this character is not susceptible of settlement. That is not the question here. Conceding the right of settlement, the important question arises whether a court of law will enforce a contract by which an attorney at law undertakes, for a contingent fee, to procure a settlement of such a criminal charge, and thus prevent its coming into court. The stifling of a prosecution for a criminal offense, even where it is a mere misdemeanor and of such a character as to be within the control of the parties, is not a proper subject of a bargain for a fee. This is especially the case where the crime is one which concerns public morals. It would lower the standard of the profession and impair its dignity and usefulness were the principle contended for by the defendant to receive judicial sanction. Its mere statement implies an understanding that some means are to be used that are not professional. Such contracts, if sustained, cannot fail in many instances to interfere seriously with the administration of public justice. Bowman v. Coffroth, 6 P. F. Smith, 19, was an action by an attorney to recover compensation for his services before the department in procuring the discharge of a drafted man. It was held that the contract was against public policy and void, whether the compensation for the services was fixed or contingent. Other cases might be cited were it necessary. Those referred to establish the principle that contracts which have for their subject-matter any interference with the creation of laws, or their due enforcement, are against public policy, and therefore void. The law guards with jealousy every avenue to its courts of justice, and strikes down everything in the shape of a contract which may afford a temptation to interfere with its due administration. That the case in hand comes within the principle referred to is too plain for argument. The defendant may have rendered some professional services to the plaintiff for which he would be entitled to compensation. But the contract which he sets up by way of defense to the note being void, as against public policy, the learned judge committed no error in directing a verdict for the plaintiff. This view of the case renders a discussion of the remaining assignments of error unnecessary. Judgment affirmed. DUNHAM & SHORTT v. KIRKPATRICK. A grantor of land excepted and reserved from his grant, inter alia, "all minerals." Held, that the exception did not include petroleum or mineral oil. Error to the Court of Common Pleas of Warren county. There is a line of authorities which do not differ in this case from principle. Thus, it was held in Hatzfield v. Gulder, 7 Watts, 152, that "a contract founded upon a promise or engagement to procure signatures and obtain a pardon from the Governor for one convicted of a criminal offense and sentenced to punishment is unlawful, and cannot be enforced by an action." It was said by HUSTON, J., in delivering the opinion of the court: "It is not necessary to say whether, after the whole transaction is closed, a person who incidentally paid some postage, or who, under special circumstances, carried a petition, the signatures to which were spontaneously made, may not receive his actual expense and daily pay. I would say, it must be a very special case, however, to justify this. But this is not such a case, and we do not wish to see advertisements that pardons will be obtained at the lowest price, nor anything which approaches to it; and generally, all contracts to change the course of trials, or the effects of trials, whether to obtain a liberation of a prisoner by money to the jailor, or to obtain a pardon by the use of money directly or indirectly, must be void." Yet it is admittedly lawful for a gov-nal vendors had become vested, conveyed the ernor to pardon and for a citizen to solicit a pardon in a proper way. Trespass quare clausum fregit, by James Kirkpatrick against C. Dunham and Alfred Shortt, for entering upon and boring for petroleum oil upon the plaintiff's premises. The following facts were agreed upon, in the nature of a case stated, for the opinion of the court: By articles of agreement the plaintiff purchased from E. G. Wood and others a tract of land, and went into possession thereof. On November 8, 1881, A. B. Butterfield and E. L. Butterfield, in whom the legal title of the origi same land to the plaintiff in pursuance of the agreement, the purchase money having been paid in full. Both the article of agreement and the deed contained the following clause: "Excepting and reserving all the timber suitable for sawing; also all minerals; also the right of way to take off such timber and minerals." In February, 1881, the defendants entered upon said land, erected a derrick and enginehouse and drilled an oil well thereon, from which they have continually taken oil up to the present time. They also cut a small amount of timber. The defendants claimed by virtue of a lease for oil purposes from the said A. B. Butterfield and E. L. Butterfield, dated December 15, 1880. all these things, it is as extensive as the grant, and therefore void. If, then, anything