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CONFESSION.

See Criminal Law, 518, 519.

CONFIRMATION.

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.

See Municipal Corporations, 493; Taxation, 55 (Cal.) Civ. Code, § 3423, subd. 4, for-

796.

CONFLICT OF LAWS.

See Building and Loan Associations, 27.

CONSIDERATION.

See Attorney and Client, 143; Contracts,
117, 129; Evidence, 419; Frauds,
Statute of, 33; Fraudulent Conveyances,
277.

CONSOLIDATION.

See Corporations, 590.

CONSPIRACY.

II. CRIMINAL RESPONSIBILITY.

(A) Offenses.

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.

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,
88 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, as
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.-V.
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.

38 (Cal.) Legislative act conflicting with
Constitution is utterly void, having no force or
legal existence.-Reclamation Dist. No. 1500 v.
Superior Court in and for Sutter County, 154
P. 845.

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.

74 (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. 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, §§ 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.

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.

80 (Or.) Workmen's Compensation Act, cre-
ating State Industrial Accident Commission 208 (Or.) Laws 1913, c. 278, requiring per-
sons engaged in loaning money at more than 10
charged with its administration, held not to vio-
late Const. art. 3, § 1, dividing the powers of per cent. to obtain a license, excepting the busi-
government into the legislative, executive, and
ness of state and national banks, licensed bank-
judicial departments.-Evanhoff' v. State Indus-ers, savings banks, etc., held not unconstitu-
tional as discriminatory class legislation.-
trial Acc. Commission, 154 P. 106.
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
on the theory that the welfare of the people is
the supreme law.-Sterrett & Oberle Packing
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.

In controversies involving the exercise of the
police power of the state, the federal courts
will resolve every doubt in favor of the state
law, and even in case of a state law on a sub-
ject within the control of the federal govern-
ment the state law will be upheld until the fed-
eral law has been extended to that subject.-Id.
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.
V. PERSONAL CIVIL AND POLITI-
CAL RIGHTS.

89 (Cal.) Act May 1, 1911 (St. 1911, p.
1313), amending Code Civ. Proc. § 1183, to re-
quire that contractors furnish a bond to secure
laborers and materialmen as a condition to the
owner's exemption from liability to them in an
amount in excess of the contract price, held not
violative of Const. art. 1, § 1, guaranteeing the
right of contract.-Roystone Co. v. Darling, 154
P. 15.

VI. VESTED RIGHTS.

106 (Wash.) There is no vested right in
any particular remedy or form of proceeding.
White v. Powers, 154 P. 820.

IX. PRIVILEGES OR IMMUNITIES,
AND CLASS LEGISLATION.
206 (Or.) Laws 1913, c. 278, regulating
the business of loaning money at more than 10
per cent. interest and confiuing the privilege to
residents, or those subject to process in the
state, held not to violate Const. U. S. art. 4, §
2, Const. Amend. 14, § 1, relating to the priv-

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-
Oil Co., 154 P. 362.

Amend. 14, intends only that the equal protec-
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

situation.-Id.

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.

240 (Okl.) Laws 1915, c. 174, creating the
state insurance board, etc., held not violative of
equal protection clause of Const. Amend. U. S.
14.-Insurance Co. of North America v. Welch,
154 P. 48.

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.

CONTEST.

See Elections, ~305.

CONTINGENT REMAINDERS.

See 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.

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.
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.

Notice of sale on foreclosure of chattel lien
merely posted and not published, nor personally
served on the defendant who resided in another
county of the same state, held not a compli-
ance with Rem, & Bal. Code, §§ 226, subd. 12,
228, 1105-1107, and 1157, and therefore in vio-
lation of Const. U. S. Amend. 14 and Const.
Wash. art. 1, § 3, requiring due process of law.
-Id.

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CONTINUANCE.

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.

20 (Okl.) A motion for continuance for ab-
sence of counsel is addressed to the court's dis-
cretion.-Jones v. Thompson, 154 P. 1139.

CONTRACTS.

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,

327

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
be enforced.-Id.

(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.

III. PUNISHMENT.

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.
Peck, 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-

TION.

(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
its terms.-Id.
sketch, the owner's failure to install the requi-
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.

147 (Wash.) The intention of the parties,
as expressed or reasonably implied in a written
contract, must prevail.-Loutzenhiser v. Peck,

154 P. 814.

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
construed as an acceptance thereof, the city
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
question of law to be determined by the court
from an inspection of the contract in the light
of surrounding circumstances.-Pressley v. In-
corporated Town of Sallisaw, 154 P. 660.

(B) Parties.

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.

(C) Subject-Matter.

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.

stall a pump for him of the full contract price
er by a company which had contracted to in-
for the installation on the ground of substantial
performance only was improper.-United Iron
Works v. Wagner, 154 P. 460.

323 (Wash.) In an action by a corporation
install a pump at his well for the price of the
which had contracted with a ranch owner to
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
for the jury under the circumstances.-United
Iron Works v. Wagner, 154 P. 460.

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.

(D) Place and Time.

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.

(F) Compensation.

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

CONVEYANCES.

See Assignments; Assignments for Benefit of
Creditors; Chattel Mortgages; Corporations,
542; Deeds; Fraudulent Conveyances;
Husband and Wife, 14, 267; Mortgages;
Vendor and Purchaser.

CONVICTS.

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.

CORPORATIONS.

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,
254.

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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.

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2072 [New, vol. 10 Key-No. Series]

(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.
ing by former owners of all of the stock and
In stockholder's action to require an account-
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.

Corporation and Its Members.

116 (Okl.) An escrow contract to buy cor-
VI. OFFICERS AND AGENTS.
porate stock, construed with an attached let-
ter and held to contemplate, as a condition (C) Rights. Duties, and Liabilities as to
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

1175.

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.

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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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