42 (Okl.) The constitutionality of a statute will not be considered until presented in a case wherein the rights of the party alleging the un- constitutionality are affected by the statute.- Insurance Co. of North America v. Welch, 154 P. 48.
47 (Or.) The constitutionality of a statute or ordinance is usually to be tested, not by what is actually done under it, but by what it author- izes to be done.-Sterrett & Oberle Packing Co. v. City of Portland, 154 P. 410.
48 (Or.) A statute will not be held unconsti- tutional where a reasonable doubt exists as to its invalidity.-Evanhoff v. State Industrial Acc. Commission, 154 P. 106.
III. DISTRIBUTION OF GOVERN- MENTAL POWERS AND FUNCTIONS.
(A) Legislative Powers and Delegation Thereof.
Taxation,55 (Cal.) Civ. Code, § 3423, subd. 4, for- bidding injunction against execution of public statutes, is not legislative invasion of functions of judicial department.-Reclamation Dist. No. 1500 v. Superior Court in and for Sutter Coun- ty, 154 P. 845.
See Building and Loan Associations, 27.
CONSIDERATION.
See Attorney and Client, 143; Contracts, 117, 129; Evidence, 419; Frauds, Statute of, 33; Fraudulent Conveyances, m277.
CONSOLIDATION.
See Corporations, 590.
CONSPIRACY.
II. CRIMINAL RESPONSIBILITY.
56 (Or.) L. O. L. § 671, prescribing the punishment which may be inflicted for various classes of contempts, is not inoperative as a leg- islative attempt to limit the inherent power o constitutional courts to punish for contempt.- State v. Brownell, 154 P. 428.
61 (N.M.) Laws 1912, c. 84 (Code 1915, $8 1877-1958), providing for organization of drainage districts through the courts, held not unconstitutional as conferring on courts power of taxation; the power of approving and con- firming assessments for benefits in drainage dis- tricts not being the power of taxation.-In re Dexter-Greenfield Drainage Dist., 154 P. 382.
62 (Cal.) Public Utilities Act, § 47, amended (St. 1913, p. 684), authorizing Rail- road Commission to fix compensation to be paid by water district, etc., requiring property of any existing public utility, held to confer "judicial power."-Marin Water & Power Co. Railroad Commission of State of California, 154 P. 864.
41 (Okl.Cr.App.) Where there is a conspir- acy within Rev. Laws 1910, § 2232, to defraud by forging a deed, all persons engaged therein are responsible for all that is done in pursuance thereof by any of their coconspirators, until the object of the conspiracy is fully accomplished.-Y. Grayson v. State, 154 P. 334.
CONSTITUTIONAL LAW.
For validity of statutes relating to particular subjects, see also the various specific topics. Enactment and validity of statutes in general, see Statutes, 15-64.
Special or local laws, see Statutes, 74-95. Subjects and titles of statutes, see Statutes, 105-125.
II. CONSTRUCTION, OPERATION, AND ENFORCEMENT OF CON- STITUTIONAL PROVISIONS.
15 (Or.) Sections of the Constitution relat- ing to the same subject-matter must be read and construed together.-State v. Port of As- toria, 154 P. 399.
24 (Okl.) Comp. Laws 1909, §§ 1312-1332, relative to the assessments of corporate stock, was abrogated by Const. art. 9, § 39.-Muskogee Industrial Development Co. v. Ayres, 154 P. 1170.
26 (Okl.) The grant of specific authority to the Legislature by Const. art. 9, § 19, to vest the Corporation Commission with additional powers and duties held not to deprive the Legis- lature of its power to create the state insurance board and vest it with the powers enumerated in Laws 1915, c. 174.-Insurance Co. of North America v. Welch, 154 P. 48.
62 (Okl.) Laws 1915, c. 174, held not in- valid as an unauthorized delegation of legislative power because the powers therein enumerated are conferred on the state insurance board.-In- surance Co. of North America v. Welch, 154 P. 48.