at all is to be retained for the vendor, we must by some means limit the meaning of the word "minerals." But the rule by which this may be done is well stated by Chief Justice GIBSON in the case of the Schuylkill Navigation Co. v. Moore, 2 Wharton, 477, as follows: "The best construction is that which is made by viewing the sub If the court be of the opinion that by the article of agreement and deed the petroleum oil,ject of the contract as the mass of mankind with the right to take it, was excepted or reserved, then judgment to be entered for the plaintiff for $15, the value of the timber cut. If the court be of opinion that the oil was not reserved or excepted by the agreement and deed, then judgment to be entered for the plaintiff for $772.76, with interest. The court being of the opinion that the words "all minerals," used in the exception and reservation in the article of agreement and the deed, do not in common and ordinary meaning, in- | clude petroleum, entered judgment for the plaintiff for $773.66. would view it; for," continues the learned chief justice, "it may be safely assumed that such was the aspect in which the parties themselves viewed it." So Mr. Justice KENNEDY, adopting this same rule in the case of Gibson v. Tyson, 5 Watts, 34, when construing an exception in a deed "of all mineral or magnesia of any kind," says, that by the bulk of mankind nothing is considered as a mineral except such things as be of a mettallic nature, such as gold, silver, copper, lead, etc., and that, in looking at the deed before him, under the general understanding, he would have hesitated about classing The defendant thereupon took this writ, as- chromate of iron as a mineral, except that from signing for error the said judgment. the parol testimony it appeared the parties themLind-selves regarded it as a metallic ore of some kind. But if a doubt was raised as to the popular classification of the chromate of iron, a well-known mineral, what shall we say of oil, which is regarded even by science and law as a mineral only because of its inorganic character, or, as in Stoughton's Appeal, 7 Norris, 198, because of its forming part of the freehold from which it is taken? Certainly, in popular estimation, petroleum is not regarded as a mineral substance auy more than is animal or vegetable oil, and it can, indeed, only be so classified in the most general or scientific sense. How, then, did the parties to the contract under consideration think and write? as scientists? or as business men, using the language and governed by the ideas of every For plaintiffs in error, Messrs. Wm. M. sey, R. Brown, Johnson and Parmlee. Contra, Messrs. Noyes and Wetmore. Opinion by GORDON, J. Filed October 2, 1882. The reservation in the agreement of December 5, 1870, between Wood & Co. and Kirkpatrick, is of "all timber suitable for sawing, also all minerals." The defendants, who claim under a lease from the vendors in the agreement above stated, contend that it is their right, under the reservation, to enter upon and take from the premises, in said agreement described, all the petroleum or mineral oil that may be found therein. This contention can be sustained only under the hypothesis that the word "minerals" in the reservation includes petroleum. The court be-day life? low refused to sustain the interpretation put upon the agreement by the defendants, and entered judgment on the case stated for the plaintiff. In this we think it was right. The whole argument used for the purpose of convincing us that this decision is not correct is based on the allegation that petroleum is a mineral. It is true that petroleum is a mineral; no discussion is needed to prove this fact. But salt and other waters impregnated or combined with mineral substances are minerals; so are rocks, clays and sands; anything dug from mines or quarries; in fine, all inorganic substances are classed under the general name of minerals: Bouv. L. Dic.; Wor. Dic.; Dana's Geology; Grey's Botany. But if the reservation embraces As we have before observed, if this reservation is to have a strictly scientific construction, it is as extensive as the grant; hence, works it own destruction; on the other hand, if we adopt the popular understanding, we cannot regard petroleum as a mineral. Moreover, we may be very sure that when Wood & Co. made their contract with Kirkpatrick, they did not intend to reserve the mineral oil that might afterwards be found in the land, otherwise that intention would have been expressed in no doubtful terms. They were doubtless at that time unaware of the character of the property as oil territory. But if they did entertain such an idea, and expected to reserve oil under the general term "mineral,” they were mistaken, and should have known think I may say both parties-the members of the building association and the treasurer, Goldbeck-treated it exactly as if it had been money paid into the association by the members from whom it was due. In point of fact, however, it was not paid by those members, and those two persons became insolvent about the time of the annual