warranted discrimination between the individuals, against whom the
aggression thereby forbidden is committed. (Neb.) Greene v. State,
626.
5. CONSTITUTIONAL LAW-Penal Statutes Making Acts Crim-
inal When Committed Against Citizens and Residents of the State.
Section 3 of the act of March 30, 1901 (Laws 1901, c. 93), contra-
venes section 15, article 3 of the constitution of the state of Ne-
braska, which forbids special legislation, as well as section 1 of the
fourteenth amendment to the constitution of the United States,
which forbids a state to deny to any person within its jurisdiction
the equal protection of the laws, in that the acts thereby pro-
hibited are made criminal only when committed against citizens
or residents of the state of Nebraska. (Neb.) Greene v. State,
626.
See Abortion, 5; Attorney and Client; Criminal Law, 5, 7; Gaming,
3-6.
CONTINUANCE-Right to in Case of Absent Witnesses.-
Where it appears on a trial for violating the local option law that
the testimony of absent witnesses would corroborate the defendant's
theory as testified to by himself, and would otherwise strengthen his
defense, an application for a continuance should be granted. (Tex.
Cr.) Beard v. State, 806.
1. CONTRACT, UNILATERAL, not Showing Any Consideration.
Watkins signed and delivered to Mallet a writing as follows “I
agree to sell W. M. Mallet 25 bales of middling cotton at 72 cts.,
delivered at his warehouse during November and October, 1900.
4/2/1900. Jackson, Ga. B. F. Watkins." Such writing, not showing
any consideration to support the promise of Watkins, did not of itself
bind him to deliver the cotton, or make him liable in damages for a
failure to do so. (Ga.) Mallet v. Watkins, 226.
2. JURY TRIAL, Adoption of the Charge to the Evidence.-A
charge must be adjusted to the evidence; and there being no evidence
of any promise on the part of Mallet to buy the cotton, other than
a written promise delivered to Watkins, the court did not err in
instructing the jury that the plaintiffs could not recover unless Mallet
executed and delivered to Watkins such written promise, or in failing
to charge what would be the effect of an oral promise on the part of
Mallet to buy the cotton. (Ga.) Mallet v. Watkins, 226.
3. CONTRACTS, Interpretation by the Parties.-If a contract is
ambiguous, the court will generally follow the interpretation placed
on it by the parties. (Neb.) Gorder v. Pankonin, 629.
4. CONTRACTS.-If the Notice of Acceptance of an Offer actu-
ally reaches the party making the proposition, the agency through
which the fact is communicated may be immaterial; but prior to the
receipt of actual or constructive notice there ordinarily is no contract.
(Ind.) New v. Germania Fire Ins. Co., 245.
5. CONTRACTS-Communication of Acceptance.-Mental deter-
mination to accept a bare proposal or mere offer, or even acts done in
pursuance thereof, are not sufficient to bind the party who makes the
offer; a reciprocal promise is required, and therefore in addition to
consent, the party to whom the offer is made must communicate his
acceptance directly or constructively to the other party. (Ind.)
New v. Germania Fire Ins. Co., 245.
6. CONTRACTS Communication of Acceptance. When an Offer
is Made by Mail it is implied, in the absence of notice of revocation
reaching the party receiving the offer before its acceptance, that the
writer continues willing to contract down to the time that the other
party may, with due diligence, accept the proposition, and the latter
may use the same medium to express his assent; in that way the
engagement may be concluded before the party making the offer
has notice of the acceptance. But this doctrine is not extended so
far as to make a communication to the offeree's agent a sufficient
acceptance, even when it is accompanied by direction to give notice.
(Ind.) New v. Germania Fire Ins. Co., 245.
Evidence of Intoxication of Party.
7. INTOXICATION, Evidence of.-When one of the questions to
be passed on by a jury is whether or not, at the time one of the
parties to the case signed a writing, he was deprived of reason on
account of being intoxicated: held, (a) that the acts and sayings of
such party immediately before and after such time are admissible to
illustrate such question; (b) that evidence that such party generally
talked incoherently, had no consecutive thought, and was without
business capacity while under the influence of whisky, was not admis-
sible to be considered in determining such question. (Ga.) Hawkins
v. Studdard, 190.
CONTRACTS-Rescission.-A Substantial Failure of Considera-
tion of a contract may justify its rescission. (Minn.) Kessler &
Parelius, 459.
9. RESCISSION-Time Within Which must be Made.-The mere
question of how much time a party to a contract has permitted to
elapse is not necessarily determinative of his right to rescind; the
important consideration is whether the period has been long enough
to result in prejudice to the other party. (Kan.) Basye v. Paola
Refining Co., 346.
10. RESCISSION-Restoration of Prior Status.-The rule that he
who seeks the rescission of a contract must restore in specie what-
ever he has received under it is one of justice and equity, not of
procedure of substance, not of form-and must be reasonably con-
strued and applied. All that is necessary is that the one party shall
be placed in substantially his original situation, and that the other
shall derive no unconscionable advantage from his conduct. (Kan.)
