powers as are reasonably necessary to accomplish the purpose of its creation. It may exercise such powers as are usually incidental in practice to the prosecution of the business, but no more. (Northside Ry. Co. v. Worthington, 778.)

7. CORPORATIONS-IMPLIED POWERS.-A company may foster its legitimate business, whatever it is, by all the usual means, but it can go no further. If the means are such as are usually resorted to, and a direct method of accomplishing the purpose of the incorporation, they are within its powers; but if they are unusual, and tend in an indirect manner only to promote its interests, they are ultra vires. (Northside Ry. Co. v. Worthington, 778.)

8. CORPORATIONS-ULTRA VIRES CONTRACT-LIABILITY A company organized to purchase and subdivide lands and to sell them in lots is not liable upon its joint obligation with a street-car company for the cost of street-cars furnished the railway company as the charter purposes of the two companies are different, and neither can aid the interests of the other. (Northside Ry. Co. v. Worthington, 778.)

9. CORPORATIONS-BECOMING SURETY FOR EACH OTHER.-If two business corporations have different charter purposes, and have, therefore, no lawful right to aid or assist each other in business, one cannot, in the absence of statutory authority, become surety for the other. Hence, one of the corporations is not liable upon its indorsement of a promissory note given by the other corporation for machinery furnished to the latter for its own use. (Northside Ry. Co. v. Worthington, 778.)

10. CORPORATIONS-AIDING, AND BECOMING SURETY FOR, EACH OTHER-LIABILITY ON BONDS-ULTRA VIRES.If two business corporations, such as a street railway company, and a company organized to purchase and subdivide lands and to sell them in lots, borrow a sum of money, to be divided between them, and bind themselves jointly and severally for the payment thereof by the issuance of bonds which are sold below par, the bonds are not necessarily ultra vires and void as a whole because of the fact that neither corporation can lawfully divert its capital or extend its credit in aid of the other, where there is no fraud in the transaction and a fair equivalent is given for the obligations; but each company is liable for such proportion of the bonded indebtedness as the amount actually received by it bears to the amount paid for the bonds; and is not liable for more than its proportionate amount of the debt incurred. (Northside Ry. Co. v. Worthington, 778.)

11. CORPORATIONS-AIDING EACH OTHER-IMPLIED POWERS. The law does not recognize a street railway company as a usual means of carrying out the purpose of a corporation organized to purchase and subdivide lands and to sell them in lots; neither can the latter corporation, without statutory authority, embark its capltal in a street railway enterprise. Neither corporation has lawful power to aid the other, though it might be mutually beneficial, as the furtherance of the interests of one is not necessary to the business of the other; but each should confine itself to its proper business, and not divert its capital or extend its credit to the assistance of the other. (Northside Ry. Co. v. Worthington, 778.)

12. CORPORATIONS.-THE CORPORATE SEAL is not essential to the validity of an instrument authorizing the confession of judg ment against a corporation. The corporation may act without a seal very much as individuals may, except when otherwise provided by statute or their articles of incorporation. (Ford v. Hill, 902.)

13. THE INSOLVENCY OF A CORPORATION DOES NOT CONVERT ITS PROPERTY INTO A TRUST FUND for the benefit of its creditors, so as to prevent it from confessing a judgment, and AM ST. REP., VOL. LIII.- 62

thereby giving a preference to one of such creditors. (Ford v. Hill, 902.)

14. CORPORATIONS-POWER OF OFFICERS.-The president of a corporation, being its chief officer, is presumably authorized to carry out its lawful contracts. (Board of Trade v. Nelson, 312.)

15. CORPORATIONS, IMPLIED AUTHORITY OF MANAGING OFFICERS.-If a corporation allows its managing officer to so conduct himself in his dealings and transactions on its part as to lead the public or those dealing with him to reasonably believe he possessed certain powers, the corporation will not be allowed to question such apparent authority against one relying in good faith on the same. (Ford v. Hill, 902.)