meeting in 1878. Goldbeck, the treasurer, found in doing this act of friendship, The minutes of a corporation are not the exclusive evi- by paying these dues for the other members, or dence of what took place at a meeting of the stock-in accounting as if they had been paid, charging holders. The action of the stockholders may be proved by parol evidence, where such proof is not in conflict with any recorded action, but merely to supply that which was omitted from the minutes. himself with the money, although he had not received it, he was likely to lose this money. He thought, and some others of the members of Error to the Court of Common Pleas, No. 2, that it was not fair, or that it was not right, nor the board of directors appear to have thought, of Philadelphia county. The action was by a building association upon the official bond of its treasurer. The points of contention in the case will appear by the charge of the court below (MITCHELL, J.): GENTLEMEN OF THE JURY: You will understand the position of this case. The defendant, Mr. Goldbeck, was the treasurer, for a number of years, for the building association, which is now the plaintiff in this suit, and he gave in the year 1878 a bond for the faithful performance of his duties, and that bond was entered up in the court, and that bond was a bond for security only, and did not determine how much, if anything, the treasurer owed the association, and you are now proceeding to ascertain whether this defendant, as the treasurer, owed the association anything. There is no dispute about the correctness of his accounts, with the exception of this one item of five hundred and eighty-two dollars. Now, you will recollect the circumstances under which this arose. In stating the evidence on that point, I think I state what is undisputed by both parties. In August and September, 1878, John H. Goldbeck and George Berger, two stockholders in this building association, were indebted to the association, Mr. Goldbeck in the sum of $250, and Mr. Berger in the sum of $332, making the sum of $582. Now, this money, due in August and September, 1878, was not paid to the treasurer of this association, but as an act of friendship was paid by the defendant, the treasurer of the association, on their account; that is to say, Goldbeck, the defendant, did not actually receive the money, but he put it into his account-accounted for it, and when he came to the annual meeting entered it upon his book as if it had been paid, and when the stockholders' meeting in 1878 was held the amount was divided up and used in making up the estimate of the value of stock at that time; in short, I kind in them to hold him liable for this money; they thought that he ought not to be charged with this loss by reason of his having done a friendly act. Therefore, in the month of December, 1878, they passed a resolution refunding this money to him, or at least directing orders should be drawn which should be a credit in his hands; so that when they finally came to settle his accounts, and he should pay over the balance to his successor, it should be a credit. Now, these orders were not, in fact, signed by the president, as by the constitution and by-laws they should have been, but nevertheless, they are sufficient so far as the authority of the board of directors goes, because they were drawn in accordance with the resolution of the board of directors. After the meeting in 1879 the committee passed the account, and it was printed and laid upon the table for the members to see, as you have heard, at that meeting. After that meeting the new treasurer, who had been elected in 1879, came with his committee, examined the books of Goldbeck, the treasurer, ascertained the balance, which was a very small one-of some twelve dollars or more—and it was paid over by the defendant, and a receipt taken. Now, so far, gentlemen, as I have recalled the circumstances of this case, there is no dispute upon either side, I believe. If this were between the ordinary debtor and creditor that would be an end of the case, because it would be a settlement with a knowledge of what were the rights of the parties, and it would be final, conclusive and binding upon both parties. But in this case the board of directors who passed this resolution were not the owners of the money; they were merely trustees, they were agents, with the right to administer the affairs of the association according to law, but with no right at all to give away the money, or pay back money which had once been re ceived into the treasury of the association. So far, therefore, as the authority of the board of directors to pass this resolution is concerned, it was not a sufficient discharge, nor were the orders drawn in pursuance of the order of the board of directors a sufficient discharge to the defendant. But the stockholders of the association are the real owners of the money, and they might do as they pleased with their own money. If they chose to do so, they could acquiesce or ratify the giving back of the money to the treasurer which he had paid on what turned out afterwards