CONSTRUCTION OF STATUTES.

250.* Construction of word importing singular number or masculine gender. That whenever, in describing or referring to any person, party, matter or thing, any word importing the singular number or masculine gender is used in any statute, the same shall be understood to include, and shall apply to several persons and parties, as well as one person or party, and females as well as males, and bodies corporate as well as individuals, and several matters and things as well as one matter or thing, unless it be otherwise provided, or there be something in the subject or context repugnant to such construction.

("An act relative to statutes," G. S., p. 3195, $9.)

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251. Words month" and "year" construed.-That the word "month," when used in any statute, shall be construed to mean a calendar month, and the words "a year," shall be construed to mean a calendar year.

(Id., § 10.)

252.

Words "oath" and "sworn" construed.-That the word "oath" shall be construed to include "affirmation," and the word "sworn" shall be construed to include "affirmed."

(Id., § 11.)

253. Words "state" and "United States" construed.— That the word "state," when applied to different parts of the United States, shall be construed to extend to and include the District of Columbia, and the several territories created. or recognized by congress; and the words "United States " shall be construed to include the said territories.

(Id., § 12.)

254. When acts go into effect.-That from and after the passage of this act, all public acts which shall be hereafter passed shall not go into operation or be in force until the

* Arbitrary section number, see footnote, p. 118.

§ 255 fourth day of July next after the passage of any such act, unless otherwise specially provided for in such act.

(Id., § 13.)

255. Printed laws evidence. That all the laws heretofore printed, and also that may hereafter be printed by the authority of this State, shall, before any court in this State, be received in evidence, anything in any law to the contrary notwithstanding.

(Id., § 14.)

NOTES OF DECISIONS.

BONDS.

Bona-fide holders.-A receiver had been appointed. An agreement was made to give each creditor four time notes. The receiver was discharged. Two of the creditors received no notes. Payment of the first series of the notes was defaulted. It was then proposed to issue corporate bonds and take up the notes. A majority of the creditors accepted, and bonds were issued to them, some retaining their notes and others being paid in cash. Held, that the creditors who took bonds issued to take up the notes were not bona fide holders. (Skirm et al. v. Eastern Rubber Mfg. Co., 57 N. J. Eq.. 179. See also Bank v. Sprague, 21 N. J. Eq 530; Sewell v. R. R. Co., 9 Atl. Rep., 785.)

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Presentation of coupons.-When a mortgage to secure the payment of the principal of certain bonds at a specified day and the interest thereon according to the provisions of coupons attached to the bonds, tains a covenant that at a fixed time after default in the payment of interest, and after demand, the principal shall become immediately due and the bonds and coupons are payable at a designated place, default in the payment of interest within the meaning of that covenant will result from the non-payment of the coupons, although not presented at the designated place and payment demanded. (Security Trust & Safe Deposit Co. v. New Jersey Paper Board & Wall Paper Mfg. Co., 57 N. J. Eq., 603.)

Consideration. The mere fact that property bought for $17,000 at sheriff's sale, on execution against a corporation, was resold to the reorganized corporation for $38,000, is not proof of fraudulent overvaluation, so as to affect the validity, as against the receiver of the latter corporation, of its bonds given on account of the transaction. (Pomeroy v. New York Smelting & Refining Co., 48 Atl. Rep., 395.)

Bonds secured by unrecorded chattel mortgage valid.-Even if, under statutes making certain chattel mortgages void as against creditors, admissions therein as to indebtedness be not admissible against the creditors, the indebtedness, as an unpreferred claim, may be shown by the bonds attempted to be secured. (Pomeroy v. New York Smelting & Refining Co., 48 Atl. Rep., 395.)

Validity of bonds informally issued.-A corporation having authority to execute bonds, and its proper officers having actually executed and delivered them, and it having received, retained, and used the consideration for the bonds, and paid interest on the bonds for years, omission of a

formal resolution authorizing their execution is no defense thereto. (Pomeroy v. New York Smelting & Refining Co., 48 Atl. Rep., 395.)

