not to sell to him, it not appearing that their interference with his basness was to serve any legitimate purpose of their own, but that it was done wantonly and maliciously, causing, as was intended, pecuniary injury to him, states a cause of action, and a demurrer thereto should not be sustained. Delz v. Winfree, 755. & RIGHT TO REFUSE TO HAVE BUSINESS RELATIONS WITH ANOTHER LIMITED TO INDIVIDUAL ACTION. -The absolute right of a person to refuse to have business relations with any person whomsoever, whether the refusal is based upon reason or is the result of whim, caprice, prejudice, or malice, must be limited to the individual action of the party who asserts the right. It is not equally true that one person may from such motives influence another person to do the same thing. Del v. Winfree, 755. CONSTITUTIONAL LAW. Bee LEGISLATURE; Municipal Corporations, 1-4; Statutes; TRIAL, L. CONSTRUCTION. CONTEMPT. JUDGMENT AGAINST PURCHASer of Real PROPERTY, WHAT PROPER, — A decree against a purchaser of real property who has refused to comply with his contract of purchase may be against him personally, making him liable for the amount which he agreed to pay, and authorizing process for its enforcement against his person, and in case of his failure to comply with the decree, to attachment for contempt of court. Kennedy v. Gramling, 676. See MANDAMUS. CONTINUING TRESPASS. See TRESPASS. CONTRACTOR. See SALES, 2 CONTRACTS. 1. PRIVITY-NEGLIGENCE of SUBCONTRACTOR. -The subcontractors of one who has agreed with the owner to move and fit up a building in a workmanlike manner are liable to the owner for negligent injury to the build. ing in doing the work, although there is no privity of contract between them. The gist of the action is the breach of duty owed by the subcontractors to the owner, not to negligently injure his property, and such duty does not depend on nor grow out of the contract. Bickford v. Richards, 224. 2. PAROL AGREEMENT NOT TO CONSTRUCT OR ERECT ANY FLATS in the imme diate neighborhood, entered into upon adequate consideration, is valid, and its specific performance may be enforced. Lewis v. Gollner, 516. & STATUTE OF FRAUDS - PARTITION FENCE-A contract for the convey. ance of an undivided interest in a partition fence between lands of adjoining owners is a contract for the release of an interest in real estate, and, to be binding, must, in the absence of part performance, be in writ ing, to satisfy the statute of frauds. Rudisill v. Cross, 57. 4. STATUTE OF FRAUDS - EXECUTORY CONTRACT. —It is no objection to a written contract that some of its terms remain to be fixed by something to be done in the future, if that something is done before an action is brought; and if the contract is then in writin, the statute of frauds is complied with. Freeland v. Ritz, 244. 5. RESTRAINT OF TRADE. — A contract between two corporations manufacturing glue from fish skins, under a patent supposed by both to be valid, the object of which was to avoid competition, and to regulate prices, is not void as against public policy, the fish-glue not being an article of prime necessity, or a staple commodity ordinarily bought and sold in the market. Gloucester etc. Co. v. Russia etc. Co., 214. 6. PRIVILEGE OF PURCHASE AT JUDICIAL SALE AS CONSIDERATION. A contract between a debtor and his judgment creditor, promising an advantage to such debtor in case his creditor is permitted to purchase the property at a judicial sale, then about to take place, and which is calculated to relax the vigilance of the debtor and his friends at such judicial sale and prevent competition, will be enforced if creditors are not affected thereby, and the plea of want of consideration will not be entertained. Carter v. Gibson, 381. See ADVERSE POSSESSION; AGENCY, 1, 3; ATTACHMENT, 5; CARRIERS, 1, 2, 4, 6; CONTEMPt; Damages, 1-3; INFANTS; LANDLORD and Tenant, 8; MARRIAGE ANd Divorce; PaRTNERSHIP, 4, 5; PLEADING, 3, 4; Sales, 1, 4, 7-10; SCHOOLS, 4; SPECIFIC PERFORMANCE; TRUSTS, 1; USURY; VENDOR AND PURCHASER, 1, 3; WILLS, 1; WITNESSES, 1. CONTRACT OF SALE. See ADVERSE POSSESSION; AGENCY. CONTRIBUTORY NEGLIGENCE. See NEGLIGENCE, 10-13; RAILROADS, 19-22, 25, 27-30. CONVERSION. CONVEYANCE. See ADVERSE POSSESSION; DEEDS; REAL PROPERTY; TRUSTS, 4. CORPORATIONS. 1. CORPORATION DE FACTO, WHAT S.