erty intrusted to them as every prudent and intelligent man commonly takes of his own goods.

When the carrier is unable to ascertain the value of the goods intrusted to his care, from the appearance of the package, a question has arisen whether he must inquire its value, or whether the person employing him must inform him of the value, when it is of some great or peculiar value, which is not disclosed by the appearance of the package itself. The carrier has no right to open a (189) letter or package intrusted to him for transportation, in order to inform himself of the quality or value of its contents. How, then, is he to obtain the necessary information to enable him to exercise that care and diligence which the law requires of him-which depends to a great extent upon the article itself? It is the duty of every person sending goods to make use of no fraud or artifice to deceive or mislead the carrier, so as to increase the risk, or to lessen his care and diligence. If any fraud or unfair concealment is used, the carrier will not be responsible for any loss, and it will make the contract between them null and void. This rule applies to all cases of concealment or suppression of facts, and to all false statements made by the employer for the purpose of misleading the carrier.

Still, the general rule has been held to be that the employer is under no obligation to inform the carrier of the value of the property; and the mere fact that he does not do so, in the absence of any attempt or act to mislead or deceive him as to the value, will not as a general rule, affect the legal liability and responsibility of the carrier. But it is also held, as a general rule, that the carrier has a right to inquire as to the value and character of the property, and to have a correct answer. If he is deceived in any way, or a false answer is given, in such case he will not be responsible for any loss. It has also been held, as a general, rule, that if he makes no inquiry, and no artifice is made use of to mislead him, then he is responsible for any loss, however great the value may be.

These rules were adopted in cases where the articles transported were goods of the kind ordinarily transported by carriers, before the more modern changes in the modes.

of doing mercantile business. But recently a new kind of business has grown up in connection with the carriage of goods, and that is, the transmission of letters put up in sealed envelopes. It is an important question whether this rule, making it the duty of the carrier to inquire as to the value, properly applies to the express business. There are some good reasons for the rule in the case of ordinary packages of goods, which are from necessity received personally by the carrier or his servants. But those reasons do not apply to the receipt and transmission of letters. The greater portion of such letters are received by the lettercarriers in boxes, and it is only a very small portion of the letters that are ever received by the carriers or their employees in person. This plan of doing business has become necessary. It would be almost an impossibility for the carrier to make the inquiry as to the value of the contents of each letter received. The law does not require impossibilities, or attempt to deprive the public of the means necessary for the convenient, safe and speedy, transmission of their letters. On the contrary, it will adapt its rules to the new and varying systems of business, so that justice may be done to all parties. Where the reason ceases the rule ceases. This rule should be so far modified as to except letters from its application, and relieve the carriers from the necessity of making the inquiry of the value of the contents of the letters received by him, making it the duty of the person employing the carrier to inform him of such value, in all cases where he desires to hold the latter responsible for any loss beyond that of an ordinary letter not containing articles or papers of special value. By means of the notice, the carrier will be required to use such kind of care and diligence as the law demands in cases of that kind, where articles of value are placed in his charge.

It is a general rule in the law of bailments, that if the plaintiff has brought the injury on himself, or has been guilty of negligence, and that negligence in any way concurred in causing the loss or damage, he is not entitled to recover. This rule is most frequently applied to cases of damage occasioned by obstructions in a highway, to colli

sions between carriages upon land and vessels upon water. It also applies to common carriers, who are not held responsible for damages caused by the neglect of their employer. It also applies to innkeepers. 23 Cal. 188-192.

SEC. 67. In the case of railroads which are permanently established by law as a mode of conveyance, the conductors are only required to use the ordinary care pertaining to that description of business. But where the streets of a city, forming as usual, thronged thoroughfares, are diverted from their ordinary and legitimate uses, by special license to a private person, for his own benefit, and for the pursuit of a business which involves constant risk and danger, no other rule is consistent with the safety and protection of the community, than that which demands extraordinary care. 3 Cal. 243.

