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description from the grantor of C. The new deed was never delivered to or
accepted by C. MM, that R. obtained no legal title by the procurement of the
new deed. 1871. Boff^a v. Oarsy (47 Mo. 283). IV, 832.

16. Bsorow — deliTory after death. P. executed a deed of lands to B. and
placed it in the hands of S. with instructions to hold it subject to liis control,
unto his death, and then to deliver it to B. On P.'s death S. delivered the deed
to B. ffM, that there was no valid delivery, and that nothing passed by the
deed. 1872. PrutMUM v. Bak^r (80 Wis. 644), XI, 502.


16. 0«rtifioato of aoknowledgment When it is provided by statute that,

in order to the registration or recording of a conveyance, the deed shall be

acknowledged before some officer, and a certificate thereof entered upon the

deed, if the deed is entered without the prescribed acknowledgment, the


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recording or registration will not be constructiTe notice to any cme. 1870.
BiaJ^ ▼. 8ehneid&r (46 Mo. 472X II, 588.

17. FailnM of r«oord«r to incUz. A deed filed for record in a recorder's
office, and recorded, is notice to eabflequent porchaBers, notwithstanding the
failure of the officer to index it. 1870. Bishop ▼. SehnM&r (46 Mo. 472), EL,

18. When recorded deed has preforenoe to prior unreoorded deed.
Where a person conyeyed land hj a deed, which was not recorded, and his
heir, after his death, convejed the same land, by a warranty deed which was
doly recorded, to an innocent parchaser, for valne, held, that the recorded deed
from the heir operated to divest the title of the grantee in the recorded deed
from the ancestor. 1870. Toungbhod t. Vattine (46 Mo. 289), II, 509.

19. G. conveyed land to B. by a deed which was never recorded. After

Q/b death, his heirs conveyed the same land to B. by a quit-claim deed, R. know-
ing noUiing of the former conveyance. BM, that R., having only a quit-claim
deed, was not a bona fide purchaser. 1870. Bodgors v. Burchard (84 Tex. 441),

do. Priority. Defendant, the owner of certain lands, granted the same by
quit-claim deed to the plaintiff. This deed was never recorded. Subse-
quently defendant, for a valuable consideration made a quit-claim deed of the
same lands to L., who had no notice of the prior deed. L.'s deed was duly
recorded. In an action by plaintiff against defendant for damages, held, that
plaintiffs interest in the land was not affected by the deed to L , and that he,
therefore, had no cause of action. 1872. MarshaU v. BcberU (18 Minn. 405),


21. Raoitala. A recital in a deed of land that the consideration has been
paid, is only prima faeie evidence of payment. 1870. Park&r v. Fby (43 Miss.
260), y, 484.

22. — The xedtal in a deed stated, in effect, that it was made in pur-
suance of a contract of sale entered into by the grantor and A., of whom the
grantee was the assignee, and as such entitled to a fulfillment of the contract
The grantee subsequently- mortgaged the premises so conveyed to W. Held,
that the redtal was not constructive notice to W. of any equities in favor of
A., and that it did not impose upon him the duty of examining the contract
of sale or the assignment 1871. Aoer v. WeetcoU (46 N. T. 884), yn, 855.

23. In an action for a breach of covenants in a warranty deed, it

appeared that the deeds, after the usual words of conveyance and a descrip-
tion of the premises, contained the words "and meaning hereby to convey
* * * the same premises and title as conveyed to me by D« W., and no
more." It appeared, also, that D. W. conveyed to defendant only an equity of
redemption from a mortgage which was still outstanding at the date of the
deed, and which plaintiff was subsequently obliged to pay. Held, that the
deed only conveyed an equity of redemption, and that the action could not
be maintained. 1871. BaUi v. FmIot (59 Me. 157), ym, 406.

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24. D i o ri ptioB. In a deed of land, tbe description by lot should prevail
over that by bearings and distances. Wbere the language conTeying premises
was : " Lot No. 8, in block 87, in the old town of Hudson, now Macon, begin-
ning at the north east comer ; thence west to the alley, « « « • to the
beginning/' the description actually embracing a less area than lot 8, heid^
that all of lot 8 was conveyed. 1871. Buth&rfard ▼. Traey (48 Mo. 835)
Vm, 104.

26. Desor^ytion — eivldmioe. In an action for the purchase-money under
articles of agreement for the sale of land, a deed containing a description like
that in the articles is prima fade certain enough, and should not be excluded
from evidence on the ground of iiisufficiency in the description. The ques-
tion of such insufficiency is for consideration, subsequent to the admission in
evidence. 1871. Negley v. Lindsay (67 Penn. Bt. 317), V, 427.

