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3. CONTRACTS.-Time is of the Essence of a Contract when one party agrees to pay money to the other in consideration of the doing of an act by such other within the time specified. (Tex.) Garrison v. Cooke, 906.

4. CONTRACTS, Time, When of the Essence of.-If one party agrees to pay to the other a sum specified consideration that such other will construct, equip, and operate a line of railroad and run trains between designated points on or before a day named, time is of the essence of the contract, and there can be no recovery thereon if the acts required do not take place at or before such date. (Tex.) Garrison v. Cooke, 906.

5. CONTRACTS not to Engage in Business-When construed to be Joint and Several. “A contract by two parties signed in their individual names, agreeing not to enter into or conduet a milling business within designated territory without the permission of J. H. or his assigns, binds each of such parties not to engage in such business, and is violated when one of them so engages, and both thereupon become liable for the resulting damages. (Tex.) Raymond v. Yarrington, 914,

6. CONTRACTS--Acceptance by Mail--Right to Withdraw.. Where a proposal has not been made by mail, its acceptance, though mailed by the proposer, remains within the control of the acceptor until delivery, and he may, by preventing the delivery of the letter, avoid the consummation of the contracto (Tex.) Scottish-American Mortgage Co. etc. v. Davis, 932.

7. CONTRACT to Furnish Evidence- When Valid.--If one has collected evidence under a contract of employment which does not render his compensation contingent upon the character of the evi: dence procured nor upon the result of any action in which it may be used, a subsequent contract by him to furnish that evidence to the plaintiff in an action in consideration of a specified interest in the amount recovered, is not void as against public policy. (Colo.) Wood v. Casserleigh, 138.

8. CONTRACT to Furnish Evidence-Ownership of the Evidence, If one is employed to collect evidence, and after the death of his employer contracts in his own name to furnish to another party the evidence obtained, the latter cannot, in a suit against him to enforce the contract, raise the question of ownership of the evidence. (Colo.) Wood v. Casserleigh, 138.

9. CONTRACT to Furnish Evidence-When not Unconscionable.--A contract with the plaintiff in an action to furnish evidence and provide for the prosecution of the cause, for an interest in the judg: ment recovered, is not unenforceable in equity on the ground that it yields a return disproportionate to the expenditures in time and money, when there has been no mistake or unfairness, and the party against which it is sought to be enforced bas received and enjoyed tho benefits. (Colo.) Wood v. Casserleigh, 138.

10. CONTRACT—When not Opposed to Public Policy. Before a contract can be declared illegal because against public policy, it must clearly appear to be obnoxious to the pure administration of justice, or manifestly injurious to the interests of the public. (Colo.) Wood v. Casserleigh, 138.

11. UNLAWFUL CONTRACTS-Relief-Courts do not lend their aid in the enforcement of rights growing out of a contract expressly forbidden by statute, but leave tře parties to the unlawful contract where they find them. (8. C.) White v Commercial etc. Bank,

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12. JURISDICTION, Contract Limiting, When not Against Public Policy.--A stipulation in a contract executed in a foreign country by a citizen and resident thereof on the one part and persons who declare a special residence in the same country, reserving exclusive jurisdiction in its courts of all questions arising under such contract, if legal and binding where it is entered into, is not objectionable in this country on the ground of public policy, and our courts will not refuse to give it effect. (Mass.) Mittenthal v. Mascagni, 404.

13. JURISDICTION, Contract Limiting to the Courts of a Foreign Country. A contract made in Italy between a musical composer, who is a citizen and resident thereof, on the one part, and a firm who declare a special residence in Florence on the other part, for a tour by the former through the United States, and which stipulates that all controversies arising under the contract shall be determined only by the courts of Florence, is not so improvident or unreasonable that it will not be enforced in the courts of this country by their declining to exercise jurisdiction over actions brought therein contrary to the terms of such stipulation. (Mass.) Mittenthal v. Mascagni, 404.

14. JURISDICTION, Limiting Place of by Contract.--A contract made in a foreign country between a citizen thereof on one part and persons on the other part who, by the terms of the contract, declare a special residence in the same country, which provided that the contract in its form and substance is regulated by the laws of that country, and that any differences which may arise between the parties will be acted upon by the civil courts of that country, except that actions for compensation for services to be rendered under the contract may be brought in the state of New York, has the effect of giving the courts of the foreign country exclusive jurisdiction of all matters arising under the contract other than such actions for compensation. (Mass.) Mittenthal v. Mascagni, 404.

15. CONTRACT Opposed to Public Policy.-The Power of Courts to declare a contract void for being in contravention of public policy is very delicate and undefined, and should be exercised only in cases free from doubt. (Ga.) Equitable Loan etc. Co. y. Waring, 177.