SEC. 68. The general rule of law is, that common carriers must take care at their peril, that goods placed in their charge for transportation are delivered to the right person; for otherwise they will become responsible. But the question as to what will constitute a delivery by which the responsibility of the carrier will cease, depends upon a variety of circumstances-such as the custom of particular places, the usage of particular trades, the manner of transacting business by different classes of carriers, their different means of transportation, and often upon special or implied contracts between the parties. Any local or special custom or usage upon the subject will govern as an implied term in the contract between the parties. Thus, while a carrier by the ordinary means of land conveyance will be required to deliver goods transported by him to the person entitled thereto, either at his place of business or residence, a carrier whose means of conveyance is by water will only, as a general rule, be required to deliver property at the proper wharf or landing; or if a railroad, at the proper depot. Where the mode in which the carrier transacts his business, however, makes it his duty to deliver letters and packages to the owner at his place of business or residence, according to the character of the articles, this delivery must be either to the party to whom the letter or package is addressed in person, or to some agent, clerk or employee,

authorized by him to receive the same. This will often depend upon the established mode or custom of doing business between the carrier and his customers. 23 Cal. 188, 189.

SEC. 69. If one destroys a chattel wantonly, this is a wrongful intent expressed. In the case of a common carrier, who delivers goods by mistake to the wrong person, this is a wrongful intent implied, because his undertaking was absolute to deliver to the right owner. 2 Cal. 573.

SEC. 70. The delivery of goods by a carrier to an agent of the owner, is of course a sufficient delivery, but the defense in such case must clearly show that the person to whom the goods were delivered, as agent, was duly authorized as such; for if he delivers to any but the owner he does so at his peril. And although the delivery to a wrong person is made by mistake, or by gross imposition, the carrier will be responsible for the value of the goods. 2 Cal. 418.

SEC. 71. Authority to deliver goods, confers no authority to take them back, or to countenance the shipment. 2 Cal. 418.

SEC. 72. In suits against common carriers, there is no reason why compensation should not be given for pain of mind as well as body. 13 Cal. 601.

SEC. 73. In an action against a common carrier, to recover damages for the loss of a draft, the measure of damages, prima facie, is the amount due on the same but the defendant is at liberty to reduce the damages by proof of payment, the insolvency of the maker, or any fact tending to invalidate the security. 23 Cal. 179.

CHAPTER X.

CONTRACTS OF CORPORATIONS.

SECTION 1. A corporation is an artificial person, (5 Cal. 307), and shall have such powers, rights and privileges, as may be conferred on it by statute. In this state it shall have the right:

1st. Of succession by its corporate name for the period limited, and when no period is limited, perpetual.

2d. To sue and be sued in any court.

3d. To make and use a common seal, and alter the same at pleasure.

4th. To hold, purchase and convey, such real and personal estate, as the purposes of the corporation shall require, not exceeding the amount limited by law.

5th. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.

6th. To make by-laws not inconsistent with any existing law, for the management of its property, the regulation of its affairs and for the transfer of its stock. Gen. Laws, 746.

SEC. 2. The word "person," in its legal signification, is a generic term, and was intended to include artificial as well as natural persons. 4 Cal. 306.

SEC. 3. The supervisors of a county are a quasi political corporation. 6 Cal. 681.

SEC. 4. The power to sue is an inseparable incident to a sole corporation. 1 Cal. 94.

SEC. 5. A corporation can only act in the manner prescribed by law. 7 Cal. 375.

SEC. 6. Corporations have no power except such as are specifically granted, and must be held strictly within the limits of their granted powers. 5 Cal. 242.

SEC. 7. Corporations must pursue strictly the authority conferred by their charters, and can exercise no powers, unless conferred, or necessary to the complete execution of such powers. 4 Cal. 9, 10.

SEC. 8. When a corporation relies upon a grant of power from the legislature for authority to do an act, it is as much restricted to the mode prescribed by the statute for its exercise as to the thing allowed to be done. If the charter confers upon the corporation a given power, and at the same time prescribes the mode of its exercise, the provisions must be held as dependent, and must be construed accordingly. 7 Cal. 375.

SEC. 9. Stockholders continue liable for "all debts con