62 (Or.) An order of the state highway com- mission attempting to vary the duties imposed by statute on the state engineer is void, since, under Const. art. 4, § 1, legislative power can- not be delegated to such a commission, being reposed in the Legislature.-Peterson v. Lewis, 154 P. 101.
(B) Judicial Powers and Functions.
67 (N.M.) Laws 1912, c. 84 (Code 1915, §§ 1877-1958), providing for organization of drain- age districts through the courts, held not viola- tive of Const. art. 3, § 1, limiting the rights of officers charged with powers belonging to one of the three departments of government to exer- cise powers belonging to another department; the duties imposed by the act being judicial and not legislative or executive. In re Dexter- Greenfield Drainage Dist., 154 P. 382.
70 (Kan.) Within the constitutional limits (Bill of Rights, §§ 2, 19; Const. art. 1, § 15; article 2, §§ 3, 6; article 3, § 13; article 6, §§ 3-8; article 11, §§ 3, 5-8), the Legislature is supreme in the matter of disposal of public funds and property, and its discretion cannot be interfered with by the judicial department.- Hicks v. Davis, 154 P. 1030.
38 (Cal.) Legislative act conflicting with Constitution is utterly void, having no force or legal existence.-Reclamation Dist. No. 1500 v.74 (N.M.) Laws 1912, c. 84 (Code 1915, §§ Superior Court in and for Sutter County, 154 1877-1958), providing for organization of drain- P. 845. age districts through the courts, held not viola-
tive of Const. art. 5, § 5, relative to the nomina-ileges and immunities of citizens.-State v. tion and appointment of officers not otherwise Ware, 154 P. 905. provided for; commissioners of drainage dis-208 (Or.) Where an ordinance requiring tricts not being in the class contemplated by inspection of meats slaughtered without the city such section. In re Dexter-Greenfield Drainage as a condition to their sale within fixed differ- Dist., 154 P. 382. ent rules for persons slaughtering less than five animals per week than for others, allowing the former to bring in the carcasses for inspection, the classification is not unreasonable.-Sterrett & Oberle Packing Co. v. City of Portland, 154 P. 410.
(C) Executive Powers and Functions. 77 (Kan.) Within the constitutional limits (Bill of Rights, 88 2, 19; Const. art. 1, § 15; article 2, §§ 3, 6; article 3, § 13; article 6, §§ 3-8; article 11, §§ 3, 5-8), the Legislature is Supreme in the matter of disposal of public funds and property, and its discretion cannot be interfered with by the executive department. -Hicks v. Davis, 154 P. 1030.
Where the Legislature regularly appropriates money to pay a claim for traveling expenses of a state employé, the merits of the claim can- not be reviewed by the auditor of state.-Id.
80 (Or.) Workmen's Compensation Act, cre- ating State Industrial Accident Commission charged with its administration, held not to vio- late Const. art. 3, § 1, dividing the powers of government into the legislative, executive, and judicial departments.-Evanhoff v. State Indus- trial Acc. Commission, 154 P. 106.
To justify a classification in a statute or ordi- nance, there must be some difference between the classes which bears a just and proper rela- tion to the purposes of the law.-Id.
In so far as a Portland ordinance requiring inspection of meats and slaughterhouses as a condition to the sale within the city, but ex- empting plants subject to federal inspection laws, prescribes higher rules than federal_regu- lations, it is discriminatory and invalid.-Id.
208 (Or.) Laws 1913, c. 278, requiring per- sons engaged in loaning money at more than 10 per cent. to obtain a license, excepting the busi- ness of state and national banks, licensed bank- ers, savings banks, etc., held not unconstitu- tional as discriminatory class legislation.- State v. Ware, 154 P. 905.
X. EQUAL PROTECTION OF LAWS.
Under Const. art. 7, § 1, as amended in 1911, Legislature held to have power to confer judicial functions upon the State Industrial Accident Commission created by Workmen's Compensa-229 (Okl.) The equal protection clause of tion Act.-Id.
