ings. The insurance was contained in an ordinary English policy, from which the clause "Warranted free of capture", etc., had been struck out, and to which two other documents were annexed, one of which provided that the insurance was to be subject to English law, and to the conditions of the English Lloyd's policy; and in the other a clause had been inserted, "Warranted free from capture, seizure, and detention and all other cosequences of hostilities, piracy, riots, civil commotion and barratry excepted":

Held, that the contract was contained in the three documents, and that the ship was lost in "consequence of hostilities" within the meaning of the clause, which could not be restricted to consequences ejusdem generis with capture, seizure and detention.

Decision of the C. A. 35 T. L. R. 25 affirmed. Stoomvaart Maatschappij Sophie H. v. Merchants' Marine Insurance Co. H. L. (E) 89 L. J. íK. B.) 834; 122 L. T. 295; 36 T. L. R. 73.

If an operation creates no new risk, but only increases an existing risk by removing something which but for a state of war would have been a safeguard against that risk, then the risk is not a war risk; but if the peril be directly due to hostile action, it is a war risk.

A ship was steaming at night without lights, in obedience to Admiralty orders, as a precaution against attack by hostile submarines, when she came into collision with another ship, also steaming without lights, and was sunk. No blame attached to either ship, and the collision was inevitable under the circumstances:

Held, that the loss not in consequence of hostilities or warlike operations, but was by a marine risk.

British and Foreign Steamship Co. v. Rex (1918) 2 K. B. 670 affirmed.

A ship was one of a convoy escorted by men-of-war as a protection against attacks by hostile submarines, and was bount to obey the orders of the senior naval officer, and to take such course as he directed. While steaming on the course ordered at night the ship ran upon an unlighted reef, and became a total loss. There was no evidence of negligence on the part of the naval officer, or of the master of the ship:

Held, that the loss was not in consequence of hostilities or warlike operations, but was by a marine risk.

Decision of the C. A. (1919) 2 K. B. 670 affirmed (Viscount Cave and Lord Shaw dissenting). Britain Steamship Co. v. Rex. Green v. British India Steam Navigation Co. British India Steam Navigation Co. v. Liverpool and London War risks Insurance Association, Ld.-H. L. (E.) 89 L. J. (K. B.) 881; 25 Com. Cas. 301; 123 L. T. 721.

JUDGMENT.

In order that a foreign judgment may be enforceable in an English Court, it must be a final and conclusive judgment of the Court by which it was pronounced, and it is not a final and conclusive judgment of that Court if an order has to be obtained in that Court for its enforcement, or if on application to that Court for an order to enforce it the original judgment is liable to be abrogated or varied; but it is not prevented from being a final judgment by reason of the fact that it may be the subject of an appeal to a higher Court.

The Small Offences Enactment No. II of 1898 of the State of Perak provides by s. 39 that if any person neglects or refuses to maintain his wife or child it shall be lawful for a magistrate to order him to make a monthly allowance for their maintenance; by s. 40 that if such person shall wilfully neglect to comply with any such order, the magistrate may, for every breach of the order, by warrant direct the amount due to be levied in the manner by law provided for levying fines, or may sentence him to imprisonment; and by S. 41 that on the application of any person receiving or ordered to pay a monthly allowance under s. 40, and on proof of a change in the circumstances of such person, his wife, or child, the magistrate may make such alteration in the allowance ordered as he may think fit. Enactment No. 13 of 1905 provides that a Judicial Commr. shall have power to hear and determine all appeals from the lower Courts.

By the judgment of a Judicial Commr. of Perak dated December 13, 1916, which affirmed with a variation the previous order of a magistrate, under s. 39 of the above

enactment of 1898, it was adjudged that the defendant should pay to the plaintiff, his wife, as from August 9, 1916, a certain sum per month for the maintenance of the plaintiff and the child of the marriage. In October, 1919, the parties having come to England, the plaintiff brought an action against the defendant claiming monthly payments alleged to be due under the judgment of the Judicial Commr:

Held, that the judgment was not final and conclusive within the doctrine of English law which enables judgments of foreign Courts to be enforced in England, and that the plaintiff could not recover.

Nouvion v. Freeman (1889) 15 App. Cas. 1; observations applied. De Brimont v. Penniman (1873) 10 Blatchford's Circuit Court Rep. 436, held applicable. Harrop v. Harrop (1920) 3 K. B. 386; 123 L. T. 580; (1920) W. N. 209, 36 T. L. R. 635; 64 S. J. 586.

TAXATION.