16. CORPORATIONS-NEGOTIABLE INSTRUMENTS-WORD "PRESIDENT" AS DESCRIPTIO PERSONAE.-If a note of a corporation is made payable to the order of "Adolph Pike, President," and is so indorsed, the word "president," in each instance, is mere descriptio personae. The note is, therefore, not payable to the order of the corporation, but to the president individually, and the indorsement is his individual indorsement. (Hately v. Pike, 304.)

17. CORPORATIONS-PRESUMPTION OF AUTHORITY TO TRANSFER NOTE OF.-The possession by a third person of a negotiable note payable to a corporation, and bearing what purports to be its indorsement by its general manager, raises a presumption that he was authorized to so indorse it, and that the holder is the owner thereof. (Citizen's Nat. Bank v. Wintler, 890.)

18. CORPORATION.-THE AUTHORITY OF THE PRESIDENT of a corporation to do the act in question need not appear by the record or by any formal vote or resolution, but may be implied from acquiescence and from the nature and course of business transacted by the corporation, as where the doing of the act was known to the directors, and no objection was made to it at any time, and the president had been in the habit of exercising extraordinary powers. (Ford v. Hill, 902.)

19. CORPORATION.-THE AUTHORITY OF THE PRESIDENT OF A CORPORATION TO, EXECUTE A WARRANT OF ATTOR NEY to confess a judgment against it may be inferred from the fact that such execution was known to the directors, who did not object thereto, and from the fact that the president was in the habit of practically exercising the whole power of the corporation, with the knowledge and concurrence of the directors and persons directly Interested, whose duties required them to object if he was exceeding his authority. (Ford v. Hill, 902.)

20. CORPORATIONS.-DOMICILE OF A CORPORATION belongs exclusively to the state or sovereignty under whose laws it is created. It exists only in contemplation of law, and by force of the law, and where that law ceases to operate and is no longer obligatory, the corporation can have no legal existence. (Duke v. Taylor, 232.)

21. CORPORATIONS-DOMICILE-POWER TO CONTRACT.Although the domicile of a corporation is exclusively in the state creating it, this fact creates no insuperable objection to its power of contracting in another state. (Duke v. Taylor, 232.)

22. CORPORATIONS-POWER TO DO BUSINESS IN SISTER STATES.-A corporation legally created and organized under the laws of one state for the transaction of business there, may, by comity between the states, transact business in another state not in contravention of the laws or public policy of the latter. (Duke v. Taylor, 232.)

23. CORPORATIONS-MEETINGS.-A corporation created under

the laws of one state, cannot hold corporate meetings in another for
the purpose of organizing the corporation, electing its officers, or per-
forming any strictly corporate functions. (Duke v. Taylor, 232.)

24. CORPORATIONS-PROOF OF CREATION.-Courts cannot
take judicial knowledge of the laws of another state under which a
corporation is claimed to have been created. Proof of such laws
must be made in order that the court may see the legal warrant for
the creation of the corporation. (Duke v. Taylor, 232.)

25. CORPORATIONS-ILLEGAL CREATION-LIABILITY OF
STOCKHOLDERS AS PARTNERS.-A corporation creditor seeking
to enforce the payment of his debt may ignore the existence of the
corporation, and proceed against the supposed stockholders as part-
ners, by proving that the prescribed method of becoming incorpo-
rated has not been complied with. (Duke v. Taylor, 232.)

26. CORPORATIONS-ESTOPPEL TO DENY EXISTENCE OF.
One must contract or deal with a company as a corporation before he
can be estopped from denying its corporate existence.
Taylor, 232.)

(Duke v.

27. CORPORATIONS-PRESUMPTION AS TO EXISTENCE.-
The fact that a note indorsed to its holder before maturity is exe-
cuted by persons as president and secretary of a company, does not
create a presumption that it is a legally created corporation. (Duke
▼. Taylor, 232.)