to be an unfortunate mistake, they had a right to do so. Therefore the only disputed point in this case, and one on which the case will turn, is whether or not the stockholders in the meeting referred to adopted this report or ratified the action of the board of directors in giving Goldbeck a credit for these $582. That, I state, is the only question really for your determination in the case. Now, unfortunately, on that question the evidence is very conflicting. You have heard upon the part of the defendant the testimony of several persons-himself and Mr. Seckinger, and others, as to this report which you have heard so much about. There is no doubt, as it is admitted by all parties, that this report was printed, and a large number of copies were laid upon the table, and that most of the stockholders saw it and read it. Nearly every witness who was here said that he read it, and copy of it was taken home by him that night. In addition to that Mr. Muench, the secretary, says be read it publicly to the meeting, and that a motion was made that it be approved, and that motion was put and carried. Mr. Houseman, who acted as assistant secretary on that occasion, was also very positive that the secretary read it to those that were there, and he thinks that a motion was made and carried, that the report be adopted. But as to that, however, he is not so positive. Now, gentlemen, if that was so; if the stockholders at that meeting, on a motion that the report which had been read be adopted or approved, passed such a motion, that would be a ratification by the stockholders, and no subsequent action could take away the rights of the defendant; but on the other hand, you have the evidence of quite a number of witnesses, Mr. Rumberger, Mr. Kunz, Mr. Roller, Mr. Dessian, Mr. Steickes, Mr. Buchman and Mr. Kraft, that they were in attendance there; some of them during the whole evening, some of them during different parts of the evening, and that they did not hear this report publicly read, and that they did not hear any motion made. Then counsel have called your attention to a difference very familiar to those concerned in the administration of justice, between what is called positive and negative testimony. It is very easy to see, as a matter of common sense, that as a rule, where witnesses are clear, honest, intelligent, conscientious-where one.man says he saw or heard a thing, that his testimony is of more weight than the testimony of four or five that did not see or hear it. They may have been paying attention to something else, and the thing may have happened without their notice. But the plaintiffs have further the testimony of another party; that is, of Mr. Schmidt, the president, which is in the category of positive testimony. Mr. Schmidt tells you he was the president; that he was at that meeting; that he took the chair before the business commenced, and did not get out of the chair before the end of the meeting. It was his duty, if any motion was made to adopt the report, to put it to the meeting, and he says no such motion was made, and no such motion was put by him. Then there is in addition to that fact that the minutes made up by the secretary, Muench, do not contain any mention of this motion. [Now I am not prepared to say to you, as the counsel has argued for the plaintiffs, that the minutes are exclusive evidence of what took place. Mr. Muench, you will recollect, the secretary, says that he wrote the minutes out himself and that this action did take place, although it slipped his mind, and although for some reason he could not now explain, he failed to put it in the minutes. If that is so, then of course you must treat it as having taken place, although it does not appear in the minutes.] The presumption, however, is that the minutes are correct. They were read and approved without objection at the following meeting of the board of directors. The presumption is that the minutes contain everything that was done. Now, gentlemen, the only question for you in reference to the plaintiffs' right to recover this sum of money is, whether or not this report was ratified or adopted at that meeting. As I have said, unfortunately, the testimony is extremely conflicting. It will be for you to say which is the most accurate account of what took place. If you find that this report was approved or adopted at that meeting then there is no dispute, that in accordance with that report the defendant afterwards settled his account and paid over his balance to the new treasurer. If that is so, then he is discharged and owes the association nothing. If, however, the stockholders did not approve of it, then there is not sufficient authority for his retaining that credit, and he still owes the association $582, which ought to be paid with interest from the time it was due. The verdict and judgment were for the defendants below. For plaintiff in error, A. L. Hennershotz, Esq. PER CURIAM. Filed January 15, 1883. It is not essentially necessary that the consent of the stockholders should have been recorded on the minutes of the association. Their assent