Sec. 31 of the English (No. 2) Act, 1915 contains provisions with respect to the charge of income tax on non-residents. By sub-s 3: "Where a non-resident person not being a British subject or a British, Indian, Dominion, or Colonial firm or company or branch thereof, carries on business with a resident person, and it appears to the Commrs. by whom the assessment is made that, owing to the close connection between the resident and the non-resident person, and to the substantial control exercised by the non-resident over the resident, the course of business between those persons can be arranged, and is so arranged that the business done by the resident in pursuance of his connection with the non-resident produces to the resident either no profits or less than ordinary profits which might be expected to arise from that business, the non-resident person shall be chargeable to income tax in the name of the resident person as if the resident person were an agent of the non-resident person."

By sub-s 4: "Where it appears to the Commissioners by whom the assessment is made or, on any objection or appeal to the general or special Commissioners that the true amount of the profits or gains of any non-resident person chargeable in the name of a resident person with income tax cannot in any case be readily ascertained, the Commissioners may, if they think fit; assess the non-resident person on a percentage of the turnover of the business done by the non-resident person through or with the resident person in whose name he is chargeable...” By sub-s 4: "The amount of percentage shall in each case be determined, having regard to the nature of the business, by the Commissioners by whom the assessment on the percentage basis is made, subject, in the case of an assessment made by the additional Commissioners, to objection or appeal to the general or special Commissioners" with a further appeal to a referee or board of referees.

By s. 38 and the following sections all trades and businesses of any description carried on in the United Kingdom with certain specified exceptions are made liable to excess profits duty, which duty is by s. 45 to be assessed by the Inland Rev. Commrs with an appeal to the general or special Commrs.

By s. 45 sub-s. 7: "The Commissioners of Inland Revenue may make regulations with respect to the assessment and collection of the excess profits duty and the hearing of appeals under this section, and may by those regulations apply and adapt any enactments relating to the assessment and collection of income tax, or the hearing of appeals as to the income tax by the general or special Commissioners, which do not otherwise apply".

The Inland Rev. Commrs made regulations dated January 6, 1916, providing (inter alia) that s. 31 of the Finance (No. 2) Act, 1915, should apply to the assessment and collection of excess profits duty and the hearing of appeals in connection therewith.

An American company who manufactured a certain razor entered into an arrangement with an English company by which it sold its razors to the English company upon terms by which the American company should take the greater part of the difference between the cost of the articles and the price paid by the retailer to the English company. The Inland Rev. Commrs. assessed the English company to excesse profits duty as agents of the American company:

Held, that s. 31 of the Act of 1915 could not be applied to excess profits duty so as to enlarge the scope of the duty, and that therefore the assessment was invalid. Gillette Safety Razor, Ld v. Inland Rev. Commrs. (1920) 3 K. B. 358; 89 L. J.

Income from foreign investments not remitted to the United Kingdom, but received abroad by a person not domiciled in this

country, is not chargeable with income tax by reason of the fact that the investments stand in the names of trustees who are domiciled here.

Shares in a manufacturing company carrying on its busimess in a foreign country are not "foreign securities" within Case 4 of Sch. D. to s. 100 of the Income Tax Act, 1842, but are "foreign possessions" within Case 5, and therefore the duty to be charged in respect of them is to be computed on an average of the three preceding years, and not on the actual amount received in the current year. Sect. 5, cl. (b) of the Finance Act, 1914, exempts income paid or due before April 6, 1914, and retained abroad from liability to income tax if subsequently received in the United Kingdom, but does not exclude such income from the computation of the three years' average necessary to arrive at the amount of the current year's income liable to be taxed. Singer v. Williams-H. L. (E.) 89 L. J. (K. B.) 1218; 123 L. T. 625; (1920) W. N. 205; 36 T. L. R. 659; 64 S. J. 569.

By s. 31, sub-s. 2, of the Finance (No. 2) Act, 1915, “A non-resident person shall be chargeable in respect of any profits or gains arising, whether directly or indirectly, through or from any branch, factorship, agency receivership, or management, and shall be so chargeable under s. 41 of the Income Tax Act, 1842, as amended by this section, in the name of the branch, factor, agent, receiver, or manager."

The appellants were a Danish firm resident in Copenhagen manufacturing and dealing in cement-making and other similar machinery which they exported all over the world. They had an office in London in charge of a qualified engineer who was their whole-time servant. He received inquiries for machinery such as the appelants could supply, sent to Denmark particulars of the work which the machinery was required to do, including samples of materials to be dealt with, and when the machinery was supplied, he was available to give the English purchaser the benefit of his experience in erecting it. The contracts between the appellants and their customers were made in Copenhagen and the goods were shipped f. o. b. Copenhagen. The Commrs. held that the appelants exercised a trade within the United Kingdom and were assessable to income tax :

Held, that the place where a trade was exercised was the place where the transactions forming the alleged business were closed, in the case of a selling business by the sale of the commodity, and the profit thereby realized, and that therefore the appelants exercised their trade in Denmark, and that they could not in respect of the same profits and gains exercise their trade elsewhere.