28. CORPORATIONS DE FACTO exist when there is a law au-
thorizing such corporation, and when the company has made an ef-
fort, though irregular and imperfect, to organize under the law, and
is transacting business in a corporate name. The stockholders in
such a corporation cannot be held liable as partners, but an asso-
ciation of persons cannot exist as a corporation de facto unless they
can legally become a corporation de jure. (Duke v. Taylor, 232.)
See Evidence, 15, 16; Negligence, 8.

CORPUS DELICTI.

See Criminal Law, 3; Evidence, 6; Homicide, 2.

COSTS.

COSTS, LIMITING AMOUNT OF.-If a court of equity deter-
mines that a plaintiff is entitled to costs, it cannot limit the amount
thereof. The law determines that question. (Hayes v. Douglass
County, 926.)

See Statutes, 21-23.

COTENANCY.

1. COTENANTS, RIGHT OF TO SHARE IN PURCHASE OF
ADVERSE TITLE. - If one cotenant purchases an adverse title
without informing the others of the purchase, and in the conveyance
which he takes has the consideration falsely stated, they cannot be
regarded as in default in not offering to pay their proportion of
the expense of the purchase, and he cannot rely upon mere lapse of
time to defeat their right to share in the purchase. (Pillow v. South-
western etc. Imp. Co., 804.)

2. ADVERSE POSSESSION BY ONE COTENANT is not suffi
cient to create a title by prescription against the others, unless there
is a clear, positive, and continued disclaimer of title, and the as-
sertion of an adverse right brought home to the knowledge of the
others, although great lapse of time with other circumstances may
warrant the presumption of a disseisin or ouster by one cotenant
or other joint owner. (Pillow v. Southwestern etc. Imp. Co., 804.)

3. COTENANCY-ADVERSE POSSESSION.-As between co-
parceners and others claiming in privity, the entry and possession of
one is always to be presumed to be in maintenance of the right of
all; and this presumption must prevail in favor of all, unless some
notorious act of ouster or adverse possession is brought home to the
knowledge of the others, or it is clearly shown that he has become
the owner by purchase. (Pillow v. Southwestern etc. Imp. Co., 804.)
4. COPARCENERS, ESTOPPEL TO ASSERT ADVERSE TI-
TLE.-Where the rights of an ancestor in possession of land de-
scend to his heirs, each of them is estopped, whether his title was
good or bad, from acquiring and asserting any adverse title to the
property, and, if either acquires any paramount title, he holds it for
the benefit of all. (Pillow v. Southwestern etc. Imp. Co., 804.)

COUNTIES.

See Attachment, 11-13; Statutes, 16.

COURTS.
See Contempt.

COVENANTS.

CONVEYANCES-COVENANTS FOR QUIET ENJOYMENT.-

In actions on covenants for quiet enjoyment the breach must be set
forth particularly, and it is not sufficient to negative the words of the
undertaking or to merely aver that the defendant has failed to com-
ply with the undertaking. (Chestnut v. Tyson, 101.)

See Landlord and Tenant, 1-6, 9.

CREDITORS' SUITS.

CREDITOR'S SUIT-ONE SUIT AS A BAR TO ANOTHER.—
A pending creditor's bill, filed by the complainant for himself, and
all other creditors who may join therein, is no bar to another bill,
filed afterward, but before a decree has been rendered in the cause,
by another creditor of the same debtor, who did not make himself
a party to the first bill; and a plea setting up the pendency of the
first bill as a bar to the second is bad. (Hall v. Alabama Terminal
etc. Co., 87.)

CRIME AGAINST NATURE.

CRIME AGAINST NATURE-ATTEMPT-INDICTMENT.—An
indictment charging that the defendant, "against the order of nature,
attempted to carnally know a certain beast, to wit, a cow," is suffi-
cient, without stating any particular act constituting the attempt.
(Bradford v. State, 24.)

