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COMPENSATION.

For property taken for public use, see Emi-
nent Domain, §§ 75-153.

Waiver of conditions to right to sue to enforce
liabilities of corporate officers, see Corpora-
tions, 353.

In contracts and conveyances.

Of particular classes of officers or other persons. See Bonds, § 64; Contracts, § 221; Mortgages,
See Brokers, §§ 40-75.

Attorney, see Attorney and Client, §§ 166, 182,
189.

Committee of insane person, see Insane Persons,
$ 41.

Guardian ad litem of infant, see Infants, § 83.
Municipal employé, see Municipal Corporations,
$ 220.

Referee, see Reference, § 76.

Servant, see Master and Servant, §§ 70, 80.

COMPETENCY.

Of experts as witnesses, see Evidence, § 536.
Of jurors, see Jury, §§ 110-135.

Of witnesses in general, see Witnesses, § 209.

COMPLAINT.

In civil actions, see Pleading, § 52.

In criminal prosecution, see Criminal Law, §
216; Indictment and Information.

COMPOUNDING FELONY.

By attorney as ground for disbarment, see
Attorney and Client, § 39.

§ 3. Under Pen. Code, § 125, and Code Cr.
Proc. 8 663, 666, an attorney, by agreeing to
stop a threatened prosecution for criminal as-
sault after serving a magistrate's summons on
the person accused, charging him with the of-
fense, held guilty of compounding a crime.
In re Hart (Sup.) 193.

COMPROMISE AND SETTLEMENT.
See Payment; Release.

Compromise of claim by administrator, see Ex-
ecutors and Administrators, § 87.
Restraining settlement, see Injunction, § 16.

COMPROMISE JUDGMENT.
Decision on trial by court, see Trial, § 387.

CONCURRENT JURISDICTION.

Of courts, see Courts, § 516.

CONDEMNATION.

Taking property for public use, see Eminent
Domain.

CONDITIONAL SALES.

See Sales, §§ 460-481.

CONDITIONS.

On refusing injunction, see Injunction, § 154.
On vacation of judgment, see Judgment. § 169.

§ 314.

Bill of lading, see Carriers, §§ 51, 83.
Insurance policies, see Insurance, §§ 291, 292.

Precedent to actions or other proceedings.
Breach of contract, see Sales, § 406.
For price of goods, see Sales, § 345.
Rescission of contract, see Cancellation of In-
struments, § 24.

To enforce liability of surety on bond to dis-
charge mechanic's lien, see Mechanics' Liens,
$ 228.

To recover compensation of municipal employés,
see Municipal Corporations, § 220.

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CONSTITUTIONAL LAW.

Provisions relating to particular subjects.
See Jury, § 28.

Enactment and validity of statutes, see Stat-
utes, § 1.

Special or local laws, see Statutes, § 97.

II. CONSTRUCTION, OPERATION,
AND ENFORCEMENT OF CON-
STITUTIONAL PROVISIONS.

§ 48. It is a well-settled rule of constitution-
al exposition that if a statute may or may not
be, according to circumstances, within the lim-
its of a legislative authority, the existence of
the circumstances necessary to support it must
be presumed.-Bush v. New York Life Ins. Co.
(Sup.) 1056.

For cases in Dec. Dig. & Amer. Digs. 1907 to date & Indexes see same topic & section (§) NUMBER

V. PERSONAL CIVIL AND POLITI- Statutes of limitations, see Limitation of Ac CAL RIGHTS.

tions, § 5.

CONSTRUCTIVE NOTICE.

89. A Massachusetts insurance company has a constitutional right to make at contract in Massachusetts with a citizen of New York to insure property in this state, and a New York law See Notice, §§ 5, 6. would be void in so far as it interfered with such right.-Hammond v. International Ry. Co. (Sup.) 854.

VII. OBLIGATION OF CONTRACTS. (C) CONTRACTS OF INDIVIDUALS AND PRIVATE CORPORATIONS.

154. Under Laws 1892, p. 2022, c. 690, § 235, as amended by Laws 1903, p. 1052, c. 450, 81, rights of a member of a beneficiary association to an old age benefit held vested, and not subject to impairment by subsequent legislation. -People V. Chapter General of America, Knights of St. John and Malta (Sup.) 985.

CONTEMPT.

In disobedience of order for payment of alimony, see Divorce, § 269.

III. PUNISHMENT. Term of imprisonment for failure to pay alimony, see Divorce, § 269.

§ 82. Testamentary trustee, committed for contempt for failure to pay over moneys, will not be discharged on his general statements of inability. In re Geyer (Sur.) 800.

CONTEST.