Held, further, that s. 31, sub-s. 2, of the Finance (No. 2) Act, 1915, did not bring into taxation profits made by nonresidents from a trade not exercised in the United Kingdom and that therefore the appelants could not be assessed through their London office as a "branch" upon the profits which the appelants made by trading with this country. Smidth (F. L.) & Co. v. Greenwood. (1920) 3 K. B. 275; 89 L. J. (K. B.) 993; 36 T. L. R. 760.

II. UNITED STATES OF AMERICA *

ADMIRALTY.

A court of admiralty may award damages against the owner of a vessel for the death of a seaman thereon, where such right of action is given by the statutes of the state where the death occured and by those of the state where the vessel belongs.

Liability for the death of seamen, killed by explosion of a boiler on a boat, the home port of which was in Tennessee, and which, when absent therefrom was employed in the interstate commerce, held governed by the statute of Tennessee, although the deaths occured in the waters of Mississippi. Patton Tully Transp. Co. v. Turner, 269 F. 334.

A seaman on a Norwegian vessel, injured in the port of Gibraltar by the explosion of a steam gauge glass, held not entitled to recover compensation from the vessel under any law proved, but entitled to the expense of his maintenance and cure. The Hanna Nielsen, 267 F. 729.

for deportation of an alien, will not be set aside on application for habeas corpus.

If the ultimate purpose of an organization is the overthrow of the government by force and violence, its alien members can be deported, though there is no apparent possibility of such overthrow in the immediate future.

A denial by a member of the Communist Party of intention to use force or violence for the overthrow of the government does not prevent deportation of that member, if the programme of the party fairly supports a finding that the party advocated the use of force and violence. U. S. v. Wallis, 268 F. 413.

Foreigners are not granted citizenship as a privilege which they demand, but as an act of grace by the government, which may fix such conditions as it sees fit.

The character of the applicant for citizenship is considered, with reference to the probability of his citizenship resulting beneficially to the government.

Where the purpose of an applicant for naturalization was to secure the protection of the government and obtain a passport for his return to his native country for his wife and children, whom he had left there seven years before, and with whom he had not communicated since, his abandonment of his family and the possible obligations to protect him which would be imposed upon the United States are sufficient to warrant denial of naturalization, especially where he had sought deferred classification under the draft laws because of the dependency of his family to whom he was making no contribution, thereby evidencing an intent to evade the duties of citizenship. In re Sigelman, 268 F. 217.

Where petitioner for naturalization had for years conducted a disorderly hotel, he would be permanently barred from citizenship by denying his naturalization application with prejudice. Denial of naturalization petition on the ground applicant was not a man of good moral character debarred his again seeking citizenship for at least five years thereafter.

The government may inquire into the entire life history of the candidate for naturalization, in determining his right to naturalization, through the cross-examination prescribed by Naturalization Act June 29, 1906, no. 11 (Comp. St. 4370)

Where affidavits of witnesses to naturalization application specifically recited that they possessed personal knowledge of the fact that the candidate was a man of good moral character, whereas in fact he ran an assignation house, such witnesses would be debarred from further appearance as naturalization witnesses in the court.

A witness who is incompetent renders a naturalization application void. A competent naturalization witness cannot be substituted for an incompetent one.

Where an alien engaged in an immoral and illegal business procures naturalization, he will on proper proceedings be stripped of his citizenship on the ground that he fraudently and illegally procured it. In re Kornstein 268 F. 172.

Under article 4 of the Treaty of March 2, 1899, with Great Britain, providing that the stipulations of such treaty shall not apply to any of the British colonies, unless notice to that effect shall have been given on hehalf of such colony by the British government, where such notice was never given on behalf of Canada, is not entitled to the benefits of articles, 1 and 2, relative to inheritance, and cannot inherit land in Kansas, contrary to the laws of that state.

Where the British government never gave the required notice to extend the treaty of March 2, 1899, to the Dominion of Canada, the fact that such Dominion, in the exercise of its legislative authority, has given aliens the right to inherit, cannot give a British subject, who is a citizen and resident of Canada, the rights of inheritance given by the treaty, contrary to the law of the state. Sullivan v. Kidd, 41 S. Ct. 158.