CRIMINAL LAW.

1. CRIMINAL LAW-ABSENCE OF ACCUSED-MISTRIAL.-
If a defendant absconds before verdict returned in a trial for felony
no legal verdict can be received or rendered during his absence, and
a judgment entered subsequently upon a verdict so received, is null
and void, and renders the whole proceeding a mistrial. (Summer-
alls v. State, 247.)

2. CRIMINAL LAW-ABSENCE OF ACCUSED-PRACTICE.-
If a defendant on trial for a crime absconds before a verdict is ren-
dered, the proper practice is for the court to declare a mistrial and
discharge the jury without any verdict, after becoming satisfied that
the defendant cannot be produced in court within a reasonable time.
(Summeralls v. State, 247.)

3. CORPUS DELICTI-PROOF OF.-The corpus delicti cannot
be established by the confession of defendant alone, but, taken in

connection with evidence of his flight and other facts connecting him
with the crime, the proof may be sufficient. (Dunn v. State, 714.)
See Adultery; Arrest; Assault; Forgery; Instructions, 6-8; Larceny;
Slander, 6-11; Trial.

CROPS.

See Landlord and Tenant, 8; Mortgages, 1-3.

CUSTOM.

EVIDENCE-CUSTOM-NEGLIGENCE.-Evidence of a cus-

tom on the part of a truckman to pass through a store to get his re-
ceipts for goods delivered at the back door of such store is compe-
tent to go to the jury to aid in determining whether the truckman,
in obtaining his receipts, was a trespasser or a licensee. (Pelton v.
Schmidt, 462.)

See Carriers, 7, 8; Witnesses, 2.

DAMAGES.

1. DAMAGES FOR BREACH OF CONTRACT.-The rule that
one damaged by a breach of contract must do all that reasonably lies
within his power to protect himself from loss, by seeking another
contract of like character, the profits of which are to be applied in
mitigation of such damages, has especial reference to contracts for
personal services, or for the use of some special instrumentality,
either with or without connection with such personal services, but
does not apply to a contract to deliver certain logs at a designated
place, which might have been performed by the parties with their
own teams and personal labor, or by any other means or agency to
which they might have resorted, and there is nothing to show that
the execution of the contract required all or any great portion of the
time or personal attention of the parties, to the exclusion of their
engagement in other business and the performance of other con-
tracts at the same time. (Sullivan v. McMillan, 239.)

2. DAMAGES FOR BREACH OF CONTRACT.-The rule that one
who is injured by breach of contract must do all that is reasonably
within his power to me gate the damages caused thereby, does not
prevail to the extent that one who has been injured by a violation
of an agreement to do a specific act, not necessarily involving per-
sonal services, must seek and perform other contracts for the bene
fit of one who, by breaking faith with him, has caused the injury.
(Sullivan v. McMillan, 239.)

3. DAMAGES.-PROFITS which the purchaser of a chattel ex-
pects to make by its use are not recoverable in an action for dam-
ages against the seller for its nondelivery according to the terms of
sale, or for its want of capacity to fulfill the uses or purposes for
which it was intended. Such profits are too remote and speculative.
(Moulthrop v. Hyett, 139.)

4. DAMAGES.-LOSS OF PROFITS cannot be made the meas-
ure of damages for breach of contract, when the profits are specu-
lative, conjectural, dependent on chances, or have no reference to
the nature of the contract and the breach; nor when the damages
largely exceed the contract price, unless such a result was within the
contemplation of the parties. (Moulthrop v. Hyett, 139.)

5. DAMAGES-LOSS OF PROFITS AS.-It is only when the loss
is indisputable and the amount can be estimated with almost absolute
certainty, that loss of profits forms the proper measure of dam-
ages. (Mouthrop v. Hyett, 139.)

6. DAMAGES-LOSS OF PROFITS-BREACH OF WARRAN-
TY. In an action to recover the purchase price of machinery, the pu