26. AmUgnoiui description. Where the legal boundary between two towns
diflbred from that popularly recognized, and a deed described a boundary in
terms equally applicable to either, hM^ that parol evidence was admissible to
explain the ambiguity. 1868. Putnam v. B<md (100 Mass. 58), 1, 82.


27. To husband and wife. On conveyance of land to husband and wife
each takes an entirety. 1868. Hemingway v. Scales (42 Miss. 1), n, 586.

28. A deed absolute on its face, but made to secure the payment of money,
is, in effect, a mortgage. 1870. ZKn«* v. Prtctf (4 W. Va. 4), VI, 268.

29. When a deed treated as a mortgage. 1872. OampbeU v. Dearborn

(109 Mass. 180), Xn, 671.

30. Alteration in deed by grantee. An alteration in a deed of conveyance
by a grantee after delivery does not affect the legal title or re-invest the same
in the grantor, although a fraudulent and material change may disable the
holder from bringing an action upon its covenants. 1870. Woodi v. Silder-
Wand (46 Mo. 284), U, 518.

31. Stolen deed. A deed not fully executed, and which had never been
delivered, was stolen from the possession of the grantor, without negligence
on his part, by the grantee named therein. Held, that no title passed, even as
to subsequent purchasers. 1872. Tiih&r v. Beekwith (80 Wis. 55), XI, 546.

32. Crop. A crop of com, ripe, but still standing uncut in the field, passes
by deed with the freehold. 1870. Tripp v. Haeeeig (20 Mich. 254), IV, 888.

33. Alter acquired title. A person having no title or interest in a certain
tract of land, executed a deed thereof without covenants of seisin or warranty,
using as words of conveyance the words, ** grants, bargains, sells, aliens,
releases, quit-claims and conveys." Afterward the grantor acquired title to
the land and conveyed it to defendant, who purchased with knowledge of
plaintiff's deed. Held, that the deed to plaintiff was a quit-claim deed, and
that the grantor's after-acquired title did not inure to the benefit of plaintiff.
1872. Bruce v. Luke (9 Eans. 201), XU, 491.

34. Relief from misrepresentatioiis. The defendant made a conveyance of

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land to the plaintiff, not actually including a certain lot of oerenteen acres, which
defendant had represented and plaintiff had been led to beliere to be covered hj
the deed. B7 a proviso in the deed, plaintiff assumed the burden of maintaining
a line fence, being induced to consent to the proviso hj false representations
of the defendant in regard to the amount of fence which his neighbors would
be obliged to maintain. Part of the purchase-money for the land was paid in
government bonds, the defendant agreeing to take them at par and pay the
interest and premium, and there waa a considerable sum due to the plaintiff
thereon. By a bill in equity, the plaintiff prayed that the defendant be com-
pelled to convey the additional seventeen acres, to release plaintiff from the
proviso and to pay the amount due on the bonds. Held, that the conveyance
prayed for could not be decreed ; that the remedy relating to the proviso and
to the bonds was adequate at law ; and that, as the plaintiff did not offer to
rescind the whole contract, there was no remedy in equity. 1869. Glass v.
ffulbert (102 Mass. 24), Ul, 418.

36. Gkiardiaa's asJm, An infant's land was sold in pursuance of an order
of the court, granted on petition of the guardian. Between the time of
the granting of the order and of the sale under it, a judgment was recovered
against the infant, execution levied and the land sold. Held^ that the pur-
chaser's title under the guardian's sale did not relate back to the date of the
order of sale, but that the property passed under the execution sale. 1871.
Shaffn&r v. Briffgs (86 Ind. 65), X, 1.

36. TVaud of Tender. Where parcels of land, not intended to be sold, are
included in a deed through the fraud of the vendee, and no part of the con-
sideration is paid or received on account thereof, the vendee may set up the
fraud and avoid the conveyance of those parcels without returning the con-
sideration paid or setting aside the entire deed. 1868. BariUU v. Drake (100
Mass. 174), 1, 101.

37. A warranty of the guaranty of land conveyed in a deed cannot be proved
by parol evidence. 1869. (7a*o< v. C%rw<w (42 Vt. 121), I, 318.