Where the record of a hearing before a board of special inquiry, resulting in an order for deportation of an alien, was forwarded to the Secretary of Labor, before whom a brief was also filed by counsel for the alien, his substantial rights held to have been as fully protected as by a formal appeal. Shigezumi v. White 269 F. 258.

The opportunity to become a citizen of the United States is a mere privilege extended to the alien, and not a right. Act July 9, 1918, no 2, amending Selective Service Act no. 2 (Comp. St. Ann. Supp. 1019 no 2044b), so as to bar from citizenship one who had declared his intention to become a citizen and thereafter claimed exemption from military service on the ground of alienage, was merely declaratory of the law, and did not add to nor detract from the inherent powers of the court under the naturalization law to hold a plea of alienage in bar of performance of military service a bar of admission to citizenship.

An alien, who, after declaring his intention to become a citizen, claimed exemption from military service on the ground of alienage in any part of the draft questionnaire returned by him, is barred from admission to citizenship, so that one claimed such exemption on the first page of his questionnaire cannot be naturalized, though, in answer to the question under Series 7, he stated that he did not desire exemption on that ground. In re Tomarchio, 269 F. 400.

An alien who deserted from the military service of the United States, and was convicted and sentenced therefore by a court martial, will not be admitted to citizenship. In re Gnadt, 269 F. 189.

It is an indepensable prerequisite to the admission of an alien to citizenship that he possess an acquaintance with and working knowledge of the Declaration of Independence and Constitution of the United States, and have a comprehension of the obligations, responsibilities of citizenship arising from his taking the oath of allegiance, and it is not sufficient that during his residence he has been peaceable, industrious, of good character, and law abiding. In re Goldberg, 269, F. 392.

A German subject, who in 1914, after having made his declaration of intention, registered for military service with a German consul, held not entitled to admission to citizenship on such declaration, but under the facts shown entitled to refile or make a new declaration. In re Cuny, 269 F. 464.

Where an alien, who had declared his intention to become a citizen, thereafter attempted to volunteer for the military service of his native country but was rejected, so that he took his oath of allegiance in connection therewith, his act was not a recognition of the claim of his native country to his services, and therefore does not bar his admission to citizenship, as his registration for compulsory service would have done. In re Watkiss, 269 F. 466

Act June 29, 1906, no 4, subd. 7, as amended by Act May 9, 1918, (Comp. St. 1918, Comp. St. Ann. Supp. 1919, 4352), relative to the naturalization of "any alien," Porto Rican, or Filipino, serving in the army, in navy, etc., merely provided more expeditions and favorable terms of admission for such persons than before existed and does not extend the right of naturalization to aliens other than free white persons, aliens of African nativity and persons of African descent, specified in Rev. St. 2169 (Comp. St. 4358), in view of section 2 of the act of 1918 (section 4352aa), providing that nothing therein shall repeal or enlarge section 2169, except as specified in subdivision 7 and under the limitations therein defined. In re Geronimo Para, 269 F. 643.

Where an alien, after having declared his intention to become a citizen of the United States, applied for and obtained a passport from the consular representative of his native country as a subject of such country, to return thereto, his action nullified his declaration, and a petition for naturalization cannot thereafter be based thereon. In re Aldani, 269 F. 193.

Under Act Feb. 5, 1917, No. 19 (Comp. St. 1918, Comp. St. Ann. Supp. 1919, No. 4289 4 jj), provides that, where any person is ordered deported under any law or treaty, the decision of the Secretary of Labor shall be final, where a Chinese person seeking to enter the country as the son of a Chinese merchant was accorded a fair hearing, with every opportunity to introduce all available testimony and evidence, and ample opportunity for argument by counsel, the decision of the Secretary of Labor that the alleged father was not a merchant, but a mere peddlar or huckster, was conclusive in a habeus corpus proceeding. White v. Fong Gin Gee, 265 F. 600.

In a proceeding under Act Oct. 16, 1918 (Comp. St. Ann. Supp. 1919, No. 4289 4 b (1)—4289 4 b (3)), for the deportation of an ali on the ground that he advocated the unlawful destruction of property, the ordinary rules of evidence do not apply, and a hearsay affidavit as to alien's statements was admissible. U. S. v. Uhl, 266 F. 34.

An order for deportation of an alien under Act Oct. 16, 1918, No. 1 (Comp. St. Ann. Supp. 1919, No. 4289 4 b (1)), on findings based on his own testimony, where he was given a fair hearing, cannot be reviewed on habeas corpus because he later denied some of the sentiments previously expressed: the findings of fact by the executive department being conclusive.