$172. The application of Code Civ. Proc. § 2728, requiring the sureties of an administrator Of will, see Wills, § 226. to be made parties in proceedings for a voluntary accounting and for judgment on a bond executed before the section was passed, does not impair the obligation of contracts, as it affects the procedure only and not the remedy.-Cookman v. Stoddard (Sup.) 901.

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XI. DUE PROCESS OF LAW.

§ 290. A municipal assessment held void for want of adequate description, under constitutional provisions as to due process of law.-Noxon v. City of New Rochelle (Sup.) 822.

CONSTRUCTION.

CONTRACTS.

Agreements within statute of frauds, see
Frauds, Statute of.

Assignment, see Assignments.
Cancellation, see Cancellation of Instruments.
Damages for breach, see Damages, § 124.
Impairing obligation, see Constitutional Law, §§

154, 172.

Operation and effect of customs or usages, see
Customs and Usages.

Parol or extrinsic evidence, see Evidence,

419-442.

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Particular classes of express contracts.
See Bailment; Bills and Notes; Bonds; Cove
nants; Guaranty; Indemnity; Insurance;
Mortgages; Partnership; Rewards; Sales
Agency, see Principal and Agent.

Of contracts, instruments or judicial acts and Bills of lading, see Carriers, §§ 51, 55.

proceedings.

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Employment, see Master and Servant.
Mutual benefit insurance, see Insurance, § 719.
Leases, see Landlord and Tenant.
Sales of realty, see Vendor and Purchaser.
Stipulations in actions, see Stipulations.
Suretyship, see Principal and Surety.

Particular classes of implied contracts.
See Money Lent; Money Received; Use and
Occupation.

Particular modes of discharging contracts.
See Payment; Release.

I. REQUISITES AND VALIDITY.

(A) NATURE AND ESSENTIALS IN GENERAL.

§ 2. Acceptance of an offer by letter or telegram is governed by the law of the place where the acceptance is dispatched.-SteinGray Drug Co. v. H. Michelsen Co. (Mun. Ct.) 789.

$ 9. A contract, whereby plaintiff, an insurance agent, agreed that if defendant would take out certain policies he would secure a loan thereon for defendant, held void for uncertainty.Smith v. Dotterweich (Sup.) 896.

§ 10. A contract whereby a city gave defendant the privilege of appropriating to his own use refuse at specified dumps of the street cleaning department for one year in consideration of a certain weekly payment held not void for want of mutuality.-City of New York v. Paoli (Sup.) 544.

(B) PARTIES, PROPOSALS, AND ACCEPTANCE.

§ 19. Where an offer is made by mail, and an acceptance posted, the contract is complete; a withdrawal of the offer being ineffective, unless received before the mailing of the acceptance. Stein-Gray Drug Co. v. H. Michelsen Co. (Mun. Ct.) 789.

§ 28. Evidence held not to establish a contract of subscription for a publication.-Realty Records Co. v. Pierson (Sup.) 547.

(C) FORMAL REQUISITES.

§ 32. That parties to an alleged oral agreement intend to have a formal written agreement executed is evidence that the oral agreement is not intended to be binding.-Sherry v. Proal (Sup.) 234.

(E) VALIDITY OF ASSENT.

$ 98. An agreement that is voidable, and not void, is to be given effect until disaffirmed. -Hyde v. Equitable Life Assur. Society of United States (Sup.) 219.

(F) LEGALITY OF OBJECT AND OF CONSIDERATION.

§ 123. A contract by an employé of a city to sell information acquired in its employ, to be used against it, held immoral.-Coffey v. Burke (Sup.) 514.

§ 129. An agreement by an attorney with a creditor of a bankrupt held not invalid as against public policy.-William Bernard v. Fromme (Sup.) 807.

§ 131. If the intention of the parties to a contract to secure a reduction of taxes is to make use of an acquaintance with public officers for the purpose of illegitimately influencing them, the contract is void.-McCallum v. Corn Products Co. (Sup.) 118.

§ 138. That defendant has the fruits of plaintiff's immoral contract to furnish information to be used against his employer city held

no ground for allowing recovery of the price.Coffey v. Burke (Sup.) 514.

§ 139. Parties to an invalid contract held not in pari delicto, so as to authorize one to make its invalidity a defense.-William Bernard v. Fromme (Sup.) 807.

§ 140. A new promise founded on an illegal contract held illegal.-Coffey V. Burke (Sup.) 514.

$141. Evidence held to conclusively show that a party undertook to and did secure by improper methods a reduction of taxes against corporations to which they were not entitled,

and so was not entitled to compensation therefor-McCallum v. Corn Products Co. (Sup.)

118.

II. CONSTRUCTION AND OPERA

TION.

(A) GENERAL RULES OF CONSTRUCTION.