-A corporation de facto is a corporation organized and operated under color of the law, but not legally constituted. The statute of Texas requires that at least two of the subscribers to the charter of an intended incorporation must be citizens of the state. Where, therefore, articles of incorporation filed in the office of the secretary of state are signed by persons none of whom are citizens of the state, the corporation is not legally constituted, but until the pretended charter is vacated it is a corporation de facto. American Salt Co. ▼. Heidenheimer, 743. 2. DE FACTO CORPORATION, WHEN BODY REGARDED AS. A body is regarded as a de facto corporation only where there has been an effort to conform to the forms of law in establishing a corporation, and some formal defect exists merely as to the mode of complying with the law, and the body is dealt with and acts as a corporation. Allen v. Long, 735. 3. QUALIFICATIONS OF DIRECTOR — AN ASSIGNEE OF STOCK who appears a stockholder on the corporate books is qualified to vote the stock and bold the office of director, although the transfer was made to him for the sole purpose of so qualifying him. In re Argus Printing Co., 639. 4. DIRECTORS QUALIFICATIONS. -One who does not appear to be a stockholder upon the books of the corporation is not eligible to vote stock or hold the office of director therein, although he may be entitled to the legal title to the stock voted. In re Argus Printing Co., 639. 5. ELECTION OF DIRECTOR. — It is essential to a valid election of a director of a corporation that he receive the vote of a majority of the subscribed capital stock. If he receives the vote of a minority only of such stock, his election will be set aside, and a new election ordered. In re Argus Printing Co., 639. 6. ELECTION OF DIRECTORS.-One who holds the majority of the stock of a corporation, and who has acquiesced in the organization of a stockholders' meeting for the purpose of electing directors, and has participated in the business of such meeting by nominating directors to be voted for, cannot afterwards withdraw therefrom, organize another meeting, and elect directors named by him by voting his stock for them at the latter meeting. He must remain in and vote his stock at the meeting first organized. If his ballot should be rejected, the directors voted for by him will be declared elected by the court. In such case, a minority of the stockholders have the right to insist that after a meeting is organized the majority shall not withdraw from it and organize another meeting, at which the minority must appear or lose their rights. In re Argus Printing Co., 639. 7. LIABILITY ON FORGED CERTIFICATES OF STOCK.- Where the by-laws of a corporation provide that all certificates of stock shall be signed by its president and treasurer, and such president, who is not the proper officer to issue certificates, makes a fraudulent issue thereof to himself, forging the name of such treasurer thereto, affixing the corporate seal, and pledging them for his individual debt, the corporation is not liable for his criminal fraud as for an act made possible by its negligence, although he was allowed to have access to its seal and certificate-book after his previous misconduct in violating an agreement to pledge certain stock to the corporation. Hill v. Jewett Pub. Co., 230. 6. RIGHT AND DUTY OF PLEDGEE TO VOTE STOCK. —A pledges of corporate stock, who appears by the books of the corporation to be the owner thereof, has a right to vote whatever stock stands in his name at a meeting for the election of directors; and in such case the pledgor has no right to vote such stock. In re Argus Printing Co., 639. 9. REMEDY OF PLEDGOR ENTITLED TO VOTE STOCK. —A pledgor of corporate stock who has a legal right to vote it, although it has been transferred to his pledgee on the books of the corporation, has his remedy in equity to compel a proper transfer, or to require the pledges to give a proxy. In re Argus Printing Co., 639. 10. STOCKHOLDER REMEDY OF ASSIGNEE OF STOCK. —An assignee of stock who is entitled to have his transfer recorded on the corporate books may, in equity, compel the corporation to record it, or he may compel his assignor to give him a proxy; but until this is done, he is not a stockholder, so as to be entitled to vote the stock or hold the office of director. In re Argus Printing Co., €39. 