main doctrine with proper qualifications and illustrations, to leave the profession to analyze and distinguish the cases for themselves.

The English decisions have been cited wherever they seemed. to throw light on the law as held in this country; but for reasons which are indicated on pp. 525, 526, and in the preface to my earlier book, I have given them a less prominent place than is usually assigned to them in treatises, and few propositions of the text depend on them alone for support.

The topics of the mortgages of railroads and franchises, and of the liability of railroad companies as common carriers, have not been included in this volume.

BOSTON, February 14, 1881.

E. L. P.

CONTENTS.

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CHAPTER I.

THE EXISTENCE OF THE CORPORATION.

Definitions, 1. Mode of creating the Corporation, 2. - General Laws au-

thorizing the Formation of Corporations, 3.

4. Essential Conditions of Existence, 6.

Existence, 8.

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- Acceptance of the Grant,

Organization, 7.- Proof of

Termination of Corporate Existence; Repeal of Charter,

9. Modes of terminating Corporate Existence, 10. — Forfeiture, 11.-

Quo Warranto and Scire Facias, 12. - Corporate Property in the Event

of a Dissolution, 13. — Domicile of the Corporation, 14. - The Status of

a Railroad Corporation established in Different States, 16.

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PAGE

1-23

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CHAPTER II.

THE DIRECTION OF THE CORPORATION.

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Qualification of Directors and Voters, 24.- Elections, 25.- Notice of Meet-

ings, 26. Officers de Facto, 26. - Remedy for Illegal Elections, 27.-

Place of Meeting of the Corporation and of the Directors, 27. — Rule of

the Majority, a Quorum, 29. — Mode in which Directors act, 30. — Com-

pensation of Directors, 31.- Powers of Directors, 32. - Power to dele-

gate, 34. Authority of the President or other Director, 34. A Director's

Knowledge, 35. - Directors as Trustees, 36. — Diligence in the Trust, 40.

Liability to the Public for Fraud, 41. - Suits against Directors, 43

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24-44

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Form of the Agreement to take Shares, 45.- Defective Subscriptions, 46. —

Subscriptions by Agents, 47.- Delivery of the Subscription; Escrow,

48. — Subscriptions before the Existence or Organization of the Corpo-

ration, 48. — Non-payment of the First Instalment, 50. — Full Number of

Shares not taken, 52.- Conditions in General, 56. - Waiver of Condi-

tion, 57.- Parol Agreements and Representations, 57. Subscriptions

conditional upon the Location, 59.- Fraud on Subscribers, 61. - Con-

struction of Written Conditions, 62. - Irregular or Illegal Action of the

Corporation, 64. - Amendments of the Charter; Change in the Scheme,

66. Calls and Assessments, 74. - Payment, Modes of, 75.- Compro-

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mises; Settlements in Fraud of Creditors and Stockholders, 76. - Statute

of Limitations, 77. Proof of Subscriptions, 77. - · Demand and Notice,

78. Interest, 79.- The Certificates; Tender; Effect of Holding, 79.

Transfer of Shares; Effect on Liability for Calls, 80.- Subscriptions, a

Trust Fund, 80- Remedies against Subscribers, 81

45-86

CHAPTER IV.

MUNICIPAL SUBSCRIPTIONS.

The Power to subscribe, not an Ordinary Municipal Power, 87.-Legislative

Power to authorize Municipal Subscriptions, 87. — Construction of State

Constitutions and Statutes by the National Tribunals, 94. — Vote of Citi-

zens constitutional, 95. — What constitutes a Majority, 95.- Each Tax-

payer allowed a Share, 95. - State Constitutional Restrictions, 95. —

Modes and Extent of Aid, and Conditions to be observed, 96. — Validity

of Municipal Bonds, 100.- - Various Defences, 101. - Defects cured by

Legislation, 102. Estoppel, 103.- Conclusive Acts and Certificates,

104.- Mandamus, 105. - Mandamus issued by the National Courts, 105. —

Injunction against Issue of Bonds and Collection of Tax, 106. - Reme-

dies against Municipality, 106. Bonds and Coupons, 107. - Miscel-

laneous Points, 108

87-109

1.

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CHAPTER V.

THE CAPITAL STOCK.

Incidents of Shares, 110.- Liable to Attachment, 110.-Not negotiable, 111.

Pledge of Shares, 111. Sale of Shares; Delivery and Payment, 111.-

Fraud in Sales, 112. Transfers; Regulations and Restrictions, 112.

Mode and Effect of the Transfer, 112. - Adverse Claims of Attaching

Creditors and Purchasers, 114. - Liability of the Corporation for Wrong-

ful Transfers, 115. - Transfers by Executors, Administrators, Trustees,

and Assignees in Bankruptcy, 117.- - Sales by Agents and Trustees in

Breach of Trust, 117.- Remedies at Law, 118.- Mandamus,, 119.