§ 147. In the absence of fraud or mistake, a contract must be construed so as to give effect to the intention of the parties so far as it can be gathered from the instrument itself.-Anderson v. New York & H. R. Co. (Sup.) 954.

be understood in more than one sense, it should § 155. Where the language of a contract may be interpreted in the sense in which the promisor had reason to believe the promisee would understand it.-Stanton v. Erie R. Co. (Sup.) 375.

§ 169. Contracts must be read and given a reasonable construction in the light of the situation of the parties when the contract was made.-Condon v. New Rochelle. Water Co. (Sup.) 142.

$176. The interpretation of a contract is for the court.-Smith v. Dotterweich (Sup.) 896.

(E) CONDITIONS.

§ 221. Under an advertising contract, publisher held not entitled to recover contract price without showing orders sent to publisher to the extent of the contract price.-Keystone Pub. Co. v. Roman (Sup.) 654.

III. MODIFICATION AND MERGER. Legality of marriage promise conditioned on one of parties securing divorce from present spouse, see Breach of Marriage Promise, § 7.

V. PERFORMANCE OR BREACH.

§ 280. A contract to secure a reduction in the assessment of corporate stock held not performed by obtaining a reduction, which defrauded the state of taxes to which it was entitled, and which may still be collected.-McCallum v. Corn Products Co. (Sup.) 118.

$ 300. The clause in a builder's contract making a strike among workmen a valid excuse for delay does not protect a contractor from the consequences of a voluntary lockout against employés on his part.-Mahoney v. Smith (Sup.) 1091.

For cases in Dec. Dig. & Amer. Digs. 1907 to date & Indexes see same topic & section (§) NUMBER

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III. CORPORATE NAME, SEAL, DOMICILE, BY-LAWS, AND RECORDS. Business § 43. Under Corporation Law (Laws 1890, p. 1168, c. 567) § 2, subd. 1, the name of a corporation is essential to its existence, and in its contracts it must use its name. -Scarsdale Pub. Co.-The Colonial Press v. Carter (Sup.) 731.

$ 46. A corporation held not authorized to use only a part of its name in its contracts.Scarsdale Pub. Co.-The Colonial Press v. Carter (Sup.) 731.

IV. CAPITAL, STOCK, AND DIVIDENDS.

(B) SUBSCRIPTION TO STOCK. Action for fraud in inducing purchase of stock, see Fraud, §§ 39, 44, 58, 59.

Agreement to indemnify subscriber against loss, see Indemnity, §§ 1, 11. Misjoinder of causes of action for fraudulently inducing purchase of stock, see Action, § 47.

(D) TRANSFER OF SHARES.

§ 121. A buyer of corporate stock held entitled to recover the damages sustained in consequence of the failure of the seller to deliver the stock at the time fixed.-Chapman v. Fowler (Sup.) 962.

§ 121. A buyer held not to waive his right to recover damages for the seller's failure to per form at the date designated for performance.— Chapman v. Fowler (Sup.) 962.

§ 121. A buyer held not estopped from recovering damages for the seller's breach of contract of sale.-Chapman v. Fowler (Sup.) 962.

V. MEMBERS AND STOCKHOLDERS. (A) RIGHTS AND LIABILITIES AS TO

CORPORATION.

Action for fraud in inducing purchase of stock. see Fraud, §§ 39, 58, 59.

VI. OFFICERS AND AGENTS.
(A) ELECTION OR APPOINTMENT,
QUALIFICATION, AND TENURE.

§ 283. The fact that only a minority of the stock of a corporation was voted on at the elec tion of directors does not make the election illegal.-Ashcroft v. Hammond (Sup.) 362.

§ 294. The suspension or removal of corporate directors can only be had in an action brought for that purpose by the Attorney Geteral, as provided by Code Civ. Proc. §§ 1781. 1782, and 1811.-Welcke v. Trageser (Sup) 166.

(C) RIGHTS, DUTIES, AND LIABILITIES AS TO CORPORATION AND ITS MEMBERS.

Striking out matter from pleadings in action between shareholder and officer or agent, see Pleading, § 364.

§ 316. Certain agreement by corporation
held not void, because a part of the persons
with whom made were its directors, but to be
voidable at most.-Hyde v. Equitable Life Assur.
Society of United States (Sup.) 219.

$320. A court of equity may at the suit
of stockholders restrain mismanagement by
corporate directors, and appoint a receiver of
the property, where it appears that the direct-
ors are acting fraudulently and contrary to the
interests of the corporation.-Welcke v. Trag-
eser (Sup.) 166.

(D) LIABILITY FOR CORPORATE DEBTS
AND ACTS.

