suant to Section 221 of the General corporation Corporation Law". The relator, whose application was denied at Special Term, contends that as a director he has an absolute and unqualified right to inspect the books, records and documents of the corporation, and that his motives are irrelevant. To enable a director of a corporation to perform the duties of his office, his right to inspect the corporate books is undoubtedly an absolute one. People ex rel. Leach v. Central Fish Co., 117 App. Div. 77, 101 N. Y. Supp. 1108, followed and approved by the Court of Appeals in People ex rel. Grant v. Atlantic Terra Cotta Co., 196 N. Y. 523, 89 N. E. 1108. But I think the present case an exception to the rule laid down in the Leach Case. It is agreed, as stated, that the corporation was dissolved on May 11, 1922, by proceedings for its voluntary dissolution taken pursuant to Section 221 of the General Corporation Law (now superseded by Section 105 of the Stock Corporation Law, in effect October 1, 1923). Granting that ordinarily "the ordinarily "the duty of a director is to direct," his obligations are materially modified after a voluntary dissolution. He then is required to exercise only such power as is incidental to "paying, satisfying and discharging any existing debts or obligations, collecting and distributing its assets and doing all other acts required in order to adjust and wind up its business and affairs." General Corporation Law, § 221, subd. 3. See, also, Stock Corporation Law, § 105, subd. 8, added by Laws 1923, c. 787. These specific and limited provisions manifestly require compliance in order that the may properly and legally be dissolved. Acts beyond the provisions of the statute would not be permissible. As the situation is here disclosed, I think it was appropriately shown in response to the application that the purposes of the relator were not in furtherance of his duties as a director after dissolu tion, but were actually hostile and in- "manifestly improper to allow relator [a director] to bring with him the representatives of rivals of the defendant in the same line of business, whose inspection of the books could easily be made the means of acquiring information that might be used to impair defendant's business." People ex rel. Poleti v. Poleti, Coda & Rebecchi, Inc., 193 App. Div. 738, 740, 184 N. Y. Supp. 368, 369. The relator in no wise indicates that he has been excluded from participation in winding up the corporate affairs, but stands his ground that he still is a director, with all the rights appertaining to his office in an existing and going corporation, and entitled to the order sought as matter of strict legal right. I think, for the reasons set forth, that his rights. were not as broad as he asserts, and that the learned justice at Special Term was correct in denying his motion. I therefore advise that the order appealed from be affirmed, with $10 costs and disbursements. All concur. Statute Forbidding Use of Daylight Saving Time Held Constitutional State v. Bassett, Supreme Court of Errors of Connecticut, 123 Atl. Rep. 842 The Connecticut statute making it any time-measuring instrument or deunlawful to display publicly any clock indicating daylight saving time or any time other than standard time, is constitutional. The enactment of such a statute is a valid exercise of the police power. Information against Merton W. Bassett for willfully displaying on Main street, in Hartford, a clock set and running so as to indicate time other than the standard time as defined by statute, brought to the superior court in Hartford county, where a demurrer to the information was filed, and the questions of law raised thereby reserved for the advice of this court because the decision of the same will end and dispose of the case. Superior court advised to overrule the demurrer. Reinhart L. Gideon, Asst. State's Atty., and Hugh M. Alcorn, State's Atty., both of Hartford, for the State. Donald C. McCarthy, Benedict M. Holden, and Arthur E. Howard, Jr., all of Hartford, for defendant. Opinion of the Court, Written by Judge Curtis CURTIS, J.-The information is based on the following statute passed in 1923 (Pub. Acts 1923, c. 231): "No person, firm or corporation, organization or association, shall willfully display in or on any public building or on any street, avenue or public highway vice, which is calculated or intended to furnish time to the general public, set or running so as to indicate intentionally, or indicating intentionally, any time other than the standard of time as defined by Chapter 37 of the Public Acts of 1921. Any person or any officer of any corporation or organization or association violating any provision of this act shall be fined not more than one hundred dollars." The demurrer is in effect that the act is invalid under the Constitution of the United States and of Connecticut. The state claims that it is a valid exercise of the police power of the state. The defendant admits that the state may enact appropriate legislation under its police powers in the interest of public health, public safety or public morality, but claims that this legislation is not related to either of these purposes, and is not, therefore, justifiable under the police power. But legislation which is ordinarily spoken of as falling under the police power of the state is not confined to that in the interest of the three subjects above enumerated. Legislation in the interest of public convenience and public welfare also comes under the police power. Escanaba Co. v. Chicago, 107 U. S. 683, 2 Sup. Ct. 185, 27 L. Ed. 442; Lake Shore Ry. v. Ohio, 173 U. S. 285, 19 Sup. Ct. 465, 43 L. Ed. 702; Windsor v. Whitney, 95 Conn. 369, 111 Atl. 354, 12 A. L. R. 669. Also that they do not denote some peculiar and transcendent form of legislative authority. If the police power is "exercised by legislation which violates any right guaranteed by the national or state Constitution, they are so far forth invalid." State v. Coleman, 96 Conn. 193, 113 Atl. 386. No specific rights guaranteed by the national or state Constitution are claimed by the defendant to have been violated by this act, other than those relating to "due process" of law. The defendant claims that the act restricts him in the use of his private property, namely, the clock in question, and is thereby repugnant to the due process provisions of the national and state Constitutions. The state may regulate any business or the use of any property in the interest of the public welfare or the public convenience, provided it is done reasonably. Conn. L. & P. Co. v. Southbury, 95 Conn. 242, 111 Atl. 363. The defendant claims that this act is an unreasonable exercise of the police power, and that there is no such public inconvenience arising from so using a clock in the public highway as to reasonably justify its prohibition. A large discretion