Remedy in Equity, 119. Measure of Damages, 119. - Dividends, 120.-

Stock Dividends, 123. Rights of Stockholders upon an Increase of Capi-

tal Stock, 123. - Preferred Stock, 124. - Dividends on Preferred Stock,

125. Interest upon Capital Stock, 126. - Overissues of Capital Stock,

127.-Lien of the Corporation, 129.

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110-129

CHAPTER VI.

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PURCHASE OF RIGHT OF WAY AND AGREEMENT WITH LAND-OWNERS.

Title or Interest acquired, 130.-Statute of Frauds, 130 Rights in Land

under a License, 131. - State Grants, 132. - Construction of Grants to the

Company, 132. Covenants running with the Land, 135. — Covenants and

Conditions, 135.- Conditions Precedent or Subsequent, 136.- Bonds to

Convey; Specific Performance, 137.- Resulting Trusts, 140.- Remedy

against the Company for Breach of its Contract of Purchase, 140. — Dam-

ages for Breach of Contract to convey, 141

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130-141

CHAPTER VII.

LAND AND INTERESTS THEREIN ACQUIRED BY THE RIGHT OF EMINENT

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DOMAIN.

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Source of the Power, 142.- A Public Use, 143.- Delegation of the Power,

144. What is a Public Use, a Judicial Question, 146. - Legislative Dis-

cretion as to the Exercise of the Power for a Public Use, 146. - Occa-

sions for use of the Power; the Necessity or Exigency requiring its Exer-

cise, 148. Property Subject to the Right of Eminent Domain, 151. —

Property of Corporations, 152.- Franchises, 153. Exclusive Grants,

153. Presumption against Interference with Earlier Grants for Pub-

lic Use, 154. - Estate or Interest taken, 157.- The Company's Right

of l'ossession exclusive within the Location, 159. Compensation

required, 161.- Adequate and Certain Provision for Compensation,

162. Adequate Remedy providing Compensation, 163. Time when

Compensation must be made, 163. — Remedies of Land-owners to whom

Compensation has not been made. Actions at Law and Remedy in

Equity, 167.- Injunctions, when granted, 168. - Release of Right to

Compensation, 168. - Waiver, Acquiescence, Laches, 169. - Strict Com-

pliance with the Statute required, 170.- Vesting of Title, 171. — When

Proceedings to take Land may be abandoned, 171. - Mode of determining

and obtaining the Compensation, 172.- Extent and Application of the

Special Remedy, 174.- The Statute Remedy exclusive, 177.- Acts of

Trespass or Negligence not within the Special Remedy, 179.- Descrip-

tion of Property and Injury, 180.- Averment and Proof of Inability to

agree, 181. Notice to Land-owners, 182. —Joinder of Parties, 183. —

Persons entitled to Compensation, 185. — Proof of Title, 187. — Right

to open and close, 187. The Award or Verdict, 188. Certiorari,

190. - Waiver of Irregularities, 191. Costs, 191. — Limitation to the

Remedy, 192.- Property and Rights requiring Compensation, 192. –

Land occupied permanently, 192. — Injuries to Franchises, 192. — Prop-

erty acquired under the Right of Eminent Domain, 192.- Highway

Crossings, 193. - Railroad Crossings, 194.- Preliminary Surveys, 194. —

Rights of Land-owners in Highways, 195. — Interference with the Own-

er's Use; Flooding of Land, 195. - Actionable Injuries. Depreciation

in Value of Land not taken, 196. Consequential Injuries, 197. -

Rights as affected by Statutes, 198. - Rights in Navigable and Other

Waters, 199. - What are Navigable Waters, 200.- Colonial Ordinances,

201.- Remedies against Unlawful Obstruction of Navigable Waters,

201.- Authority to obstruct Navigation, how acquired, 201.- Bridges

across Navigable Waters, 201.- Ferries across Navigable Waters, 202.-

Interference with the Flow of Streams in their Natural Course, 203. -

Surface Water, 205. — Ponds, 205. — Remedies for Injury to Ripa-

rian Rights, 206.- Construction of Certain Statutes which provide Com-

pensation. Statute of Massachusetts, 206. - English Statutes, 207.

Damages, of what Time assessed, 209.- Measure of Damages. - General

Rule. Difference in Market Value of the Tract or Lot before and

after the Taking, 210. - Damages limited to the Particular Tract or Lot,

212. The Owner's Fancy or Sentiment and the Company's Necessity

not to be regarded in the Estimate, 213.- The Use for a Railroad

to be considered, 213.- Particular Injuries, 213.- Expense of Fencing,

214. Expense of Changes and New Erections by the Land-owner,

214.- Exposure to Fire, 215.- Rents. Interruption of Facilities of

Communication, 216.- Remote and Fanciful Injuries, 216.- Present

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