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Contracts relating to particular subjects.

See "Patents," § 3; "Trade-Marks and Trade-Names," § 1.

Particular classes of express contracts.

See "Bills and Notes"; "Insurance"; "Sales."

Affreightment, see "Shipping," § 2.

Employment, see "Master and Servant."

Submission to arbitration, see "Arbitration and Award," § 1.
Suretyship, see "Principal and Surety."

Particular modes of discharging contracts.

See "Payment"; "Release."

1. Requisites and validity.

A contract whereby defendant agreed to sell, and plaintiff agreed to
buy, all the oil "they may require for their own use for a period of
twelve months from the date hereof," was not void for want of mutual-
ity.

-Manhattan Oil Co. v. Richardson Lubricating Co., 113 Fed. 923....
51 C. C. A. 553
2. Construction and operation.

The subject-matter and purposes of a contract, and the situation of
the parties to it, are material to determine the intention of the parties
and the meaning of the words used; and, where these are ascertained,
they prevail over the dry words used.

-Hull Coal & Coke Co. v. Empire Coal & Coke Co., 113 Fed. 256....
51 C. C. A. 213

The construction of a contract in writing is a matter of law for the
court, and it is immaterial at whose suggestion particular clauses were
inserted.

-Hull Coal & Coke Co. v. Empire Coal & Coke Co., 113 Fed. 256....
51 C. C. A. 213

Where the intention of the parties to limit a contract to a certain
period is manifest, time is of the essence of the contract.

-Hull Coal & Coke Co. v. Empire Coal & Coke Co., 113 Fed. 256....
51 C. C. A. 213

A contract to decorate walls of room, do the woodwork therein, and
furnish it for $5,200 is an entire contract.

-Pitcairn v. Philip Hiss Co., 113 Fed. 492...

3. Performance or breach.

....51 C. C. A. 323

A party suing for breach of a contract containing mutual dependent
agreements must show a performance on his part.

-Hull Coal & Coke Co. v. Empire Coal & Coke Co., 113 Fed. 256.....
51 C. C. A. 213

Whether there has been a substantial performance of a contract to
decorate walls of a room, do the woodwork therein, and furnish it for
$5,200, so as to allow recovery thereon, is a question for the jury; there
being evidence of defects in the woodwork which it would take $500
to remedy.

-Pitcairn v. Philip Hiss Co., 113 Fed. 492..

4. Actions for breach.

.....51 C. C. A. 323

Instruction to jury, in action on entire contract for decorating room,
doing woodwork, and furnishing it, that the defective woodwork would
not preclude a recovery, if the contract was "otherwise" substantially
performed, takes from the jury the question of substantial performance
of the entire contract.

-Pitcairn v. Philip Hiss Co., 113 Fed. 492........

.51 C. C. A. 323

See "Mortgages."

CONVEYANCES.

By or to executor or administrator, see "Executors and Administrators," § 1.
In fraud of creditors, see "Fraudulent Conveyances."

CORPORATIONS.

Taxation of corporations and corporate property, see "Taxation," § 1.

Particular classes of corporations.

See "Building and Loan Associations"; "Municipal Corporations."

1. Members and stockholders.

Where a stockholder of a railroad corporation, though owning a ma-
jority of the stock, does not actually control the affairs of the com-
pany for his own benefit and to the prejudice of the minority stock-
holders, he does not occupy a trust relation towards them, and, as they
are not tenants in common, he may purchase the property of the cor-
poration at a judicial sale for his own benefit, if there be no actual
fraud.

-Rothchild v. Memphis & C. R. Co., 113 Fed. 476....51 C. C. A. 310
By well-settled rules, the individual liability of a stockholder in a
Minnesota corporation is not to the corporation, but to its creditors;
and hence, in a suit against such stockholder to enforce such liability,
the defendant cannot set off an indebtedness due from the corporation
to him.

-Burget v. Robinson, 113 Fed. 669......

.....51 C. C. A. 488

A minority stockholder in a corporation may maintain a suit in equity
in behalf of himself and all other stockholders similarly situated to set
aside an alleged unlawful transfer of the property of the corporation
in pursuance of a conspiracy between its officers and the transferee in
restraint of trade and commerce, where it is alleged that the corporation,
on demand, has refused to bring such suit; but a bill for such relief
which also seeks the recovery of treble damages under the anti-trust act
of July 2, 1890, is multifarious, since such damages are only recoverable
in an action at law by the plaintiff as an individual, and not as a stock-
holder, while the equitable relief prayed for is in behalf of the corpora-
tion, and, if granted, would inure to the benefit of all the stockholders.
-Metcalf v. American School Furniture Co., 113 Fed. 1020....