1. STOCKHOLDER, WHO IS. - One is a stockholder in a corporation only when he holds shares on the books of the company, and not when he merely holds the certificate of such shares. In re Argus Printing Co., 639. 12. STOCKHOLDER. - UNRECORDED TRANSFER OF STOCK in a corporation is not valid for any purpose, except as between the parties, and until such transfer is made on the corporate books, the person in whose name the stock there appears will continue to be a stockholder, for the purpose of voting the stock, or of being eligible to the office of director. In re Argus Printing Co., 639. 13. CONFLICT OF LAWS-ENFORCEMENT OF PERSONAL LIABILITY OF STOCKHOLDER IN A FOREIGN CORPORATION. — A resident of New York cannot maintain an action in Massachusetts against a resident in California to establish his personal liability for the debt of a corporation having no place of business in Massachusetts, and organized under the laws of Kansas, providing for special and limited liability of a stockholder, when his liability as such stockholder has not been judicially determined in the latter state. Bank of North America v. Rindge, 240. 14. STOCKHOLDERS are under no obligation to inform their co-stockholders of their intention to exchange their stock for the stock of another corporation, or of their intention to invest therein. Trisconi v. Winship, 175. 15. STOCKHOLDERS OF DE FACTO CORPORATION NOT LIABLE TO ITS CREDITORS AS PARTNERS. - Persons who, after the organization of a corporation has been apparently effected, and the secretary of state has returned its charter, with a certificate that it has been filed in his office as the statute requires, become stockholders in such corporation, under the belief that a legal corporation exists, and without any notice of any vice in the charter of such corporation, cannot be held liable as partners for its debts. American Salt Co. v. Heidenheimer, 743. 16. RIGHT OF STOCKHOLDERS TO SELL STOCK. Stockholders in a corporation, including its directors who own stock, have the indisputable right to dispose of their stock at their pleasure. Trisconi v. Winship, 175. 17. POWER OF MAJORITY OF STOCKHOLDERS TO WIND UP. In the absence of any express statutory prohibition, a majority of the stockholders in a corporation, acting within the scope of their authority, may wind up its affairs and dissolve it, for reasons deemed by them sufficient; and the courts are powerless to inquire into and determine the expediency or sufficiency of the motives which dictated such action, although it entails a loss upon the minority of the stockholders. Trisconi v. Winship, 175. 18. MORTGAGE BY CORPORATION, DEFECTS IN, CURED BY RATIFICATION, Where a mortgage by a corporation is signed, without authorization by resolution, by its president and secretary, who were two of of its three trustees, but the corporation receives the benefits of the mortgage, the defect in its original execution will be regarded as cured by acquiescence and ratification. If money has been obtained by a corporation upon its securities, which are irregular and ultra vires, but the money has been applied for the benefit of the corporation, with the knowledge and acquiescence of the stockholders, the corporation and its share-holders will be estopped from denying the corporation's liability to repay it. Horton v. Long, 867. WHEN. 19. RECORDS OF CORPORATION, TESTIMONY INADMISSIBLE TO DESTROY EFFECT OF, WHEN. - Where, for the purpose of proving the execution of mort. gage bonds by a railroad corporation, a book found in the company's - office, identified as the one in which the records of the meetings of the See AGENCY, 1; ASSOCIATIONS; CONTRACTS, 5; LIMITATIONS OF ACTIONS, 2 COSTS. See EXECUTION, 1; HOMESTEAD, 7; Pleading, 7; RECEIVERS, 2 CO-TENANCY. 1. CONVEYANCE MADE BY ONE OF SEVERAL Co-tenants, PurPORTING TO 2. A CONVEYANCE BY A CO-TENANT OF A SPECIFIO PART of the lands of the 3. A GRANT BY A MOTHER to a railway company of a right of way over lands 4. A PROCEEDING to obtain compensation for lands taken and used by a rail- 5. TENANT IN Common cannot Sue his Co-TENANT FOR POSSESSION, WHEN. -- 6. TENANT IN COMMON CANNOT RECOVER FOR HIS CO-TENANTS NOT PARTIES. Bee ASSOCIATIONS, 4; HOMESTEAD, 7, 8; Husband and Wish, 1-8; PARTI TION. COUNSEL |