Act. Oct. 16, 1918, No. 2 (Comp. St. Ann. Supp. 1919, No. 4289 4 b (2)), in providing for deportation of aliens who are members of anarchist, and similar classes, contemplates a summary investigation, and not a judicial trial, and the formalities of procedure and rules which govern the admissibility of evidence in a judicial trial are not controlling in such proceedings. U. S. v. Uhl, 266 F. 646.

Under Immigration Act Feb. 5, 1917, No. 19 (Comp. St. 1918, Comp. St. Ann. Supp. No. 4289 14 jj, 4289 4 u), an alien who shall have entered or who shall be found in the United States in violation of the Chinese Exclusion Laws (Comp. St. No. 4290 et seq.), may at any time within five years after entry, and irrespective of the time of entry, whether before or after passage of the act of 1917, be taken into custody on the warrant of the Secretary of Labor and deported.

Where Chinese were admitted as citizens on evidence that their father was a native of the United States, the burden of attack rests on the government; but, where the evidence is sufficient to show that the original certificates granted them were obtained by fraud, deportation may follow.

That a Chinese alien was arrested for gambling and fined on a plea of guilty some years after this entry on a merchants certificate, which was not impeached, held not sufficient to warrant his deportation on the ground that he had criminal tendencies or was likely to become a public charge at the time of entry. Ng Fung Ho v. White 266 F. 765.

A Chinese alien, domiciled in this country as a laborer is not entitled to admission of his wife and minor children.

A finding by the immigration authorities that the status of a Chinese alien was that of a laborer and not of a merchant under Act Nov. 3, 1893, No. 2 (Comp. St. No. 4324), held not reviewable, where based on evidence showing that, while he was a member of a mercantile firm and helped conduct its business, he also devoted a considerable part of his time to superintending and working in a fruit orchard, which he leased. Chas Gai Jan v. White, 266 F. 809.

Congress by statute may forbid aliens from coming into the United States, and may provide for their expulsion, devolving upon the executive department or its subordinate officers the duty of carrying out the law.

Under Act Feb. 20, 1907, providing that, when the President shall be satisfired that passports issued by any foreign government to its citizens to go to other countries are being used for the purpose of enabling the holders to come into the continental territory of the United States, the President may refuse to permit such citizens to enter the continental territory of the United States, as well as the proclamation of President Roosevelt superseded by the so-called "gentleman's agreement" between the United States and Japan and the proclamation of President Taft, a Japanese laborer is not entitled to enter the continental United States, even though he left Japan without passport.

Under Act Feb. 5, 1917, a Japanese laborer, who entered the United States surreptitiously without passport, deserting a vessel on which he was a coal passer, may, his entry being unlawful under Act Feb. 5. 1917, and the presidential proclamations, be deported five years thereafter.

Where the order of the Acting Secretary of Labor, directing the arrest of a Japanese person and that he be granted a hearing, to show cause why he should not be deported, recited that he had entered the United States in violation of Act Feb. 5, 1917, such recital was immaterial, though the entry occured before the passage of the act; the question for determination in the deportation proceedings being whether the alien was lawfully in the United States and whether there existed any authority for his deportation. Akira Ono v. U. S. 267 F. 359. Iowa

A state cannot pass arbitrary laws excluding foreigners from its borders; the power to regulate and restrict immigration resting in the federal government alone. State v. Bartels, 181 N. W. 508. New York

The right of alien enemies to purchase or inherit land is subject which every state, in the absence of inconsistent treaty, may regulate for itself.

a

Despite the President's proclamation of December 11, 1917, issued under Rev. St. U. S. No. 4067 (U S. Comp. St. No. 7615), or Act Cong. Oct. 6, 1917, c. 106, (U. S. Comp. St. 1918 U S. Comp. St. Supp. 1919, No. 3115 1⁄2j), an American woman, married to a subject or citizen of Austria-Hungary, when her father died, 20 days after war was declared between AustriaHungary and the United States, was not an "alien friend" entitling her to inherit his lands under Real Property Law, No. 10, as amended by Laws 1913, c. 162; an "alien friend" being the subject of a foreign state at peace with the United States, and an "alien enemy" being the subject of such a state at war with the United States.

Trade during the war in aid of enemy's resources, since it tends to prolong the combat, is illegal for every one within the jurisdiction of the country, whether enemy or friend.

Commercial domicile, and not the mere fact of alienage, determines the enemy character of commerce; if a citizen of the country does business in hostile territory, trade is prohibited with him as much as with an alien. Techt v. Hughes, 128 N. E. 185.

Washington

Const. art. 2, No. 33, prohibiting ownership of lands by aliens other than those who have declared their intention to become citizens, is deprived of practical effect if filing of declaration of intention by an alien landowner after the state has instituted action to escheat the lands relates back to the time of acquiring the land so as to defeat the right of the state.