Basye v. Paola Refining Co., 346.
CONVEYANCES.
See Deeds; Vendor and Vendee.
1. CORONER.-No Estoppel can Grow Out of the Unauthorized
Acts of a public officer of limited authority, such as coroner.
(Ind.) Sandy v. Board of Commissioners, 273.
2. CORONER-Occasion for Inquest or Autopsy. A reasonable
supposition that a death occurred from violence or casualty is as
necessary to confer jurisdiction on the coroner to hold an inquest or
an autopsy as that the body be found in his county. (Ind.) Sandy
v. Board of Commissioners, 273.
3. CORONER-When cannot Order Autopsy. Where a Child who
has been regularly attended at home by physicians dies without any
suspicion of violence or casualty, the coroner cannot legally hold an
inquest or direct an autopsy, although the exact cause of the death
is not known. (Ind.) Sandy v. Board of Commissioners, 273.
4. CORONER-Autopsies and Inquests.-Under the Indiana Stat-
ute, autopsies may be ordered by the coroner only in cases in which
inquests may be legally held that is, where death is reasonably
supposed to have come by violence or casualty. (Ind.) Sandy v.
Board of Commissioners, 273.
5. CORONER-Authority to Order an Autopsy. A coroner is not
the sole arbiter of the necessity of an autopsy. He must exercise
his authority reasonably and not arbitrarily, and a person holding
an autopsy under his direction is charged with notice of the limita-
tions of his powers. (Ind.) Sandy v. Board of Commissioners, 273.
1. CORPORATION-Waiver of Directors' Meeting.-A corporation
may waive any necessity for a meeting of its board of directors for
the transaction of the business of the company by permitting the
directors to establish a habit or usage of attending separately to the
making and performance of contracts by their agents. (Ark.) Winer
v. Bank of Blytheville, 102.
2. CORPORATIONS.—The Authority of an Officer to Act for a
corporation may be established by proof that he was held out to the
public as possessing those powers which he exercised in a given case,
or that the corporation has acquiesced in or ratified his acts.
Winer v. Bank of Blytheville, 102.
3. CORPORATION.-The Legal Fiction that a Corporation is a
Person or Legal Entity cannot be urged to an extent and purpose
not within the reason and policy of that fiction. (Wis.) Milbrath v.
State, 1012.
Rights and Powers-Ultra Vires Contracts.
4. CORPORATIONS, Rights and Powers of.-A corporate entity
has only such rights and powers as are conferred upon it by express
or implied provisions of law. (Fla.) McQuaig v. Gulf Naval Stores
Co., 160.
5. CORPORATIONS-Ultra Vires Acts.-A Simple Contract Cred-
itor, who executed notes to a corporation, is not entitled to question
the validity of a transfer of the paper in an action upon the notes.
(Ark.) Winer v. Bank of Blytheville, 102.
6. CORPORATIONS, Power of to Contract.-When not prohibited
by law, corporations have the implied power to make contracts that
are fairly within the scope of the purposes of their creation. (Fla.)
McQuaig v. Gulf Naval Stores Co., 160.
7. CORPORATIONS- Contracts Which may not Repudiate.-
When a contract made by a private corporation is not forbidden by
law and has some relation to the business the corporation is author-
ized to do, such contract may not be repudiated at pleasure to the
injury of one who in good faith dealt with the corporation under
circumstances indicating the authority of the corporation. (Fla.)
McQuaig v. Gulf Naval Stores Co., 160.
8. CORPORATIONS-Ultra Vires, Defense of, When not Avail-
able. While those dealing with a private corporation are charged
with some degree of care to ascertain the powers of the corporation
with reference to the transaction, yet if the transaction has some
fair relation to the matters within the corporate authority, the de-
fense of ultra vires will not in general be available to afford in-
justice or imposition. (Fla.) McQuaig v. Gulf Naval Stores Co.,
9. CORPORATIONS, Contract of with Broker to Sell Lands-Plea
of Ultra Vires.-When a corporation having authority to do a gen-
eral commission and mercantile business, to own, lease and operate
turpentine farms, to lease and sublet and buy and sell timber for
turpentine and milling purposes, and to buy and hold such real estate
as may be necessary for, or incidental to, the authorized business,
and an action is brought against the corporation for commissions
for finding a purchaser for lands, and to a plea of ultra vires that
the corporation did not have authority to make the contract, and
was not at any time seised and possessed of the lands to which the
contract of sale relates, and had no interest directly or indirectly in
the lands, a demurrer was filed, and a replication to the plea al-
leges that the defendant corporation claimed and represented itself
to be the owner of the lands, employed plaintiffs and received the
benefit thereof, and sold or caused to be sold the identical lands
through another for a greater profit, which replication is demurred
to, the defense of ultra vires cannot avail the defendant. (Fla.)
McQuaig v. Gulf Naval Stores Co., 160.
Transfers and Consolidations.