38. Voluntary oonTe3r«noe — estoppel of grantor as against subsequent bona
fide purohaser. A, owning certain lands, and intending to convey the same
to his daughter as a gift, executed a deed, in which, through a mistake of the
draughtsman, the premises were incorrectly described, and the name of the
daughter's husband inserted instead of her own as grantee. No consideration
was paid or promised for the conveyance, although a consideration was named
in the deed. The deed was delivered to the daughter and duly recorded, and
she was placed in possession. Afterward the husband executed a mortgage,
containing the same erroneous description of the premises, to a Ixmnfide mort.
gagee, who, upon foreclosure, purchased the premises and took a sheriff's deed
containing the same erroneous description. Suit was brought by purchaser
to correct the description; whereui>on A, having then first discovered the
error in his former deed, executed and delivered to his daughter another vol-
untary deed, wherein she was named as grantee, and the premises correctly
described. Held, (l). That the purchaser having acted in good faith, and with-
out any notice «< defect in the husband's title, A was estopped from denying


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that the deed to the husband was made in good faith, or that the grantee was
properly named therein ; (2), that the daughter, being a voluntary grantee,
had no claim^ either under the original deed or under the one executed pending
suit ; (8), that the deed to the husband was not void for uncertainty in the
description of the premises conveyed, and that the plaintiffs were entitled to
have their deed reformed. 1809. German Mutual Insurance Co, v. Ghim
(82 Ind. 249), II, 841.

39. MMSure of damages in actions for breach of contract to convey lands.
See Damaoss.
8ee,aleo,EffrQiPFKL; Evidbnob; Eviotioh; Fbatjd; Mibtakb; Pabttwall.

Before pa b lioa t Jo i L R., of London, composed a drama, and assigned to
plaintiff the exclusive right of printing, publishing and producing it on the
stage in the United States. R. afterward allowed it to be performed at a Lon-
don theater. Defendent, a resident of New York dty, printed and sold copies
of the drama in that city, having received the drama from persons who had
seen and heard it in London, ffeldt that the permission to perform the drama
at the London theater did not amount to a dedication of it to the public, nor
give any hearer any title or right to the manuscript or a copy of it; and
that plaintiff, althoi:(gh an alien, was entitled to an injunction in the courts of
New York, restraining defendant from printing or selling copies of it. 1872.
Palmer t. DeWiU (47 N. Y. 682), VII, 480, and ncie, 488.



II. Offiobbs.

IIL l^ocKS AHD DrviDBin>e.
IV. Rights and mabilitibs.


1. Snbsoiiption to capital stook— effect of. The obligation of actual pay-
ment is created is all cases by a subscription to the capital stock of a corpora-
tion, unless the terms of the subscription are such as to exclude it ; and where
a subscriber fails to comply with the conditions and terms of the subscription,
without any default on the part of the corporation or its officers, he has no such
rights or interests in the stock as to entitle him to an injunction restraining
them from Interfering with the concerns, business, or affairs, of the corporation.
1871. Bueey v. ffoopm'et al. (85 Md. 15), VI, 850.

2. The mere fact of subscribing to the stock of an incorporated com-
pany does not constitute the subscriber a stockholder; but it seeme that such
a subscription puts it in his power to become a stockholder, by compelling the
corporation to give him the legal evidence of his being a stockholder, upon his
complying with the terms of the subscription, lb,

3. Subscription to the capital stock of a corporation, without payment

when due, does not render it competent for the subscriber 4b question the

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regularity of the organisatioii of the corporation, or the aathoritj of its
officers. Jb,

4. Sxpnlfioii of members. Defendant, a corporation, was empowered hy
its charter to expel members in the manner to be prescribed bj its rules and
by-laws. A by-law provided for the expulsion of a member for non-fulfillment
of any contract, whether written or verbal. Held, that the by-law was reason-
able, and authorized the expulsion of a member refusing to perform a con-
tract void by the statute of frauds. 1871. IHckeiuon v. Chanib&r qfOomfMree
(ifMUwaukee (29 Wis. 45), IX, 544.

6. AgKeemetA to oontroL Three persons owning a majority of the stock of
a corporation, entered into an agreement, as between themselves, to elect the
officers of the company and to manage its affairs as they or a majority of them
should determine. EM, that the agreement was not illegal or void as against
public poUcy. 1870. i^buW* v. Fo^m (57 111. 416). XI, 34.