Under Const. art. 2, No. 33, prohibiting land ownership by aliens who have not in good faith declared their intention to become citizens, the declaration of intention must be in good faith toward the government with an intention to assume the obligations as well as the benefits of citizenship, so that a declaration of intention by an alien made on advice of his counsel after an action for escheat of his land had been instituted by the Attorney General and within a short time after he claimed military exemption because of his alienange is not in good faith and does not prevent the escheat of the lands. State v. Staeheli, 192 P. 991.

CONTRACTS.

A contract between two domestic corporation for the carriage of cargoes of nitrates from South American ports to domestic ports were not terminated by the declaration of the war with Germany, though thereafter its performance was subject to greater hazards. Luckenbach S. S. Co. v. W. R. Grace & Co., 267 F. 676.

Whether a provision of a contract is invalid, as contrary to public policy, is to be determined by the public policy, in force in the state where the contract is sought to be enforced, either general or established by its Constitution or statutes, or by the decisions of its highest courts. Becker v. Interstate Business Men's Acc. Ass'n of Des Moines, Iowa. 265, F. 508. Arkansas.

Since Crawford & Mose's Dig. Nos. 751, 762 and 770, make it a misdemeanor for any foreign investment company to sell securities without the bank commissioner's approval, the illegality of such a sale and of notes given there for is not removed by a later compliance with the statute and securing a certificate authorizing sale of securities; the transaction being void, not voidable. Randle v. Interstate Grocer Co, 227 C. W. 760. Florida

The nature of contracts is governed by the law of the place where they are made or are to be performed. Brown v. Case 86 So. 684.

Minnesota

A contract in 1915 for the sale of linens, for delivery as soon as possible, held, in view of the existing World War conditioned on the seller's ability to perform, and to recover for a breach of the contract, the buyer must allege and prove possibility of performance. Roy Realty Co. v. B. Altman & Co., 184 N. Y. S. 458.

Where contract for the sale of box shooks by a Virginia lumber company to a box company of New York took form of a letter from the lumber company in Virginia to the box company in New York confirming a day letter or telegram, the agreement contemplating that it should be performed in Virginia by shipment there, the contract must be treated in the courts of New York as a Virginia one, and governed by the rules of common law. Bernhardt Lumber Co. v. Metzloff, 184 N. Y. S. 289.

As a general rule, a contract entered into in another state, if valid according to the law of that place is valid everywhere. In re Seymour, 185 N. Y. S. 373.

Congress had the power to make an enactment as a war measure which might impair the obligation of existing contracts, and hence had the power to enact the Lever Act (U. S. Comp. St. 1918, U. S. Comp. St. Ann. Supp. 1919 Nos. 3115 e3115 1/8kk, 3115 1/81-3115 1/8r). Standard Chemicals & Metals Corp. v. Waugh Chemical Corp. 185 N. Y. S. 207.

CORPORATIONS.

A foreign corporation, which had filed notice of withdrawal from business within the state, and created a subsidiary corporation of the same name to do business therein, but which

conducted all its dealings with the local agent of the subsidiary corporation directly, and not through the officers of subsidiary is present within that state and district, and may there be served with process, though on its books it recorded the business done with the agent as business of the subsidiary. Cutler v. Cutler Hammer Mfg. Co., 266 F. 388. Arkansas

Institution and prosecution of an action by a foreign corporation is not the doing of business within the state. Linton v. Erie Ozark Mining Co, 227 S. W. 411.

Crawford & Moses' Digest No. 9967, requiring persons, firms or corporations doing business in Arkansas to pay into the state treasury a tax of 5 per cent of the gross premiums paid by it to corporations or associations not authorized to do bustness in the state for policies of insurance on its property in the state, is valid as an occupation tax in its application to defendant, foreign corporation; the Legislature having the power to prescribe the terms on which foreign corporations may do business in the state. State v. St. Louis Cotton Compress Co., 227 S. W. 605.

California

In order that service on a foreign corporation made on an officer within the state be valid under Code Civ. Proc. No. 411 the corporation must transact within the state some substantial part of its ordinary business by its officers or agents appointed for that purpose. Davenport v. Superior Court of California in and for Imperial County, 191 P. 911.

Defendants foreign corporation, which, although it had not completed its organization under the laws of Illinois, nevertheless allowed itself to be held out in California as a corporation, conducting business in the state as such, is stopped to deny the validity of its organization, to invalidate service of process on it through an agent.