10. CORPORATIONS, CONSOLIDATED, Right of to Sue and to
Defend Suits.-When a corporation is the successor by consolidation
of other corporations, it has the same right to sue upon causes of
action and to make defense when sued as the original corporations, or
either of them, had. (Ala.) Southern Steel Co. v. Hopkins, 20.
11. CORPORATIONS, Transfer from Old to New, When Fraudu-
lent. When a new corporation is organized which takes a convey.
ance from an existing corporation of all its corporate property, and
the only consideration paid therefor was the issuance of shares of
capital stock in such new corporation to the individual stockholders
and directors of such old corporation, and an agreement to assume
certain mortgage indebtedness of such old corporation, a bill filed
by creditors of such old corporation against the new corporation,
containing such allegations, coupled with the further allegation that
the value of the property of such old corporation so conveyed
"amounted to considerably more than the mortgage indebtedness so
assumed," which seeks to subject such property so conveyed to sale
for the payment of the judgment indebtedness of such old corpora-
tion, is not demurrable for lack of equity. (Fla.) J. I. Kelley Co. v.
Pollock, 1101.
Sales and Transfers of Stock.
12. CORPORATION-Liability for Permitting Transfer of Stock
on Books. It is the duty of the officers of a corporation to protect
the stock of its members, and if they permit an unauthorized trans-
fer on the books of stock from one of the stockholders to another
person, not legally entitled thereto, the corporation itself is thereby
made liable. (W. Va.) Snyder v. Charleston etc. Bridge Co., 947.
13. CORPORATION-Right to Sell Unsubscribed Stock.-An or
ganized corporation has the right to sell its unsubscribed stock.
(Wis.) Southwestern Slate Co. v. Stephens, 1074.
14. CORPORATION Sale of Unsubscribed Stock.-If a corpora-
tion offers to sell unsubscribed stock at a stipulated figure, an accept-
ance of the offer makes a binding contract. No acceptance of the
acceptance is necessary. (Wis.) Southwestern Slate Co. v. Stephens,
Compelling Issuance of Stock.
15. CORPORATION-Suit to Compel Issuance of Stock to Share-
holder.-Equity has Jurisdiction in the matter of a suit brought
by a stockholder against a corporation to compel it to issue a
certificate for the shares of stock owned by him in such corpora-
tio, and for the accounting for dividends to which he is entitled
on his stock; and if there is any valid reason why this relief can-
not be given, equity will grant alternative relief by way of dam-
ages. (W. Va.) Snyder v. Charleston etc. Bridge Co., 947.
16. CORPORATION-Suit to Compel Issuance of Stock to Share-
holder. At a stockholders' meeting held for the purpose of organiz-
ing in pursuance of the certificate of incorporation, at which meet-
ing all the stock is properly represented, one of the persons,
appearing from the certificate of incorporation to be a stockholder,
is elected director. Held, the corporation is thereby estopped from
denying that such person so elected is a legally constituted and
bona fide stockholder. (W. Va.) Snyder v. Charleston etc. Bridge
Co., 947.
17. CORPORATION-Suit to Compel Issuance of Stock-Laches.
A stockholder may lose his right to invoke the aid of equity to
compel the corporation to issue him a certificate for the shares of
stock owned by him, by a delay of six years, knowing for five years
of that time that he is not recognized as one of the stockholders.
(W. Va.) Snyder v. Charleston etc. Bridge Co., 947.
18. FOREIGN CORPORATION — Failure to Comply with Law-
Effect on Contracts.-The contracts inhibited by subdivision 10 of
section 1 of chapter 506, Wisconsin Laws of 1905, are not limited
to those made by a foreign corporation doing business in the state,
within the meaning of subdivision 2. (Wis.) Southwestern Slate Co.
v. Stephens, 1074.
19. FOREIGN CORPORATION- Failure to Comply with Law-
Stock Subscription.-A contract to sell unsubscribed stock by a for-
eign corporation which has not complied with section 1770b Wisconsin
Statutes of 1898, as amended by chapter 506 of the Laws of 1905,
is unenforceable against the subscriber. (Wis.) Southwestern Slate
Co. v. Stephens, 1074.
20. FOREIGN CORPORATION-Failure to Comply with Law.-A
Single Contract falls within the ban of the Wisconsin statute which
declares contracts unenforceable when made by a foreign corporation
that has not complied with the law of the state. (Wis.) South-
western Slate Co. v. Stephens, 1074.
21. FOREIGN CORPORATION—Service of Process and Return
Thereof. For the purpose of serving process in suits against it in
this state, a railroad corporation doing business here, though chartered by
another state or territory, will be treated as a domestic corporation,
and the return of the officer need not show that the place of ser-
vice was the place of residence of the person served. (W. Va.)
Stout v. Baltimore etc. R. R. Co., 940.
22. UNLICENSED CORPORATION-Validity of Contract.-A
Conditional Sale of property, made by a resident agent of an un-
licensed foreign corporation, followed by a change of possession and
part payment, is void in behalf of the corporation but enforceable
against it; and the corporation cannot assert that no contract exists,
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