The grounds of the dispute are stated to be that the trusts created in the 1st and 12th clauses of the will are void, as in vio-porations") provides in substance that it lation of the statute of the District of Columbia prohibiting perpetuities and restraints upon alienation. D. C. Code, § 1023

to apply the income thereof under the direc- Assuming, however, that the section is tion of the association for the embellish- not affected by § 1023,-it is then contended ment, preservation, renewal, or repair of any by the appellants that § 669 does not apply cemetery lot or any tomb or monument or to this case, and that the trusts are not other structure thereon, according to the valid as a gift or devise to a charitable use terms of such grant, and the supreme court within the exception mentioned in § 1023. of the District is given the power and juris- It may be assumed for the purposes of this diction to compel the due performance of case that the gifts contained in the 1st and such trusts, or any of them, upon a bill filed 12th clauses of the will do not constitute a by the proprietor of any lot in such ceme- valid trust for a charitable use (Jones v. tery for that purpose. Section 1023 (sub- Habersham, 107 U. S. 174, 183, 27 L. ed. chapter 1 of chapter 24, relating to "Es- 401, 405, 2 Sup. Ct. Rep. 336), and that tates") provides that, except in the case of those clauses would be illegal if dependgifts or devises to charitable uses, every ent upon the exception mentioned in that future estate, whether of freehold or lease- section. But the earlier section is rehold, whether by way of remainder or with-ferred to for the purpose of ascertaining out a precedent estate, and whether vested the policy of Congress within the District or contingent, shall be void in its creation, upon the general subject of trusts for the which suspends the absolute power of aliena- perpetual maintenance of cemetery lots, and tion of the property, so that there shall be no of monuments and other structures erected person or persons in being by whom an ab- thereon. solute fee in the same, in possession, can be conveyed, for a longer period than during the continuance of not more than one or more lives in being and twenty-one years thereafter. The provisions of the section are (at the end of the subchapter) made applicable to personal property generally, except where, from the nature of the property, they are inapplicable.

The appellants assert that § 669 is nullified by 1023. They urge that the last section, being the last expression of the legislative will, and being inconsistent with § 669, the last section must prevail. This, although § 669 makes special provision in regard to trusts of this nature and permits their creation, yet, because the latter section does not in terms make exception of the trusts provided for in the earlier section, these trusts, it is urged, are thereby prohibited.

This is not a case for the application of that doctrine, which is, in any event, very seldom applicable. The true rule is to harmonize the whole Code, if possible, and to that end the letter of any particular section may sometimes be disregarded in order to accomplish the plain intention of the legislature. Effect must be given to all the language employed, and inconsistent expressions are to be harmonized to reach the real intent of the legislature. Petri v. Commercial Nat. Bank, 142 U. S. 644, 650, 35 L. ed. 1144, 1146, 12 Sup. Ct. Rep. 325; Bernier v. Bernier, 147 U. S. 242, 246, 37 L. ed. 152, 154, 13 Sup. Ct. Rep. 244; Groff v. Miller, 20 App. D. C. 353, 357. These two sections can be easily harmonized, and the undoubted intention of the legislature be thus carried out, by considering the latter section as applying to cases other than those specially provided for in § 669. That section must be regarded as in full force.

That policy, as indicated in the section, permits in the District exactly what is provided for in this will,-namely, a trust to a cemetery (incorporated) association for the maintenance of a lot and a monument in perpetual good order and condition.

The law in New York in regard to Greenwood cemetery permits the same kind of a trust. Section 6 of chapter 156 of the Laws of New York for 1839, passed April 11, 1839. The law of the District of Columbia, where the testatrix died and where the property was situated, and the law of the state of New York, where the moneys are to be applied by a corporation created by the laws of that state, concur in permitting such trusts as are created in this will, and, under those circumstances, such a trust will be permitted by the courts of the District to be carried out in the state of New York, although the testatrix was domiciled in the District at the time of her death, and the funds to be applied to such trust arise from property owned by her in the District at that time.

This is in pursuance of the general comity existing between the states of the Union, and under that the cemetery association can take and hold the property for the purposes mentioned in the will, which are permitted both by the law of the District of Columbia and the law of the state of New York.