and ratification may be proved by parol. The proof was not in conflict with any recorded action, but to supply that which was omitted. The action of the directors seems to be within a reasonable exercise of their power. Judgment affirmed. Court of Common Pleas, No. 2. tofore set apart for the payment of the same, then the said bailor shall be at liberty at any time afterwards, to repossess itself of the said machine without any notice or proceeding at law, and the said bailee agrees, peaceably and promptly, to deliver up the same to the bailor, its successors or assigns, without any let or hindrance. And it is agreed that all the money paid to the said bailor, for the use and hire of the machine, shall be re tained by it. It is also hereby agreed that until the giving of a bill of sale, and the payment of the sum of money hereinafter provided for, the right of property in the said sewing machine shall be and remain in the said bailor, its successors and assigns, and the said bailee covenants not to injure said machine, or remove it from the above mentioned residence, nor in any way part with its custody and possession, without the written consent of the bailor, its successors and assigns. It is also hereby agreed that in the event of any legal proceedings being instituted for the recovery of the monthly payments or hire, or any portion thereof, the said bailee doth hereby waive the benefit of any exemption law exempting any property whatsoever from levy and sale under execution. And the said bailee agrees upon the faithful performance of all and singular the covenants and conditions of this agreement by the said bailee, and upon payment of the sum of fifty dollars to it, the said bailor, to execute and deliver a bill of sale for said ma THE HOWE MACHINE COMPANY v. NANCY chine, and to transfer and set over the ownership of it to HIXENBAUGH et al. the said bailee and her assigns. And it is hereby declared and understood, that no agreement, written or verbal, exists or has been made In witness whereof, the said parties have hereunto set their hands and seals, the day and year aforesaid. [Signed] THE HOWE MACHINE Co. CHAS. C. EMMONS, Manager. [SEAL.] NANCY HIXENBAUGH, A married woman, by virtue of the Act of 29th Feb-modifying or altering the above in any particular. ruary, 1872, has power to make a contract for the conditional purchase of a sewing machine, and therein to waive the benefit of the exemption law. Question of law on award of arbitrators. This was an action of covenant brought by the Howe Machine Company against Nancy Hixenbaugh and Isaac Hixenbaugh, her husband, for a number of the monthly installments due and payable under the provisions of the following contract: READ THIS BEFORE SIGNING IT. Witness: Per DARTER. [SEAL] [Signed] H. BERGHEIMER. The case was referred, under special agreement, to referees without appeal, but with a provision that the award should be subject to exceptions for error in law. It was not controverted on the trial that the contract was duly No agent is authorized to make any contract other than executed by Nancy Hixenbaugh. The referees that printed or written in this lease. Memorandum of Agreement, Made this 4th day of May, 1880, between the Howe Machine Company (hereinafter styled the bailor), of Bridgeport, Connecticut, a corporation duly created and existing by and under the law of the State of Connecticut, doing business in the city of Pittsburgh, Pennsylvania, by and through Charles C. Emmons, its authorized agent, of the one part, and Mrs. Nancy Jane Hixenbaugh, residing at Allentown, Thirty-first ward (hereinafter styled the bailee), of the other part. Witnesseth, That the said bailor does hereby deliver unto the said bailee, on hire, and on the terms and conditions hereinafter mentioned, one Howe Sewing Ma chine, style, D. L. D. B., No. 1,124,724, valued at fifty dollars, for the use and hire of which the said bailee hereby agrees to pay to the said bailor, at its office in the city of Pittsburgh, or to its authorized agent, the sum of (one) ten ($10) dollars on the execution of this agreement, and three dollars on the fourth day of every month hereafter, until the sum of fifty dollars shall have been paid to the said bailor, its successors or assigns, for the use and hire of the said machine. And in case default be made in the payment of any monthly sum, as above provided for, on the day and at the place herein found in favor of the plaintiff and against Nancy Hixenbaugh for the amount claimed. They further ruled that Isaac Hixenbaugh was not liable; and that the amount of the award should be collected only from the property of the said Nancy Hixenbaugh; “and that the latter is not entitled to the benefit of the three hundred dollar exemption act, she having expressly waived same, as appears by said agreement." Nancy Hixenbaugh filed an exception to the award "in so far as said award finds that she, the defendant, is not entitled to the benefit of the three hundred dollar exemption act." The case came before the court on the above exception. For plaintiff, S. W. Cunningham, Esq. |