IV. POLICE POWER IN GENERAL.
81 (Or.) The police power of the states and other governmental subdivisions is justified the supreme law.-Sterrett & Oberle Packing on the theory that the welfare of the people is Co. v. City of Portland, 154 P. 410.
A statute designed to prevent spread of con- tagious diseases, or to protect public health. which operates on all alike, is not invalid under
the state or federal Constitution.-Id.
81 (Wash.) The police power of the state cannot be surrendered to the national govern- ment.-State v. Towessnute, 154 P. 805; Same v. Alexis, Id. 810.
Const. U. S. Amend. 14, held not to prevent a state from making a reasonable adjustment of its system of taxation or to compel the states tion. In re Gross Production Tax of Wolverine to adopt an invariable rule of uniform taxa- Amend. 14, intends only that the equal protec- Oil Co., 154 P. 362. The equal protection clause of Const. U. S. tion and security shall be given to all under like circumstances, and that no greater burdens shall be laid on one than on others in the same
229 (Okl.) Rev. Laws 1910, §§ 6771-6775, imposing penalties on delinquent taxes and mak- ing disposition thereof, held not violative of the equal protection clause of the federal Constitu- tion.-Board of Com'rs of Custer County v. City of Clinton, 154 P. 513.
In controversies involving the exercise of the police power of the state, the federal courts will resolve every doubt in favor of the state 240 (Okl.) Laws 1915, c. 174, creating the law, and even in case of a state law on a sub-state insurance board, etc., held not violative of ject within the control of the federal govern- equal protection clause of Const. Amend. U. S. ment the state law will be upheld until the fed- 14.-Insurance Co. of North America v. Welch, eral law has been extended to that subject.-Id. 154 P. 48. An owner cannot remove his property from the police power of the state by making a con- tract concerning it, nor can the state, under the police power, permit a confiscation.-Id.
That Laws 1915, c. 174, exempts certain insur- ance companies from its operation does not ren- der it invalid as to companies not exempted, as denying them equal protection of the laws.-Id.
XI. DUE PROCESS OF LAW.
276 (Okl.) Laws 1915, c. 174, creating the state insurance board, etc., held not an unwar- ranted interference with the power of insurance companies to contract.-Insurance Co. of North America v. Welch, 154 P. 48.
284 (Okl.) Rev. Laws 1910, §§ 6771-6775, imposing penalties on delinquent taxes and mak- ing disposition thereof, held not violative of the due process of law provision of the federal Constitution.-Board of Com'rs of Custer Coun- ty v. City of Clinton, 154 P. 513.
in 1913 (St. 1913, p. 145, § 16), as to payment 296 (Cal.App.) Bank Act, § 15, as amended into state treasury of unclaimed bank deposits, held not to deny due process of law so far as bank's rights as depositary are concerned.- State v. Security Sav. Bank, 154 P. 1070.
Bank Act, § 15, as amended in 1913 (St. 1913, p. 145, § 16), relative to payment of unclaimed bank deposits into state treasury, held not to deny due process of law in view of Code Civ. Proc. § 1234.-Id.
296 (Okl.) Laws 1915, c. 174, creating the state insurance board, etc., held not violative of
the due process of law provision of Const., Amend. U. S. 14.-Insurance Co. of North Amer- ica v. Welch, 154 P. 48.
See Elections, 305.
CONTINGENT REMAINDERS.
305 (Wash.) A general law administered in its regular course, according to the form of procedure suitable to the nature of the case, conformably to the fundamental rules of right, affecting all persons alike, is due process, the elements of which are notice and opportunity to defend, though due process does not require See Appeal and Error, 189, 966. any particular form of proceedings.-White v. 6 (Kan.) Denial of a continuance, sought Powers, 154 P. 820.
because plaintiff through poverty was unable to look up evidence, held not error, where it ap- peared that plaintiff had dismissed a previous action brought by him for the same cause with- in the year, when it was brought to trial.—Han- son v. Missouri Pac. Ry. Co., 154 P. 1033.