But it is contended that the law of the District prohibits the creation of such trusts and refuses to permit them to be carried out within that District, and that there is no rule of comity which obtains in such case by which these trusts might be held valid when affecting property within the District owned by a testator residing therein at the time of his death, even though the party to carry out the terms is a foreign

valid.

The objection to the 10th clause is based upon the assumption that the 1st and 12th clauses are invalid, and that the 10th clause is so interwoven with the 1st and 12th

corporation and the trusts are to be carried ion the 1st and 12th clauses of the will are out in another state. This claim is made upon the assertion that § 669 of the Code, even if in force at all, refers only to domestic associations, and that foreign corporations, not being within the exception, receive no power from that section, and can-clauses that, if they are pronounced void, not take or hold property situated in the District upon these trusts.

the whole scheme of the will falls, and the 10th clause goes down with it. Holding the 1st and 12th clauses valid, the contention in regard to the 10th clause also fails.

The appellee also urges that, by reason of the direction contained in the will to sell the real estate, it thereby became construct

It may be that § 669 referred only to domestic corporations when the power was therein granted them to take such gifts upon the trusts mentioned, and carry them out in the District. The section is cited, as has been already mentioned, for the pur-ively converted into personalty at the time pose of determining the general policy of Congress in relation to this class of trusts, and whether, under the law, trusts similar to those under discussion are permitted in the District. If so, then the result follows from the rule of comity already stated, that a trust of that nature, permitted in the District, will not be interfered with when it is to be operative in a foreign state whose laws also permit it. The statute is not relied upon as a direct grant to a foreign corporation of the right to carry out a trust in a foreign state regarding property situated in the District and owned at the time of his death by a resident therein. If the statute granted such a right, of course there would be no question of its validity, nor would there be any in regard to comity.

Trusts of the same kind, although to be carried out in a foreign state by a foreign corporation in regard to property within the District, cannot be said to violate any policy or statute of the District, so long as the statute permits therein grants on similar trusts, although to its own corporations. The prohibition of § 1023 would not extend to such a trust so provided for.

Ever since the case of Bank of Augusta v. Earle, 13 Pet. 519, 10 L. ed. 274, this doctrine of comity between states in relation to corporations has been steadily maintained, and it has been recognized by this court in many instances. See, specially, Cowell v. Colorado Springs Co. 100 U. S. 55, 25 L. ed. 547; American & F. Christian Union v. Yount, 101 U. S. 352, 25 L. ed. 888. These cases cover, as we think, the principle involved herein.

In the opinion delivered in the court of appeals it was well said that "it cannot be successfully contended that something which the District of Columbia permits to its own corporations is so far against its public policy that it will not permit persons domiciled within its territory to devise their property to be used for the same purpose by a foreign corporation authorized by its own charter to receive and administer such bequests." [26 App. D. C. 216.] In our opin

of the testatrix's death, and that, regarding it as personalty, the trusts created are still less open to any objection set up by the appellants. Although the provisions of the subchapter containing § 1023 apply to personal property generally, as well as to real estate, except where, from the nature of the property, they are inapplicable, yet, when it is seen that, even in regard to real estate granted to a domestic corporation for the purposes mentioned in this will, a perpetuity may be created, it seems to be still plainer, if possible, that it would not be against the policy of the District, as evidenced by the statute, to affirm the legality of a trust of this kind in relation to personal property which is to be sold and the proceeds taken to another state by a foreign corporation for the purpose of administration in tnat state. In any aspect in which we can view the case, we think the disputed provisions of the will are valid.

In regard to costs, the courts below have charged the appellants with costs, and we think the same rule should obtain here. The executor may apply to the Supreme Court for such allowance out of the fund as it may think is, under all the circumstances, proper.

pay for in four months after the date of | defendants (the two McGuires) brought the each respective purchase." case here by writ of error. Pleading indefiniteness

damage.

allegations of

2. The particulars of the alleged resulting damages from the breach by the obligees in a bond given to secure sales on obligees in a bond given to secure sales on credit, of an alleged special agreement respecting prices, pleaded as an offset to the claim on such bond, should be so far set forth that the court may be able to see therefrom that such alleged damages are neither obscure, vague, or shadowy, but might, and probably would, naturally result from the act complained of. Pleading-sufficiency of plea in action on bond-breach of parol agreement.