16. CONTRACT—Supervision by Courts.-Courts should be extremely cautious in supervising private contracts, when the law. making power has not declared them unlawful. (Ga.) Equitable Loan etc. Co, v. Waring, 177.

17. CONTRACT-Whether Fraudulent Because Impossible. It is only in an extreme case that a court should hold a contract of such a character that its performance is impossible or improbable, and therefore that those who entered into it must have done so with a fraudulent intent. (Ga.) Equitable Loan etc. Co. v. Waring, 177.

18. CONTRACT—Construction in favor of Legality. It is not presumed that people intend to violate the law, and the language of their undertakings must be construed, if possible, so as to make the obligation one which the law recognizes as valid. (Ga.) Equitable Loan etc. Co. v. Waring, 177.

19. CONTRACT-Construction by Party in favor of Legality.-A construction in favor of the legalit: of a contract may be strengthened by the fact that one of the parties thereto has always placed that construction upon it. (Ga.) Equitable Loan etc. Co. v. Waring, 177.

20. CONFLICT OF LAWS.The place where a contract is deliyered or first becomes a biuding obligation, is deemed the place ať the contract for the purpose of designating what law governs. (ala.) United States Savings etc. Co. v. Beckley, 19.

21. CONFLICT OF LAWS-Place of Contract. The Construction and Legal Effect of a contract are governed by the lex loci contractus, unless there is something indicating a different intention of the parties. (Mass.) Mittenthal v. Mascagni, 404.

22. CONTRACT–By What Law Controlled.-The law of the place where a contract is consummated by delivery or otherwise governs the construction of a contract made in one state to be performed in another, and not the place where it was signed. (Tenn.) First Nate Bank of Geneva v. Shaw, 840.

23. CONTRACTS_Place of Execution.--A note signed in Tennessee and forwarded to the payee in Ohio, and by its terms payable in that state, is an Ohio contract. (Tenn.) First Nat. Bank of Geneva v. Shaw, 840.

24. CONTRACT-Liability of Third Person for Causing Breach of. Where one knowingly induces another to break his contract with a third person, such third person has a right of action against the one so causing such breach for the damages resulting therefrom. (Tex.) Raymond v. Yarrington, 914.

25. DAMAGES for Violating a Contract Vagueness of Evidence. -When does not Preclude a Recovery.--Where a contract not to en. gage in a specified business has been violated, he who is damaged thereby is not precluded from recovering by the fact that his evidence does not show to what extent his business was diminished by the violation of the contract not to compete with him. To require accuracy in such a case would be to deny a remedy for the wrong. (Tex.) Raymond v. Yarrington, 914.

26. DAMAGES Allowable for the Breach of a Contract must not go beyond fair compensation for the total logs, sustained and must be such as are the reasonable and probable consequences of the act complained of. (W. Va.) Hurxthal v. Boom Co., 954.

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Note.
Contracts, action against third persons for causing breaking of, 935.

breach of, combinations to cause are actionable, 925.
breach of cropper's, liability of third person for causing, 925.
breach of employé's, liability of third person for causing, 923.
breach of tenant's, liability of third person for causing, 925.
breach of, liability for causing though the contract is within the

statute of frauds, 926.
breach of, liability for inducing, cases denying, 927.
breach of, liability of third persons for causing, 923-927.
breach of, person induced to commit may recover of the person

inducing him, 926.
breach of, proof of damages in actions against persons inducing,

926.
liability for inducing breach of, malice essential to, 924,
maliciously causing a person to break, 924.
persuading one to commit a breach of, 924.
violation of, maliciously inducing, liability for, 924.

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CONVERSION.
Soe Trover and Conversion.

CONVEYANCES.

Seo Deeds.
Note.
Conveyance. See Married Woman.

COPYRIGHT.

See Property.
Note.
Coram Nobis. See Writs of Error Coram Nobis.
Coram Vobis. See Writs of Error Coram Vobis.

CORPORATIONS. 1. CORPORATIONS.—If any Statement in the Literature of a corporation is at variance with the contract which it finally makes with the holder of its certificates, what is stated in the certificate must control until the contract is reformed or rescinded. (Ga.) Equitable Loan etc. Co. v. Waring, 177.

2. CORPORATION-Collateral Attack on Charter.-If it appears from the articles of a corporation that it is duly organized and exist. ing under the laws of the state, its charter cannot be attacked in a collateral proceeding. (Colo.) Union Pacific R. R. Co. v. Colorado Postal Telegraph Cable Co., 106.