6. liability of stockholders. Plaintiff owned stock in the defendant's com-
pany, whose charter, subject to amendment, alteration or appeal at the pleasure
of the general assembly, provided that the stockholders should not be liable
beyond the amount of their shares for any loss sustained by the company or
for any debt due thereon. Afterward, the general assembly enacted that a
company might fill up its capital stock, if reduced from its original amount
by losses, by assessment on the stockholders, pursuant to which law defend-
ant assessed plaintiff, ffeld^ that the act authorizing the assessment ¥ras oon-
sUtutional. 1869. Gardner v. Hope Ineuranee Oo. (9 B. 1. 194) XI, 288.

II. Officbbs.

7. Voting on stook held in trust — mandamus. Some of the stockholders
of a manufacturing company transferred four hundred shares to C, to be held
by him ** for the benefit of the corporation," and, at an election of officers, C.
voted on these four hundred shares, whereupon the election was claimed by
the person having the highest number of votes. Held, that a mandamus
would issue to compel the surrender of the offices to the persons having the
highest number of votes, after excluding the four hundred. 1869. American
BailiDay Frog Co, v. Ha/oen (101 Mass. 898), III, 877.

8. M., the pledgee of stock, standing on the books of the corporation

in the name of " M., Trustee," and on which he had repeatedly voted without
objection, voted thereon at an election of directors. In quo warranto against
the officers declared elected at such election, Tield (1), that M. was entitled to
vote, in the absence of any claim by the pledgers to do so ; (2) that after the
election it was too late for the pledgers to ask the court to disturb the result.
1870. Hoppin v. Buffum (9 R. I. 51fi), XI, 291.

9. Action by stockholder against direotors. An individual stockholder In
a corporation may maintain an equitable action against the directors for
misconduct in office. Where the corporation itself is liable, or through
fraud or collusion, omits to sue ; and when the directors are charged with
fraud it is not necessary for the stockholder to apply to them for the use of

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the corporate name in bringing the suit. 1880. Mvuina v. QMihwaiiU
(34 Tex. 125), VII, 281.

10. In a suit to foredoee a mortgage given bj a stock company to

aecore certain of its bonds, there was a judgment by default taken against the
company, whereupon an individuai stockholder filed a plea of intervention,
setting up that the bonds were fraudulently issued by the directors, and
charging collusion between the plaintiff and the officers of the company. On
demurrer, hdd, tliat the plea was good. i&.

11. Oannot oontraot with the oompany. A director in an incorporated
company cannot become a contractor with the company, nor can he have any
personal and pecuniary interest in a contract between the oompany and a third
person. 1871. Part ▼. BusM (86 Ind. 60), X, 5, and rwU, 12.

12. The complaint in an action by persons assessed for the construe-

tion of a road to enjoin the payment of moneys to contractors for building
the road, charged that the contracts had been given to two person, one of
whom was a director of the road company, and that the other contractor had
an illegal and corrupt understanding with the directors that he was to share
the profits with them. HM, that there were sufficient facts alleged to con-
stitute a cause of action, and a demurrer would not lie. lb,

13. Liability for losses. Directors of a corporation cannot, in the absence
of any fraudulent conduct, embexalement or misappropriation of funds, or
realisation of profit not conunon to all the stockholders, be made to account to
the stockholder for losses arising from mismanagement merely ; or be made
liable for mistakes of judgment, or want of skill or knowledge. 187IK
8perin(t9 Appeal (71 Penn St. 11), X, 684.

14. False representatioiis in oironlars. The director of a oompany is not
liable for representations, false in fact but not known by him to be so, made
in published circulars of the company, on wMch his name appears only as one
of the list of directors. 1872. Wakeman v. DalUy (51 N. T. 27), X, 561.


16. Action for relosal to issue stocks. An action will lie against a corpora
tion for wrongfully refusing to issue certificates of stock to a party entitled ;
and the right of an associate Or his assignee to sue the corporation, into which
the association is subsequently transformed, for its refusal to issue certificates
of stock to Which he is entitled, does not differ in principle from that of an
ordinary assignee of stock. 1871. Baltimore Oity Paeeenger Railway Oo, t.
BeweU (85 Md. 288), VI, 402.

16. Where the articles or by-laws of an association, formed with a view

of being incorporated, provide that the shares are " transferable on the books,"
nevertheless, an assignee may sue the corporation, when formed, for refusing
to issue certificates of stock although the assignment was not made on the books.

17. Measure of damages. In an action against a corporation for a

wrongful refusal to issue stock, the measure of damages is the value of the

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stock at the time of the demand, together with the dividendB accraed theieon
at that time, lb,

18. A o«rtifioate of itook traoBferred in hlank is not a negotiable instrn-
ment. 1868. Shaw ▼. Spencer (100 Mass. 882), 1, 115.