3. Pleas in an action on a bond given

The declaration in the action alleged the execution of a bond by all of the defendants in the action, dated the 11th day of September, 1903, which bound the defendants in the sum of $5,000, to be paid to the plaintiffs, subject to the condition therein stated. The recital in the bond was that Monaghan and J. Charles McGuire were desirous of purchasing merchandise from plaintiffs, "now and from time to time hereafter, which the said John F. Monaghan and J. Charles McGuire have bound and hereby bind themselves to pay for in four months. and the condition was as follows: after the date of each respective purchase,"

to secure sales of merchandise on credit. "That if the said John F. Monaghan and which set up a breach by the obligees of a parol agreement respecting prices, are in- J. Charles McGuire shall strictly and faithsufficient where there is nothing in the fully pay or cause to be paid to said Rossdeclaration or bond which shows the exist-kam, Gerstley, & Company for merchandise ence of any such separate agreement, or that an alteration in the prices could or would have any effect upon the liability of the

sureties.

Pleading―sufficiency of plea as set-off, recoupment, or cause of action.

now and hereafter so purchased, the moneys due and to become due thereon when and as the same shall become due and payable, then this obligation shall be null and void, otherwise it shall remain in full force and virtue."

4. Facts sufficient to constitute a valid set-off, recoupment, or independent cause of The defendants John F. Monaghan and J. action are not set up by a plea in an action Charles McGuire were principals, and the on a bond given to secure sales of merchan-other defendants, William McGuire and John dise on credit, which avers that the obligees induced one of the principals to dissolve the partnership existing between them, and to enter the employment of the obligees for the purpose of ruining the partnership business, but contains no allegation as to how long the partnership was to continue.

[No. 168.]

W. Clark, were sureties. Clark sued out a separate writ of error, which is hereafter disposed of. It was further alleged in the declaration that, on the days set forth in the particulars of demand annexed, and which formed part of the declaration, the defendants Monaghan and J. Charles McGuire purchased from the plaintiffs merchandise aggregating the sum of $14,497.16; that they had paid on account thereof, at

Argued January 17, 18, 1907. Decided various times, as shown in said particulars February 25, 1907.

'N ERROR to the Court of Appeals of the

of demand above mentioned, the sum of $9,100.48, leaving a balance overdue and unpaid amounting to $5,396.68, which it was

I District of Columbia to review a judgaverred the defendants had not paid or

ment which affirmed a judgment of the Su-caused to be paid to the plaintiffs, and that. preme Court of the District in favor of the whole balance was still due to the plainplaintiffs in an action on a bond given to tiffs, to their damage of $5,000, with intersecure sales of merchandise on credit. Af- est, besides costs. firmed.

See same case below, 26 App. D. C. 193.

The statement annexed to the declaration I showed merchandise sold to the defendants by the plaintiffs, commencing September 24, Statement by Mr. Justice Peckham: 1903, through almost every month from that The defendants in error, who were the time up to and including July 27, 1904, and plaintiffs below, and are hereafter so called, amounting to the total sum stated in the brought an action in the supreme court of declaration. The credit side of the demand the District of Columbia on December 10, also showed payments by the defendants 1904, against the plaintiffs in error and oth-from and including October 27, 1903, up to ers, hereafter called the defendants, on a and including November 11, 1904, and bond, and obtained a judgment, which was amounting to the sum stated in the declaentered February 24, 1905, for $5,000 and ration, and leaving a balance due as stated interest thereon from that date. On appeal therein. the court of appeals of the District affirmed the judgment (26 App. D. C. 193), and the

Judgment by confession by confession was obtained against the defendant Monaghan for $5,000,

with interest and costs. The defendants J. | Guire would enter upon said business withCharles McGuire, one of the principals in the bond, and William McGuire, one of the sureties therein, filed two joint pleas to the declaration, and the defendant William McGuire subsequently filed three separate pleas, and, still later, three additional pleas. The plaintiffs first demurred to the joint pleas of the defendants J. Charles McGuire and William McGuire, and to the three separate pleas of the defendant William Mc-gust 25, 1903), the saiu Monaghan and McGuire. They thereafter filed a demurrer to the three additional pleas of defendant William McGuire which had subsequently been filed. Both demurrers were sustained, and, the defendants refusing to amend their pleas, final judgment was entered against them.