309 (Wash.) Constructive notice to a resi- dent of the state in proceedings to foreclose chattel liens for work and labor performed, provided by Rem. & Bal. Code, §§ 226, subd. 12, 228, 1105-1107, and 1157, does not violate Const. U. S. Amend. 14, and Const. Wash. art. 20 (Okl.) A motion for continuance for ab- 1, § 3, requiring due process of law; that re- quirement being fulfilled by the grant of a right to proceed in equity.-White v. Powers, 154 P. 820.
sence of counsel is addressed to the court's dis- cretion.-Jones v. Thompson, 154 P. 1139.
See Abatement and Revival, 53; Accord and Satisfaction; Account Stated; Action, 48; Assignments; Attorney and Client, 143; Bailment; Bills and Notes; Bonds; Carriers, 207, 271; Champerty and Main- tenance; Chattel Mortgages; Compositions with Creditors; Compromise and Settlement; Constitutional Law, 89, 276; Corpora- tions, 116-121; Counties, 124; Cove nants; Damages, 120, 189; Dismissal and Nonsuit, 26; Evidence, 165, 400; Exchange of Property; Frauds, Statute of; Husband and Wife, 81-86; Indemnity Injunction, 61; Insurance, 136–177; Interest; Intoxicating Liquors,
Liens; Limitation of Actions, 15, 51; Mandamus, 84, 93; Mechanics' Liens; Mines and Minerals; Money Received; Mort- gages; Municipal Corporations, 373, 442, 751; Novation; Payment; Principal and Agent, 102, 132, 155; Principal and Sure- ty; Reformation of Instruments; Release; Sales; Specific Performance; Subrogation; Usury; Vendor and Purchaser; Waters and Water Courses, 156; Work and Labor.
I. REQUISITES AND VALIDITY. (A) Nature and Essentials in General.
9 (Wash.) An action will lie on an instru- ment promising to pay a given sum on the hap- pening of a contingency, on the theory that the only uncertain element in the contract, that of time, has been rendered certain by the happen- ing of the event.-Ryan v. Hanna, 154 P. 436.
A contract whereby the plaintiff architect was to draw plans and superintend the construc- tion of a building for the defendants, if at any time in the future the defendants should erect a building, was too indefinite and uncertain to
See Assignments for Benefit of Creditors, 174, 175; Constitutional Law, 15; Con- tracts, 147-229; Covenants, 57; Crim- inal Law, 893: Deeds, 95, 99; Insur- ance, 177; Judgment, 526; Mines and Minerals, 80; Pleading, 34; Sales, 64: Statutes, 181-226; Trusts, be enforced.-Id. 135, 140; Vendor and Purchaser, 58-80; Wills, 437, 487, 759.
CONSTRUCTIVE TRUSTS.
See Trusts, 95, 100.
(E) Validity of Assent.
94 (Okl.) A contract procured to the in- jury of one contracting party by fraudulent rep- resentations, or conduct of the other as to a material matter, is unenforceable, though the party misled was negligent.-Chisum v. Hug- gins, 154 P. 1146.
97 (Kan.) A party suing for breach of con- binding.-Stramel v. Hawes, 154 P. 232.
See Constitutional Law, 56; Indictment tract thereby ratifies the contract as valid and and Information.
72 (Or.) Under L. O. L. §§ 670, 671, 959, subd. 1, defining contempt, attorney for one charged with rape, who procured the latter's wife and children, witnesses, to leave the state was improperly sentenced, in contempt proceed ings, based on an affidavit not charging that the remedy of a party was prejudiced, to a pun- ishment in excess of a fine of $100.-State v. Brownell, 154 P. 428.
(F) Legality of Object and of Consider- ation.