Where the agent of a foreign corporation, compensated by commissions, acted, negotiated, and made binding contracts for it, pursuant to its business of purchasing fruit in California for shipment to itself in Illinois from the scope and extent of the business done by him, the court was warranted in holding that he sufficiently represented the company to bring it into court by service of process on him pursuant to Code Civ. Proc. No. 411, subd. 2 Charles Ehrlich & Co. v. J. Ellis Slater Co., 192 P. 526.

Colorado

Officer of foreign corporation being sued by the corporation, is not estopped from invoking the defense that the corporation has not complied with Rev. St. 1908, No. 904, requiring foreign corporations to pay certain fee to entitle them to prosecute or defend in any suit in the state. King Cooper Co. v. Dreher, 191 P. 98.

Idaho

A foreign corporation doing business in the state, having appointed a statutory agent on whom process may be served, but which fails to refill the office on the agent's removal from the state, is denied the benefit of the statutes limiting the time for commencement of civil actions during the time the designated agent is absent from the state, in view of Rev. St. 1887, No. 2653, amended by Laws 1903, p. 49 and C. S. No. 4778. Dahlstrom v. Walker 194 P. 847. Kentucky

In a prosecution of an agent for embezzlement, the defendant is estopped to deny the authority of his corporate principal to transact mercantile business in the state because of failure to comply with Ky. St. No. 511, requiring foreign corporations to file a statement with the secretary of state. Sebree v. Commonwealth, 227 S. W. 152. Michigan

The secretary of state's determination as to the franchise fee payable by foreign corporation, which at times of application for admission had not been engaged in business outside of Michigan for at least six months was not reviewable by the board of appeal, under the act authorizing corporation to transact business in the state (Comp. Laws 1915, No. 9063-9065) since the entire authorized capital stock of such corporation was taxable, and since the board of appeals as jurisdiction is iimited to a review of the determination of the proportion of capital stock represented by tangible property within the state where only such proportion is taxable.

Where a Delaware corporation, with common stock at the par value of $10 per share amended its charter after payment of franchise fee, under an act permitting foreign corporations to transact business in the state, Comp. Laws 1915, No. 9063 et seq., so as to provide for the issuance of no par value stock, it was required, in order to continue doing business in the state, to pay a franchise fee on such stock computing it at the par

value of $100 per share, under section 9067. Detroit Mortg. Corporation v. Vaughan, 178 N. W. 697.

A foreign corporation, licensed under Comp. Laws 1915, c. 175, relating to mercantile and manufacturing corporations, section 9039 of which authorizes such corporation to sue and be sued as natural persons, and in view of Const. art. 12, No. 2, as to natural persons, has the situs of domestic corporations for jurisdictional purposes, and under Comp. Laws 1915, No. 12340 et seq., can sue in the county of its principal place of business for breach of contract a corporation not organized under the laws of the state. Republic Motor Truck Co. v. Buda Co., 179 N. W. 474.

Minnesota

Where an action for the appointment of a receiver is against a foreign corporation having resident stockholders, a receiver may be appointed without first establishing the existence of assets within the state. Parten v. Southern Colonization Co., 178, N. W. 744.

The agency created by the appointment of a resident agent for the service of process on a foreign corporation is for the benefit of those who have a right to rely on its existence in transacting business with the corporation, and is not coupled with an interest in favor of one who theretofore dealt with the corporation.

Service on the secretary of state in order to obtain jurisdiction of a foreign corporation is only authorized under Gen. St. 1913, No. 6206, where the corporation has a resident agent to accept service, who cannot be found within the county of his residence.

As a general rule, service of process on an agent of a foreign corporation, when served, was transacting business in the state where the action is brought. Fletcher v. Southern Colonization Co. 181 N. W. 205.

Where a contract between a nonresident plaintiff and a foreign corporation had been made and breached, so that a cause of action had accrued prior to the appointment of an agent for defendant corporation for the service of process, jurisdiction was not acquired by service on the agent, where the corporation had theretofore withdrawn from the state and the agent had resigned, notwithstanding that final payment on the contract had been made after the agent's appointment and resignation, and after defendant's withdrawal from the state. Keller v. Southern Colonisation Co. 181 N. W. 208.

Missouri

In view of Rev. St. 1909, Nos. 3360, 3362, and particularly section 3037, a foreign corporation cannot consolidate with a Missouri Corporation in a proceeding in the Missouri courts under sections 2996-3000 to dissolve the Missouri corporation after acquiring all its stock, particularly when neither of them is engaged solely in manufacturing. In re Doe Run Lead Co. 223 S. W. 600.

New Jersey

The proper method of proof of existence of a foreign corporation is by a copy of the certificate of incorporation certified according to the act of Congress. Maagget v. A. Brawer Silk Co., 111 A. 656.