3. CONSTITUTIONAL LAW Amendment of Charters of Banking Corporations.—Under a constitution declaring that corporations may be created under general laws, but that all such laws may be amended or repealed, the pre-existing law relating to banking corporations may be amended so as to provide the time within which subscriptions to their corporate stock must be paid. (Kan.) West v. Topeka Savings Bank, 385.

4. CORPORATIONS Contracts Ultra Vires.—The general rule is, that if a corporation has entered into a contract not immoral in itself and not forbidden by any statute, and it has been in good faith performed by the other party, the corporation cannot be heard on a piea of ultra vires. (S. C.) White v. Commercial etc. Bank, 803.

5. CORPORATIONS-Contract Ultra Vires.--If a corporation, in violation of its charter, purchases stock in a bank, it is not liable to the creditors of the bank upon the insolvency of the latter, for bank stock subscribed and paid for and on which it has collected dividends. (S. C.) White v. Commercial etc. Bank, 803.

6. CORPORATIONS.—Contracts Ultra Vires cannot be made the foundation for the liability of a corporation, por can a corporation be made liable on a contract which the law prohibits it from entering into. (S. C.) White v. Commercial etc. Bank, 803.

7. CORPORATIONS_Right of Stockholder to Maintain Suit. Before a minority stockholder in a corporation can maintain suit in his own name to redress supposed corporate wrongs, he must allege that he has made demand upon the managing officers or governing board of the corporation to correct the wrongs complained of, by legal proceedings or otherwise, and that, meeting with failure or refusal, he has sought redress through the stockholders as a body, or he must allege facts showing that such demand would have been useless. (Ala.) Johns v. McLester, 27.

18. 1 scriptio

17.

18. porate

8. CORPORATIONS–Stock When Paid up.—If incorporators pass no judgment upon the value of assets turned in as capital stock instead of money, such stock must be considered as paid up, only to the amount of the value of such assets when ascertained. (Mich.) McBryan v. Universal Elevator Co., 453.

9. CORPORATIONS-Liability of stockholders.--Original stock. holders, who make false statements as to the amount of capital stock actually paid into the corporation, cannot escape liability to its creditors who became such after a transfer of such stock. (Mich.) McBryan v. Universal Elevator Co., 453.

10. CORPORATIONS_Liability of Stockholders-Sale of Stock. Stockholders in a bank who in good faith transfer their stock to the cashier of the bank while it is solvent, with instructions to transfer it on the books of the bank, which is not done, are, in the event of the insolvency of the bank, liable to its creditors for the amount of the stock originally held by them. (S. C.) White v. Commercial etc. Bank, 803.

11. CORPORATIONS-Transfer of Stock-Power in Blank.--A certificate of stock in a corporation with a power of attorney to transfer, duly executed but in blank as to the date and name of the transferee, is in the position of merchandise prepared for market. The presumable intent of executing such power, is to put the holder in position to complete a sale by delivery of the certificate and transfer of the stock. Such transfer carries, prima facie, a good title. (Pa. St.) Shattuck v. Adrerican Cement Co., 735.

12. CORPORATIONS—Transfers of Stock-Blank Power.--The business of a stock broker is to buy and sell corporate stock, and when a certificate of stock and power in blank to transfer are put into a broker's hands, the situation is exactly analogous to that of any merchandise prepared for market, and his transfer thereof vests, prima facie, a good title in the transferee. (Pa. St.) Shattuck v. American Cement Co., 735.

13. CORPORATIONS-Transfers of Stock-Good Faith Purchasers.--The rights of a bona fide holder of stock in a corporation, as against the true owner thereof, to whom the apparent owner has either sold or pledged such stock, do not depend on the negotiable character of the certificates of stock, but, on the principle that one who has conferred upon another by written transfer all the indicia of ownership, is estopped to assert title, as against a third person, who has in good faith purchased the property for value from the apparent owner. (Pa. St.) Shattuck v. American Cement Co., 735.

14. CORPORATIONS-Transfer of Stock in Blank-Bona Fide Holders. If the owner of corporate stock voluntarily 'gives certificates thereof with blank assignment and power to transfer to bis broker, who betrays the confidence reposed in him, such owner must suffer the loss rather than an innocent stranger whose money the broker is thereby enabled to obtain. This rule applies to pledges of stock, and one who purchases from the pledgee may hold against the pledgor, and if the pledgee pledges it to secure payment of his own debt, the second pledgee may hold it as security until his debt is paid. (Pa. St.) Shattuck v. American Cement Co., 735.

15. CORPORATIONS–Stock-Blank Power to Transfer--Holder for Value.—A certificate of corporate stock accompanied by an it revocable power of attorney to transfer, either filled up or in blank, is, in the hands of a third person, presumptive evidence of owners ship in the holder, and if the person in whose hands the certificate

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