19. Who may increase stock. The charter of a corporation provided that
its capital stock should be $100,000, with the power to increase it to $600,000,
but did not provide by whom this power should be exercised. ffM, that the
board of directors could not increase the capital stock without the assent of
the stockholders. 1871. Eidman v. Bownan (58 111. 444), XI, 90, and noU,

20l BhrldMidEi A sale of shares in a company carries with it dividends
already declared, but to be paid subsequently. 1872. BurraugJu v. Horth
OwroUna Baiiroad Co, (67 N. C. 876), XII. 611.

21. Where the property of a corporation consists wholly of real estate

and a part thereof is taken by eminent domain, the compensation therefor, if
distributed as a dividend, is capital and not income. 1872. Heard v. Eldredge
(109 Mass. 258), XII, 687.

22. The guaranty of a dividend by a corporation, or " guaranteed divi-
dends," means only a pledge of the funds legally applicable to the purposes of
a dividend. 1856. Tqft v. Hartford, etc., E. B. Co. (8 R. I. 310), V, 575.


23* Bilay hold land out of StatOi A corporation chartered in Indiana, Jisld
to have power to purchase and hold lands in Michigan without any statute of
the latter State affirmatively authorizing it. (Gampbbll, J., dissenting.) 1872.
Thompson v. Waters (25 Mich. 214), XU, 243.

24. The aocommodation note of a corporation is valid in the hands of a
holder in good faith and for value. 1869. Monibmeni Nationai Batik v. Qlobs
Works (101 Mass. 57), HI, 322.

25. When cannot impose liabilities on members. A corporation cannot;
by resolution or by-laws, impose personal and individual liability upon its
members, unless the power is specifically granted in the charter or by general
statute. The capital stock is the fund out of which the debts of a corpora-
tion must be paid, and dividends of profit already paid to the stockholders
cannot be reached by creditors of the corporation. Funds due to a corpora-
tion (as for rent) may be reached by proper process. 1869. Beid v. Ths
Eatonton Manvfacturing Co, (40 Ga. 98), II, 563.

26. Damages for acts of servants. A corporation is liable to exemplary
or punative damages for such acts, done by its agents or servants, acting
within the scope of their employment, as would, if done by an individual
acting for himself, render him liable for such damages. 1869. Atlantic d
Great Western BaUway Co. v. Dunn (19 Ohio St. 162), II, 382.

27. When doctrine of ultra vires does not apply. A mining corporation
was organised under a statute requiring the operations of the corporation to
be carried on in Illinois. The corporation afterward engaged in mining in

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Colorado, and in the pioseeation of ite work borrowed large sams of money,
for which notes of the corporation were given. HM, that a stockholder
could not enjoin the collection of the notes, the doctrine of uUra virei not
applying. 1870. BradUyy. Ballard (S!im,ild),Ym, 666.

28. Penalty against not enforoeable out of State. The provisions of a
statute of Pennsylvania limited the amount of the debts and liabilities (not
including capital stock) of certain companies to the amount of their capital
actually paid in, and farther provided that " if any debts or liabilities shall
be contracted exceeding the said amount, the directors and officers contract-
ing the same, or assenting thereto, shall be jointly and severally liable, in
their individual capacities, for the whole amount of such excess, and the
same may be recovered by action of debt as in other cases." In an action to
recover for a violation of this statute, held, that the liability so created was
in the nature of a penalty, and not enforceable by action outside of the State
which enacted the law. 1870. Fin^ National Batik v. Price (88 Md 487), III,

29. Information against A public corporation may be restrained from
doing an act not authorized by law on an information in equity by a law
officer of the State, in the name of the State. Wagnbr, J., dissenting*
1878. 8UU€ V. County Court (51 Mo. 850), XI, 454.

30. An information in equity, by the attorney-general, cannot be

maintained against a private trading corporation, where the acts complained of
are not shown to have injured or endangered any rights of the public or of
any individual or other corporation, and where the only objection to them
is that they are not authorized by its acts of incorporation, and are, therefore,
against public policy. 1870. Attomey-GeMrcU v. Tudor Ice Co, (104 Mass.
389), VI, 227.

31. Violation of charter — how determined. The charter of a corporation
contained a provision that it should not be repealed " unless it shall be made
to appear to the legislature that there has been a violation by the company of

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