117 (Wash.) A contract of the seller of a business not to engage in the same business in the same locality "for not less than two years" is not invalid as an illegal restraint of trade without limitation as to time.-Loutzenhiser v. l'eck, 154 P. 814.
129 (Okl.) A contract, that a national bank would take over the merchandise of an insolvent
merchant of whom it was the largest creditor | months and was paid a higher rate by the com- and pay all creditors' claims on condition that missioners, did not prevent him from recover- the court accept the resignation of an assignee ing reasonable compensation, though in excess theretofore appointed and appoint a person of the agreed rate.-Id. named by the bank, held not void as against public policy.-Parker Gordon Cigar Co. v. First Nat. Bank of Claremore, 154 P. 1153.
II. CONSTRUCTION AND OPERA-
(A) General Rules of Construction. 147 (Wash.) A written contract should be read as a whole and all of its provisions consid- ered, and too much effect cannot be given isolat- ed provisions. Tacoma Mill Co. v. Northern Pac. Ry. Co., 154 P. 173.
V. PERFORMANCE OR BREACH.
287 (Wash.) Decision of architect made um- pire for settlement of disputes in building con- tract that extra elevator contemplated by plans in event owner decided on ten-story instead of six-story building after construction was begun was included in price fixed for ten-story building and was not an extra held binding on plaintiff Contractor in absence of fraud, palpable mis- & Engineering Co. v. Green, 154 P. 791. take, or arbitrary action.-Sound Construction
The duty of the courts, when construing ques-303 (Wash.) Where a ranch owner, con- tioned contracts, to search out the intention of tracting for the installation of a pump at his the parties, is well established, but that duty well, agreed to put in a foundation, the install- arises out of an ambiguity, and, when the instru- ing company to furnish the plans therefor, ment is not ambiguous, effect must be given to which it failed to do, exhibiting only a rough sketch, the owner's failure to install the requi-
147 (Wash.) The intention of the parties, as expressed or reasonably implied in a written contract, must prevail.-Loutzenhiser V. Peck, 154 P. 814.
site foundation was not an excuse for the in- stalling company's failure to deliver the ma- chinery at the well.-United Iron Works v. Wagner, 154 P. 460.
with a city to construct a building for it, the 305 (Wash.) Where a contractor agreed contract providing that no certificate for pay- ment during the progress of the work should be an acceptance thereof, the city construed as was not estopped, by making payments to the contractor, to claim damages from him for de- lay and failure to complete the work.-Garey v. City of Pasco, 154 P. 433.
175 (Wash.) In an action for the price of the installation of a pump, defendant ranch owner's evidence showing that the question of time of delivery and installation was discussed when the contract, which was silent as to the matter of time, was made, was admissible to show what was a reasonable time for delivery. -United Iron Works v. Wagner, 154 P. 460. 176 (Okl.) Whether a party to an unambig-319 (Wash.) Recovery against a ranch own- uous contract is an independent contractor is a er by a company which had contracted to in- question of law to be determined by the court from an inspection of the contract in the light stall a pump for him of the full contract price of surrounding circumstances.-Pressley v. In- for the installation on the ground of substantial performance only was improper.-United Iron corporated Town of Sallisaw, 154 P. 660. Works v. Wagner, 154 P. 460.
187 (Wash.) Where one promises to pay an- other's debt to a third person, such third person may sue directly upon the promise.-Union Ma- chinery & Supply Co. v. Darnell, 154 P. 183.
198 (Wash.) Agreement for construction of building held not to contain an agreement for arbitration of the amounts due for extra work by the building architect or for demurrage, so that plaintiffs might resort to the courts to de- termine such amount.-Russell & Gallagher v. Yesler Estate, 154 P. 188.