is necessarily vested in the Legislature to determine, not only what the interests of public convenience and welfare require, but what measures are necessary to secure such interests. Cotter v. Stoeckel, 97 Conn. 244, 116 Atl. 248; Young v. Lemeux, 79 Conn. 440, 65 Atl. 436, 600, 20 L. R. A. (N. S.) 160, 129 Am. St. Rep. 193, 8 Ann. Cas. 452. The legislative department is the judge, within reasonable limits, to determine what public convenience and public welfare require, and the wisdom of its legislation is not the concern of the courts. It is our duty to sustain an act, unless its invalidity is in our judgment beyond a reasonable doubt. Beach v. Bradstreet, 85 Conn. 344, 82 Atl. 1030, Ann. Cas. 1913B, 946; State v. Lay, 86 Conn. 145, 84 Atl. 522; Cooper v. Telfair, 4 Dall. 14, 19, 1 L. Ed. 721. The Legislature by the passage of this act has judged that the public convenience and welfare would be substantially subserved by its enactment. The purpose of this legislation was to prevent such inconvenience and confusion to the public as might arise from the display of clocks on public buildings and highways indicating the time of day as otherwise than the standard time established by law, and prescribed for conducting the government of the state and municipalities, and which was in use upon railways. The purpose of the legislation cannot be said to be unreasonable as a matter of law, and the provisions of the act were adapted to accomplish the purpose of the legislation. It was said in Buck Stove Co. v. Vickers, 226 U. S. 205, 33 Sup. Ct. 41, 57 L. Ed. 189, that, in examining a given statute relating to an appropriate subject of police regulation to determine whether its provisions are reasonable "The inquiry must be, whether considering the end in view, the statute passes the bounds of reason and assumes the character of a merely arbitrary fiat." Considering the end in view, this act does not pass the bounds of reason and assume the character of an arbitrary fiat. The superior court is advised to overrule the demurrer. Failure to Examine Shipment of Goods Not Excused by Inferiority of Prior Shipment Sachs Shoe Co. v. Maysville Suit & Dry Goods Co., Court of Appeals of Kentucky, 256 S. W. Rep. 401 The defendant, the Maysville Suit & Dry Goods Co., ordered from the plaintiff shoe company 72 pairs of shoes to be manufactured and shipped at a stated time. The shoes were manufactured and shipped in two installments. The defendant received and accepted the first lot and paid for them. Thereafter, the defendant wrote to the plaintiff, stating that the shoes were not up to samples and stating that if the plaintiff could not make the shoes "up just to samples," and could not give revised prices previously agreed upon, the plaintiff could cancel the entire order. The defendant refused to take the second shipment of shoes from the express office. Subsequently, the plaintiff sued the defendant to recover the price of the shoes. On appeal from a judgment for the defendant it was held that the de fendant, by accepting the first shipment and paying for it, waived any objection to the goods so shipped on the ground that they did not correspond with sample. It was further held that the inferiority of the first shipment was not a ground for rejection of the second shipment without an inspection, and that it was the defendant's duty to make prompt examination of the goods contained in the second shipment after they arrived at their destination, and to inform the seller of its intention to reject the goods if they were unsatis tified. Appellant answered this on June 10th, inclosing a revised price list in which there was a reduction from $1 to $1.50 per pair, and proposed to reduce the prices charged appellee to conform to this list. On the 6th of August appellee wired appellant: "Make up our fall order and ship at the new prices." The shoes were manufactured and shipped in two installments, the first on September 17th and the second a few days later. The appellee received and accepted the first lot and paid the bill, and on the 24th of September wrote the appellant as follows: "Gentlemen: Just opened your goods and find that your shoes are not up to samples. They are made out of very bad leather and you also forgot to give us revised prices. If you cannot make your shoes up just to samples we cannot use them. We also must have the prices on them, and if you cannot comply with this request you can cancel the entire order." On the following day appellant wrote appellee that the shoes were billed to it at revised prices, that they were examined before they were shipped, and that they were all right; that all of the shoes had been shipped; and expressed its inability to meet appellee's view. The appellee refused to take the second shipment from the express office. Appellant sued for the amount of the bill, $297, and the above facts were proved. It was further shown by the appellee that the shoes in the first shipment did not come up to samples, but it is admitted that the second shipment was not taken from the express company, and therefore its contents were not examined. The court also permitted appellee's wit nesses to state that it had canceled the remainder of the order. The court instructed the jury: "The jury will find for plaintiff, Sachs Shoe Co., unless they believe from the evidence that the shoes sold by it to defendant, Maysville Suit & Dry Goods Co., in March, 1920, and confirmed by telegram from defendant in August, 1920, were in a substantial degree, as regards the first 36 pairs, material and workmanship to the samshipped September 17, 1920, inferior in ples shown by plaintiff shoe company's agent as the standards of purchase at the time of the sale, and further believe from the evidence that defendant before shipment of the latter 36 pairs so notified plaintiff, and that it (defendant) for that reason would not receive the remaining 36 pairs now in controversy; in which event the jury will find for defendant." The jury returned a verdict for defendant, and plaintiff has entered a motion for an appeal, and seeks a reversal. The shoes were sold by sample, and this implied a warranty that the shoes would correspond with the sample both in appearance and quality. No doubt it was intended that all should be included in one shipment which would have given the buyer a reasonable opportunity after delivery to have examined and inspected the goods, and to determine whether or not the entire lot was in accordance with the contract. However, we see nothing inconsistent with the contract in dividing the order into two shipments. Under the circumstances the buyer could have held the first shipment a reasonable time for the arrival of the second and examined and inspected them all together or it could have inspected each installment as it arrived; but, if it adopted the latter alternative, |