(B) REPRESENTATION OF CORPORA-
TION BY OFFICERS AND
AGENTS.

§ 428. A corporation, represented in a pur-
chase of personalty from a fraudulent vendee
by a person who has knowledge of the facts,
held charged with knowledge thereof.-Beinert
v. William M. Tivoli & Co. (Sup.) 4.

(C) PROPERTY AND CONVEYANCES.
§ 434. The duty of a corporation to pre-
serve its assets exists, irrespective of whether
their original acquisition was authorized.-Hyde
v. Equitable Life Assur. Society of United
States (Sup.) 219.

Waiver of limitations, see Limitation of Ac- (D) CONTRACTS AND INDEBTEDNESS.
tions, § 15.

§ 353. As Laws 1901, p. 961, c. 354, repeal-
ing directors' liability for failure to file an
annual report, but saving the right of a credit-
or, if an action be commenced within six months
after the taking effect of the act, imposes a
condition precedent to the right to sue, a waiv-
er of the condition converts the conditional
right of the creditor to sue into an absolute
right.-Watertown Nat. Bank of Watertown v.
Bagley (Sup.) 772.

8353. Laws 1901, p. 961, c. 354, repealing
the liability of directors for corporate debts for
failure to file an annual report, but saving the
right of a creditor, if an action be commenced
within six months after the taking effect of the
act, held a condition precedent to the right to
sue, which may be waived.-Watertown Nat.
Bank of Watertown v. Bagley (Sup.) 772.

VII. CORPORATE POWERS AND

LIABILITIES.

(A) EXTENT AND EXERCISE OF POW-
ERS IN GENERAL.

Power of life insurance company to invest in
bank stock, see Insurance, § 36.
Requiring production of books and records be-
fore trial in action against corporation, see
Discovery, § 38.

§ 370. A corporation, when acting within
the scope of its powers, is subject to the same
implications in consequence of its acts as an
individual would be.-Hyde v. Equitable Life
Assur. Society of United States (Sup.) 219.

§ 370. A corporation is an artificial creation,
having no natural or inherent power, but only
such as its charter confers.-Scarsdale Pub.
Co.-The Colonial Press v. Carter (Sup.) 731.

§ 377. A corporation may take the stock of
another corporation in payment of a debt.-
Hyde v. Equitable Life Assur. Society of Unit-
ed States (Sup.) 219.

§ 389. It will not be assumed that stock
held by one corporation in another was acquir-
ed ultra vires or unlawfully.-Hyde v. Equita-
ble Life Assur. Society of United States (Sup.)
219

Power of life insurance company, see Insurance,
§ 36.

(F) CIVIL ACTIONS.

Discovery of evidence before trial, see Discov-
ery, § 38.
Setting aside default, see Judgment, § 138.

§ 507. The validity of the service of sum-
mons on one as managing agent of a corpora-
tion does not depend on whether he ever deliv-
ered it to the corporation.-Kramer v. Buffalo
Union Furnace Co. (Sup.) 1101.

§ 507. An assistant superintendent of a cor-
poration held not a "managing agent" within
the meaning of Code Civ. Proc. § 431, subd. 3.
-Kramer v. Buffalo Union Furnace Co. (Sup.)
1101.

§ 513. Service with an answer of a copy of
an order directing the issues to be tried held
not necessary, under Code Civ. Proc. § 1778,
where the answer admits liability on the note
sued on and sets up a counterclaim.-Penny-
packer v. Thomas R. Levis & Co. (Sup.) 771.

§ 515. The defense of ultra vires, to be avail-
able in an action for breach of contract, must
be pleaded.-Stanton v. Erie R. Co. (Sup.) 375.
VIII. INSOLVENCY AND RECEIVERS.
§ 553. That officers of a corporation held
property belonging to it in trust is not ground
for the appointment of a receiver pending an
action to compel such officers to account for
their official conduct.-Fenn v. W. M. Ostrander
(Sup.) 1083.

§ 553. A receiver for a corporation will not
be appointed because of misconduct, unless nec-
essary to preserve the rights of creditors and
stockholders.-Fenn v. W. M. Ostrander (Sup.)
1083.

XII. FOREIGN CORPORATIONS.

$ 642. A contract by a foreign corporation
held not doing business in the state, requir-
ing a certificate of the Secretary of State au-
thorizing it, as required by Corporation Law
(Laws 1892, p. 1805, c. 687) § 15.-Haddam
Granite Co. v. Brooklyn Heights R. Co. (Sup.)

96.

§ 676. Under Code Civ. Proc. §§ 432, 433,
2452, and General Corporation Law (Laws

For cases in Dec. Dig. & Amer. Digs. 1907 to date & Indexes see same topic & section (§) NUMBER

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