A contract, entered into outside the state by foreign corporations, and to become binding only when accepted by one of them at its home office, does not come within the interdiction of Corporation Act, No. 98, because signed by one of the parties to it within the state.

Corporation Act, No. 98, providing that until a foreign corporation doing business in the state obtains a certificate authorizing it to do business there, it may not sue on a contract made in the state, does not reach a contract made out of the state.

Right of foreign corporation, without taking out certificate, to maintain action in the state on contract made out of the state, is unaffected by the reciprocity provision of Corporation Act, No. 101, where the law of the other state, though more exacting and imposing a more drastic penalty, penalizes only for contracts made in the state. Lehigh Structural Steel Co. v. Atlantic Smelting & Refining Works, 111 A. 376.

in New York to solicit and forward orders to be filled at its factory in Pennsylvania, and the office was under its name, etc., it must be deemed doing business within the state, so that service of process on account of a cause of action arising in the state might be had on the agent in charge of the sales force, pursuant to the Code Civ. Proc. No. 432, subd. 3 Glynn v. HydeMurphy Co., 184 N. Y. S. 462.

Where a foreign corporation maintained an agent in New York City as Eastern representative, whose sole duty was to take orders to be passed on by the home office; no merchandise being kept within this state, service of process on such agent, will not bind the corporation, under Code Civ. Proc. No. 432 Foreign Products Co. v. C. C. Mengel & Bro. Co. 184, N. Y. S. 457.

Code Civ. Proc. No. 636, subd. 2, expressly authorizes attachment against a foreign corporation, and such a corporation is not immune from attachment because duly authorized to transact business in New York a corporation having but one domicile, which is in the sovereignty under which it is incorporated. Printess v. Greene 184 N. Y. S. 558.

Where foreign corporations had no property in the state other than bonds and note deposited with trust company as trustee and balance on bank account, and confined its operations in the state to collection and distribution to its stockholders of income from stock and obligations of other foreign corporations, it was not required to pay license fee under Tax Law, No. 181, or franchise tax under section 182, since its activities in the state were confined to management of internal affairs as distinguished from maintenance of organization for profit and gain, and could as effectively been done in other state, for which reason it did not do “business in this state" or "employ capital in this state" within the Tax Law.

The condition of doing business in this state, within Tax Law implies that the foreign corporation is accomplishing acts and activities within the state which the state might reasonably and with ordinary interstate comity interdict or prevent, and the doing of which was a privilege which required governmental consent, supervision, and control, and which necessitated or sought governmental opportunity and protection, to be compensated or balanced by contributions, through taxation, to the burden of government.

Foreign corporation, to be subject to Tax Law, No. 181, providing for payment of license fee, and section 182, imposing franchise tax, must carry on its business in the state, and also employ capital within the state; it being necessary that both conditions concurrently exist. People ex rel. Manila Electric. R. R. & Lighting Corp. v. Knapp, 128 N. E. 892.

General Corporation Law, No. 15, prohibiting suit by foreign corporation without certificate from secretary of state, does not prohibit the assertion of a counter-claim by a defendant foreign corporation sued in New York, though it has not complied with the section.

Under Tax Law, No. 181, as amended by Laws 1895, c. 240 a foreign corporation, which has not paid the license tax exacted, may nevertheless assert a counterclaim in an action against it, though precluded from maintaining action itself, except on payment of the tax, after 13 months from the time of beginning business within the state. James Howden & Co of America v. American Condenser & Engineering Corp, 185 N. Y. S. 159.

A trading corporation which has filed its designation pursuant to the laws of the state and received its license, is a "resident" of the state within the contemplation of law Guant v. Nemours Trading Corporation, 186 N. Y. S. 922.

A foreign corporation's maintenance of a fiscal agent, a regular brokerage concern selling its stock on commission within the state, does not constitute "doing business within the state", necessary for jurisdiction for service of process upon the corporation's president happening within the state.

That the sales manager of defendant corporation once visited plaintiff's office in this state and solicited a purchase of lumber, which was confirmed by defendant's letter written from another state, does not constitute "doing business within the state", required for jurisdiction to enable service of process on defendant's president happening within the state, but not on defendants business. Sunrise Lumber Co. v. Homer D. Biery Lumber Co. 185 N Y. S. 711.

If no person has been designated to receive service of process for defendant foreign corporation, it is a condition precedent to valid service on its managing agent that the proofs show that due diligence has been used, but without success, to find the officers specified in Code Civ. Proc. No. 432, subd. I. Constantine v. Bennett's Travel Bureau, 186 N. Y. S. 73.

Service on a foreign corporation can be made on its man