2. Officers and agents.

51 C. C. A. 599

Directors of an insolvent manufacturing corporation cannot be held
individually liable to creditors either on the ground of negligence in the
discharge of their duty or under the statute of Illinois because they
declared and paid a dividend to stockholders when the company was in-
solvent, and permitted the creation of indebtedness exceeding its cap-
ital stock, where it is not satisfactorily shown that in the exercise of
ordinary diligence they should have known that the company was in-
solvent when the dividend was declared, or that the indebtedness was
being created; and the evidence is insufficient to charge them with no-
tice of such facts where it shows that the president, who was the active
manager of the business, deliberately wrecked the company, and de-
frauded both stockholders and creditors by embezzling the proceeds of
goods sold and substituting fictitious notes, purporting to have been
given by customers therefor, and by falsifying the books, which failed
to show indebtedness for materials purchased on credit, but, on the con-
trary, showed the company to be solvent, and the business prosperous,
and it does not appear that the directors had any reason to suspect the

president's integrity until after the dividend had been declared and the
indebtedness created.

-Chick v. Fuller, 114 Fed. 22.

§ 3. Corporate powers and liabilities.

.51 C. C. A. 648

The fact that a religious association has by its charter certain enu-
merated powers does not bar it from complying with the terms of a
legacy requiring it to pay an annuity, when such compliance is only
incidental, and tends to the accomplishment of the substantial purposes
of its incorporation.

-Sherman v. American Congregational Ass'n, 113 Fed. 609...

§ 4. Insolvency and receivers.

51 C. C. A. 329

A finding in a creditors' suit against an insolvent insurance company
and its former president and director that a transfer of securities by
the company to the president on a settlement between them was made
after the company had become insolvent, and was void as against other
creditors as an unlawful preference, held sustained by the evidence.

-Harding v. Hart, 113 Fed. 304....

...51 C. C. A. 264

A mortgage given by a corporation to secure bonds issued to pay its
indebtedness to two banks, in which directors and stockholders of the
corporation were large stockholders, at a time when the corporation was
in fact insolvent, and shortly before it suspended business, held, under
the evidence, to have been given in good faith, while the corporation
was a going concern, and in the expectation that its business would be
continued, and to be valid, the directors and stockholders who were
secured thereby being ignorant of the company's insolvent condition.
-Chick v. Fuller, 114 Fed. 22...
...51 C. C. A. 648

COSTS.

Appealability of judgment for costs, see "Appeal and Error," § 1.

COUNTIES.

§ 1. Fiscal management, public debt, securities, and taxation.
Code N. C. 1883, § 1996, first enacted in 1869, and re-enacted in the
Code in 1883, provides that "the boards of commissioners of the several
counties shall have power to subscribe stock to any railroad company
or companies when necessary to aid in the completion of any railroad
in which the citizens of the county may have an interest." The suc-
ceeding sections require the submission of the question of the proposed
subscription to the voters of the county. The constitution of 1868 (arti-
cle 5, §4) expressly provides that the state shall give aid to railroads
only when authorized by a direct vote of the people, or "to aid in the
completion of such railroads as may be unfinished at the time of the
adoption of this constitution, or in which the state has a direct pecuniary
interest." Held, that in view of the difference in the language of the
two provisions, as well as of the plain and ordinary meaning of the
words of the statute relating to counties, it could not be construed as
limited in application to cases where railroads had been commenced and
were unfinished at the time the constitution was adopted, and in which
the counties, as such, had a direct pecuniary interest, but that it con-
ferred power on counties to subscribe for stock, in the manner pre-
scribed, in any railroad company which had been duly incorporated to
build a projected road in which the citizens of the county, as a body,
have a general interest because of the supposed benefits to be derived
from it.

-Board of Com'rs of Stanly County v. Coler, 113 Fed. 705.
51 C. C. A. 379

The constitutional convention of North Carolina on March 9, 1868.
passed an ordinance chartering a railroad company to construct a rail-
road from a point on another road "to some point in the northwestern
boundary line of the state to be hereafter determined." It located the
western terminus of the eastern portion of the line, which, when com-
pleted, should constitute "its first division." It further provided that all
counties or towns subscribing to the stock of the company should do so
"in the same manner and under the same rules, regulations and re-
strictions" as prescribed in the charter of another company previously
incorporated, and such charter authorized "any town or county near or
through which" the road might pass to subscribe for stock on a vote of
the inhabitants, and to issue bonds in payment therefor. Such ordi-
nance was held by the supreme court of the state to be valid, to con-
tinue in force after the adoption of the constitution, and to authorize
the issuance of bonds in payment for stock of the company by a county
into which the first division of the road extended as located by the ordi-
nance. Held, that it conferred like power upon another county into
which the road was extended under a subsequent act of the legislature,
and that bonds voted and issued by such county in conformity to its re-
quirements were valid obligations, although they purported to have been
issued under the subsequent act, which, in so far as it attempted to au-
thorize their issuance, was void.

-Board of Com'rs of Wilkes County v. Coler, 113 Fed. 725.....
51 C. C. A. 399

COURTS.

Courts-martial, see "Army and Navy."

Pendency of action in federal court ground for abatement of action in state
court, see "Abatement and Revival," § 1.