Implied authority to issue bonds.-Express authority given by the stockholders and directors of a corporation to prepare and execute mortgages for the purpose of borrowing money gives an implied authority to prepare and execute bonds for payment of the money as one of the usual evidences of a loan, and execution of the mortgages, reciting the bonds, ratifies them. (Pomeroy v. New York Smelting & Refining Co., 48 Atl. Rep., 395.)

DIRECTORS.

A special committee of the board of directors of a private corporation being empowered by the board to contract for the sale of the shares of stock in another company owned by the corporation, stipulated in the contract which they made that the members of the committee should personally have an option to deliver their own shares in the same company to the same vendee at the same price. Other stockholders of the corporation also owned shares in the same company, but no such option was secured for them. Held, that the court would not decree specific performance against the objection of the corporation and its stockholders. (Kelsey v. New England St. Ry. Co. et al., 48 Atl. Rep., 1001.)

DIVIDENDS,

A bill filed by a stockholder of a corporation, averring that there are accumulated profits of its business not reserved for working capital under the statute, and praying that its directors should meet and declare a dividend out of such accumulated profits, is not demurrable. (Griffing v. A. A. Griffing Iron Co., 48 Atl. Rep., 910.)

A stockholder's bill alleged the payment of a large dividend, but that the corporation also had a large accumulation of profits which should be distributed as dividends, but it was not stated that such sum was larger than the stockholders had fixed as a reserve. Held, That the bill was not sufficient to show that such accumulated profits should be distributed among the stockholders, since it would be presumed that such sum was reserved by the stockholders as a working capital. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

The mere fact that a corporation has a large amount of surplus does not entitle a single stockholder to compel its distribution by a bill in equity. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

DOMICILE.

Corporation may have more than one domicile.-In National Fire Insurance Company of Hartford v. Chambers (53 N. J. Eq., 468) it was held that a corporation is capable of having several domiciles for the purposes of suit, and of being sued at the same time in more than one jurisdiction, the Court of Chancery repudiating the doctrine of Douglas v. The Insurance Company (138 N. Y., 209).

INSOLVENCY.

Distribution of assets. Upon distribution of the assets of an insolvent corporation the right of a preferred creditor to full payment outranks the right of a general crediter to partial payment. (Lyle v. Staten Island Terra-Cotta Lumber Co., 48 Atl. Rep., 783.)

Claims of laborers.-Preferred claims for labor are to be paid in full unless it be necessary to encroach upon them to meet the expenses of the receivership. (Lyle v. Staten Island Terra-Cotta Lumber Co., 48 Atl. Rep., 783.)

INSPECTION OF BOOKS.

Interrogatories under § 155 of the Practice Act cannot lawfully demand from a corporate opponent inspection or copy of books, papers, or documents in the possession or under the control of the corporation. (Wolters v. Fidelity Trust Co., 46 Atl. Rep., 627.)

Where a stockholder wishes a discovery of the financial condition of the corporation, his remedy is not by a bill in equity for discovery, but by mandamus to compel an inspection of the books, aided, if necessary, by a petition under the statute to compel the corporation to bring the books into the state for such purpose. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

A stockholder's bill asking for a discovery of the financial condition of the corporation, but which fails to allege that plaintiff has been refused such information, or an inspection of the corporation books, and which does not plead any portion of the articles of incorporation which relates to the stockholder's right of inspection, is not sufficient to authorize the granting of a discovery by a court of equity. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

MANAGEMENT.

Court will not interfere.-Where a corporation is engaged in competition with a rival corporation, and there is nothing to show bad faith or palpably bad judgment on the part of its directors, a court of equity, at the suit of a stockholder, will not enjoin it from selling its products for less than the cost thereof, since it is a question for the corporation and not for the courts. (Trimble v. American Sugar Refining Co., 48 At]. Rep., 912.)

MARRIED WOMEN.

The circumstance that a married woman is the owner of the majority of stock in a corporation does not enable her to bind herself to pay its debts. (Allen v. Beebe, 63 N. J. Law, 377.)

OPTIONS.

It is now well settled that an optional agreement to convey, without any covenants or obiigations to convey and without any materiality of remedy, will be enforced in equity if it is made upon proper consideration, or forms part of a lease or other contract between the parties, that