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 Nat. 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 engage 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 loss sustained and must be such as are the reasonable and probable consequences of the act complained of. (W. Va.) Hurxthal v. Boom Co., 954.

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.

CONVERSION.

See Trover and Conversion.

Note.

CONVEYANCES.

See Deeds.

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. Equitable Loan etc. Co. v. Waring, 177.

(Ga.)

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 plea 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, nor 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.

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 stockholders, 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 Elevater 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. American 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 his 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 irrevocable power of attorney to transfer, either filled up or in blank, is, in the hands of a third person, presumptive evidence of ownership in the holder, and if the person in whose hands the certificate

is found is a holder for value, without notice of any intervening
equity, his title cannot be impeached. (Pa. St.) Shattuck v. Am-
erican Cement Co., 735.

16. LIMITATIONS, Statute of, in Actions to Enforce Sub-
scriptions to Corporate Stock.-If a Corporation Becomes Insolvent
or ceases to do business having debts unpaid, it is the duty of its
directors to enforce payment of subscriptions to its stock, and the
statute of limitations, therefore, commences to run against the en-
forcement of such subscriptions or of any call therefor. (Kan.)
West v. Topeka Savings Bank, 385.

17. LIMITATIONS, Statute of.-In an Action to Enforce Subscrip-
tions to Corporate Stock Where the Corporation has not Become In-
solvent, nor has It Suspended Business Leaving Debts Unpaid, the
statute of limitations does not commence to run until a call has
been made for the payment of such subscriptions, or of the part
remaining unpaid, and for which the action is brought. (Kan.)
West v. Topeka Savings Bank, 385.

18. LIMITATIONS, Statutes of-Actions for Subscriptions to Cor-
porate Stock.—Where, by an amendment of the law relating to bank-
ing corporations, it is provided that not less than ten per cent of
the residue of the capital stock shall be paid in each month after
the bank shall be authorized to commence business, the statute of
limitations commences to run against the collection of the assess-
ments thus required to be paid in as soon as default in their pay-
ment occurs. (Kan.) West v. Topeka Savings Bank, 385.

19. CONSTITUTIONAL LAW-Corporation Stock-Obligation of
Contracts. The legislature may by law provide the time within which
the subscriptions to the stock of corporations must be paid, and apply
the rule thus prescribed to pre-existing corporations, where such law
merely asserts a power which, before its enactment, had been left
to the discretion of the board of directors of the corporation. (Kan.)
West v. Topeka Savings Bank, 385.

20. CORPORATIONS—Actions on Subscriptions to Stock-De-
fenses. If, in an action to enforce a subscription to corporate stock,
it appears by the complaint that the call upon which the suit
was based was made to raise funds to satisfy a specified debt, the
answer must show that such debt has been paid. (Kan.) West v.
Topeka Savings Bank, 385.

21. CORPORATIONS Summons-Service of upon-Return, When
Shows Inability to Find the Chief Officer.-A return on a summons
that it had been served upon the assistant secretary, "the president
and chief officer of said company not being found in my county,
sufficiently shows the inability to find the chief officer. (Kan.)
Colorado Debenture Corp. v. Lombard Inv. Co., 373.

22. CORPORATIONS.-The Service of Summons on the Assistant
Secretary of a Corporation is sufficient, where he is an officer pro-
vided for in the by-laws, with independent duties, in which are in-
cluded the management of the office of the corporation at its only
place of business within the state. (Kan.) Colorado Debenture
Corp. v. Lombard Inv. Co., 373.

23. CORPORATIONS Summons-Service upon Officer Who has
Resigned. The service of a summons on an officer of a corporation
who has resigned will be sustained, if the by-laws of the corpora
tion provide that officers shall hold their offices for the time specified
or until their successors are elected and qualify, and no successor has
been elected. (Kan.) Colorado Debenture Corp. v. Lombard Inv.
Co., 373.

24. CORPORATION Service of Garnishment on Agent.—An officer's return reciting that a summons of garnishment was served "personally on S. C. Hoge, agent in charge of the Central of Georgia Railway Company, "does not show a service upon the corporation, but only upon Hodge in his individual capacity. (Ga.) Burnett & Goodman v. Central of Georgia Ry. Co., 175.

25. JUDGMENTS Against Corporations-Effect on Stockholder— Collateral Attack.—A judgment against a corporation, if void, is not conclusive on a stockholder, but is subject to collateral attack. (Mich.) McBryan v. Universal Elevator Co., 453.

26. JUDGMENTS Against Corporations Collateral Attack upon by Stockholder. If a stockholder is able to show even aliunde the record that a judgment against the corporation is wholly void, he may do so as a defense to his liability as a stockholder. McBryan v. Universal Elevator Co., 453.

Note.

See Garnishment, 2; Receivers.

(Mich.)

Corporations, actions against directors for negligently conducting the affairs of cannot be maintained by stockholders, 31. actions for conversion of property of cannot be maintained in the name of stockholders, 30.

actions for withholding funds of cannot be maintained by stockholders, 30.

actions to compel the execution of trusts in favor of cannot be maintained by stockholders, 31.

actions to enforce obligations and duties owing to should be in the corporate name, 30, 31.

actions to redress slander of title of property of cannot be maintained in the name of the stockholders, 30.

judgments against are conclusive evidence that the contracts on which they were based were not ultra vires, 464-470. judgments against by default, attack upon for fraud or collusion, 469.

judgments against by default, effect of upon stockholders, 468. judgments against, conclusiveness of as evidence of indebtedness in actions against stockholders, 463-466.

judgments against, conclusiveness of in actions to enforce the statutory liability of stockholders, 466, 467.

judgments against constitute indebtedness against for which stockholders are liable, 464.

judgments against, effect of as against stockholders in Michigan and New York, 471, 472.

judgments against, effect of upon nonresident stockholders, 468. judgments against, effect of upon stockholders not served with process, 467.

judgments against, equity, when will not set aside at the instance of stockholders, 467.

judgments against, fraud, attack upon by stockholders for, 469. judgments against, fraud, burden of proving in actions against stockholders, 470.

judgments against, upon contracts that the corporation did not have power to make, 470.

judgments against, when not conclusive against stockholders, 470. privity between and stockholders, 467.