 (N.Y.Sup.) A corporation's agreement, contemplating the issue of treasury stock as a commission to one bringing about a purchase of such stock by any third person, required a vote of the board of directors to authorize it. and the treasurer had no authority to make such agreement.-Hill v. Trægerlith Tile Co., 154 N. Y. S. 535. and delivered on orders signed by the son of 410 (N.Y.Sup.) In an action for goods sold the president of defendant company, who had received and sold them and converted the proceeds, held, that the defendant was not liable. Henry Kupfer & Co. v. Pure Dye Silk Co., 154 N. Y. S. 264. 432 (N.Y.Sup.) In action for goods sold and delivered on orders signed in the name of defendant company by the son of its president, evidence of the course of dealing between parties held insufficient to prove agency.-Henry Kupfer & Co. v. Pure Dye Silk Co., 154 N. Y. S. 264. X. CONSOLIDATION. 581 (N.Y.Sup.) Only the state may question the validity of the merger of two corporations.-Western New York Water Co. v. City of Niagara Falls, 154 N. Y. S. 1046. XII. FOREIGN CORPORATIONS. 665 (N.Y.) The courts of this state will not annul the election of directors by the stockholders of a corporation chartered in another |