323 (Wash.) In an action by a corporation which had contracted with a ranch owner to install a pump at his well for the price of the installation, the questions whether or not there had been a substantial delivery of the machin- ery, and whether or not substantial delivery had been waived by the owner, held questions of fact Iron Works v. Wagner, 154 P. 460. for the jury under the circumstances.- United
CONTRIBUTORY NEGLIGENCE.
See Negligence, 83-101.
CONVERSION.
Although the law favors the settlement of dis- putes by arbitration, it will compel parties to See Trover and Conversion. resort thereto only when the terms of their contract are clear and certain in showing that they had such intention.-Id.
208 (Wash.) Delivery at ranch owner's land- ing of machinery for the installation of a pump at his well 300 feet away up a steep and rock bank held not such a delivery on plaintiff's land as to call for payment of the first install- ment of the price as provided.-United Iron Works v. Wagner, 154 P. 460.
229 (Okl.) Where a contract provided that a superintendent should be paid out of the speci- fied compensation of architects employed to make drawings for county buildings, but left the amount of his compensation blank, he was en- titled to a reasonable compensation.-Miller v. Hair, 154 P. 1002.
Where the contract with architects left blank the amount of compensation payable by them to a superintendent, the fact that the com- missioners and architects agreed on a certain amount per month, which agreement was not communicated to him, and he worked several
See Assignments; Assignments for Benefit of Creditors; Chattel Mortgages; Corporations, 542; Deeds; Fraudulent Conveyances; Husband and Wife, 14, 267; Mortgages; Vendor and Purchaser.
5 (Nev.) District court has jurisdiction to order life convict before it to stand trial for murder.-State v. Tranmer, 154 P. 80.
6 (Colo.) Where adoptive mother in peni- tentiary was served with process in proceeding to commit child to home for dependent children under provisions of Rev. St. 1908, $$ 568-585, court had jurisdiction.-Board of Control of State Home v. Mulertz, 154 P. 742.
See Abatement and Revival, ~57; Banks and Banking; Building and Loan Associa- tions; Carriers; Costs, ~98; Counties; Courts, 121; Criminal Law, 403; In- surance; Limitation of Actions, 37, 58,
100; Mandamus, 87; Municipal Corpora- | wrong against the corporation and only to give tions; Parties, 95; Railroads; Religious a right of action to the defrauded purchasers. Societies; Street Railroads; Telegraphs and -Id. Telephones; Waters and Water Courses, 2072 [New, vol. 10 Key-No. Series] 254.
62 (Cal.) Under Civ. Code, § 290, subd. 6, and sections 307, 322, articles of incorporation declaring that the capital stock should consist of 50,000 shares of common stock of the par value of $1, and 47,500 shares of preferred stock of the par value of $20, violate the law because by power to vote the common stock would con- trol, though the capital invested therein was less than that in the preferred.-Film Producers v. Jordan, 154 P. 605.
(C) Issue of Certificates.
99 (Cal.) It was within the power of a cor- poration to issue all of its stock in payment of leaseholds upon oil lands transferred to it.- Whitten v. Dabney, 154 P. 312.
(D) Transfer of Shares.
(Cal.) In stockholder's action, motion to dismiss appeal as to certain defendants because of composition agreement between them and plaintiffs held not properly before the court, as such agreement required approval by the trial court.-Whitten v. Dabney, 154 P. 312.
of all of the stock of the corporation in payment 211 (Cal.) In stockholder's action, issuance of property held not shown to be corrupt by al- leging that it was the outcome of a conspiracy.- Whitten v. Dabney, 154 P. 312.
In stockholder's action to require an account- ing by former owners of all of the stock and person acquiring control of the corporation from them, complaint held to state facts demanding an investigation and inquiry by a court of equi- ty.-Id.
(D) Liability for Corporate Debts and Acts.
264 (Cal.App.) Under Code Civ. Proc. § 359, an action against stockholders to enforce their liability for the company's breach of a lease agreement must be brought within three years after such breach, not within three years after the lessor's discovery thereof.-Johnson v. Hin- kel, 154 P. 487.