Review of decisions, see "Appeal and Error."

Jurisdiction of particular actions, proceedings or subjects.

See "Bankruptcy," § 6.

To construe wills, see "Wills," § 1.

1. United States courts.

Several insurance companies separately issued policies on the same
property of V., providing for proportional liability only for any loss,
and V. brought separate actions at law thereon against them in a state
court. The state court refused a motion to transfer the cases to the
federal court; but in all of them, except one, in which there was in-
volved less than $2.000, the amount necessary to give the federal court
jurisdiction, complete records were seasonably filed in the federal court.
which refused m tions to remand. Held, that a bill in the federal court
to enjoin further prosecution of the actions at law there or elsewhere,
and to have the liability of the insurers determined and adjusted in
equity under such bill, was ancillary to the actions at law so as to be
maintained without regard to the citizenship of the parties.

-Virginia-Carolina Chemical Co. v. Home Ins. Co., 113 Fed. 1......
51 C. C. A. 21

Where separate actions at law by insured against insurers on policies
to which the same defense is interposed, and under which the liability,
if any, is proportional, are removed to the federal court, with the ex-
ception of one in which the amount involved is not enough to give it
Jurisdiction, prosecution of this action, as well as of the others, may be
enjoined by a bill in the federal court to have the liabilities of insurers
determined and adjusted by such court as a court of equity under
such bill.

-Virginia-Carolina Chemical Co. v. Home Ins. Co., 113 Fed. 1......

51 C. C. A. 21

Where a circuit court of the United States, in a suit for the foreclo-
sure of a mortgage, has actually seized the property through its marshal,
for the purpose of selling the same under the provisions of the mort-
gage, such court has jurisdiction of a suit by a third person, claiming
ownership of the property, to enjoin its sale, as ancillary to the original
suit, and regardless of the citizenship of the parties.

-Davis v. Martin, 113 Fed. 6......

.....51 C. C. A. 27

A suit against an officer of a state, to enjoin him from instituting
prosecutions under a statute of the state which is conceded to be valid
if properly construed, and with the enforcement of which he is
charged by law, on the ground that he is proceeding under an erroneous
construction of the law, which would render it invalid as in violation of
the constitution of the United States, is one, in effect, against the state,
of which a federal court is denied jurisdiction by the eleventh constitu-
tional amendment.

-Arbuckle v. Blackburn, 113 Fed. 616..........

.....51 C. C. A. 122

A law of a state, intended to prevent the sale of adulterated food
products, which is constitutional and valid in its language and purpose,
is not rendered unconstitutional, so as to authorize a federal court to
entertain a suit to enjoin prosecutions thereunder, because the state
food commissioner, charged with the duty of enforcing it by instituting
criminal prosecutions against those who, in his judgment, have been
guilty of violating its provisions, may give it an erroneous construction.
-Arbuckle v. Blackburn, 113 Fed. 616........ .....51 C. C. A. 122
A federal court, although sitting in equity, may follow the rule of de-
cision of the state courts upon the questions of limitation and laches.

-Higgins Oil & Fuel Co. v. Snow, 113 Fed. 433......51 C. C. A. 267
The circuit court of appeals, having no jurisdiction of any case in
which the validity or construction of treaties is called in question, is
authorized by Act March 3, 1891, § 6, to certify to the supremne court
any question of law concerning which it desires the instruction of that
court for its proper decision. An appeal to the former court presented
the question whether the Chinese treaty of 1894 repealed the existing
statutes authorizing the deportation of Chinese, but also included other
questions, which were within the jurisdiction of the court. Held, that
the court of appeals could reserve its decision on the latter questions,
and certify the former to the supreme court, or might reverse or affirm
the decision without passing on the former question, but was not au-
thorized, by reason of there being other questions involved in the case,
to pass on the former question.

-United States v. Lee Yen Tai, 113 Fed. 465..........51 C. C. A. 299
A decision of the supreme court of a state construing a valid statute,
and holding invalid bonds of a county which had been previously issued
thereunder and placed in the market, and had been sold to bona fide
purchasers, where none of the bondholders were parties to the action,
is not binding on a federal court in an action subsequently brought by
bondholders against the county, but it is the duty of such court to de-
termine the question independently.

-Board of Com'rs of Stanly County v. Coler, 113 Fed. 705....
51 C. C. A. 379

In the federal courts, the practice, after judgment in an action at law,
relating to proceedings for review in an appellate court, is regulated
solely by act of congress, and is in no way affected or controlled by the
state practice.

-West v. East Coast Cedar Co., 113 Fed. 737........51 C. C. A. 411
Under Act Cong. June 6, 1900 (31 Stat. 660), an interlocutory order of a
federal court refusing to dissolve an injunction is not appeaìable.

-Berliner Gramophone Co. v. Seaman, 113 Fed. 750...51 C. C. A. 440
The relations between a building and loan association and its stock-
holders, as such, are the same as between other business corporations

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