For purposes of the statute of limitations, the liability of an oil company upon a lease agree- ment not to remove the casing from oil wells upon abandonment was created, not by execu- tion of the lease, but by removal of the casing. -Id.
VI. OFFICERS AND AGENTS.
Corporation and Its Members.
116 (Okl.) An escrow contract to buy cor- porate stock, construed with an attached let- ter and held to contemplate, as a condition (C) Rights. Duties, and Liabilities as precedent to its binding effect, that the company would give a bond binding it to pay all royal-317 (Wash.) For a stockholder, though an ties and carry out the terms of a lease assign- ed to it by the buyer of the stock.-Swift v. McAlester Trust Co., 154 P. 1175.
116 (Wash.) Defendant cannot avoid his contract of purchase of stock because of plain- tiff's representations, not shown to be anything more than mere opinions about value, or to have been relied on in making the contract.- Templeton v. Warner, 154 P. 1081.
officer, in buying from others their stock as a personal venture, not to disclose that he had a contract to sell it above its value to another corporation desiring control, held not actiona- ble deceit.-Haverland v. Lane, 154 P. 1118.
318 (Cal.) Where the directors of two cor- porations were the same persons, and the ma- jority of the shares were owned by the same person, a transaction between the two corpora- tions is only voidable and may be ratified. Manning v. App. Consol. Gold Mining Co., 154 P. 301.
118 (Okl.) Where S. and C., stockholders of the A. Co., made an escrow contract by which C. was to buy S.'s stock on a contingency which never happened, held, that S. was not entitled to recover the agreed price, or to en- join the return of same to C. by the escrow holder.-Swift v. McAlester Trust Co., 154 P.338 (Mont.) Where a corporation failed to
121 (Cal.App.) Where a stock purchase con- tract provided that payment to the seller's agent, a bank, would be sufficient, held, in an action on a check given to the bank and payable to it or bearer, that evidence of the bank's delivery of the check to the seller was admissible. Bank of Bakersfield v. Conner, 154 P. 869.
123 (Cal.) Where a pledge of corporate stock was not recorded on the books of a cor- poration, it is, under Civ. Code, § 324, valid only as between the parties, and the act of the corporation in issuing a new certificate for the pledged stock cannot be questioned by a third person.-Manning v. App Consol. Gold Mining Co., 154 P. 301.
V. MEMBERS AND STOCKHOLDERS. (C) Suing or Defending on Behalf of Cor- poration.
(D) Liability for Corporate Debts and Acts.
file the required financial statement and then gave notes, directors liable for the debts of the corporation under the direct provisions of Rev. Codes, § 3850, as amended by Laws 1909, p. 217, § 1, are not discharged because of renewal of the instruments.-First Nat. Bank of Mis- soula v. Cottonwood Land Co., 154 P. 582.
351 (Mont.) Under Rev. Codes, § 5866, a right of action against directors of a corpora- tion which failed to file a financial statement as required by section 3850, as amended by Laws 1909, p. 217, § 1, must be on the debt, and cannot be on a note which they did not sign.-First Nat. Bank of Missoula v. Cotton- wood Land Co., 154 P. 582.
VII. CORPORATE POWERS AND
(B) Representation of Corporation by Of- ficers and Agents.
204 (Cal.) Stockholder's action held main-426 (Utah) Corporation held to have rati- tainable only to redress wrongs and impositions fied option to purchase land given by its presi- suffered by the corporation, and not to redress dent and thereby become bound by his contract, the individual wrongs of the stockholders.- by making and forwarding a deed.-Tyng v. Con- Whitten v. Dabney, 154 P. 312. stant-Loraine Inv. Co., 154 P. 767.
False representation by owner of stock on sale thereof that it was treasury stock and that proceeds would go into treasury, held not a
432 (Or.) Finding that corporation's man- ager, in sole charge of its plant, had authority to employ superintendent, held supported by evi-
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