Contracts relating to particular subjects.

See "Logs and Logging."
Transportation of goods, see "Carriers," § 1.
Particular classes of express contracts.
See "Bills and Notes"; "Guaranty"; "Indem-
nity"; "Insurance"; "Liens"; "Partner-
ship"; "Sales."

Agency, see "Principal and Agent."
Employment, see "Master and Servant."
Leases, see "Landlord and Tenant."
Mutual benefit insurance, see "Insurance," §

10.

Sales of realty, see "Vendor and Purchaser."
Stipulations in actions, see "Stipulations."
Suretyship, see "Principal and Surety."

Particular classes of implied contracts.
See "Assumpsit, Action of"; "Use and Oc-
cupation"; "Work and Labor."

Particular modes of discharging contracts.
See "Accord and Satisfaction"; "Compromise
and Settlement."

§ 1. Requisites and validity.
Contract of employment held void for uncer-
tainty as to its duration.-Faulkner v. Des
Moines Drug Co. (Iowa) 585.

Contract of employment held void for the
reason that no standard existed for the ascer-
tainment of damages for its breach.-Faulkner
v. Des Moines Drug Co. (Iowa) 585.

competent to contract by the exercise of his
own free will.-Batavian Bank v. North (Wis.)
1016.

Any amount of persuasion to influence one to
exercise his will to some particular end does
not constitute duress.-Batavian Bank v. North
(Wis.) 1016.

§ 2. Construction and operation.

Party agreeing to drill well, he to receive no
compensation unless he found water, held not
entitled to drill second hole, unless he used
reasonable care in drilling the first.-Peacock
v. Gleason (Iowa) 610.

Where one began to board with another at
an agreed price per week, and was not notified
of any change, the price continued unchanged.
-Rule v. McGregor (Iowa) 811.

Where a written contract received in evi-
dence is obscure, it should be construed by the
court.-Grasmier v. Wolf (Iowa) 813.

A declaration, in an action by one heir
against another on a contract whereby defend-
ant agreed to pay plaintiff a certain sum if she
would induce their ancestor not to change his
will, held not demurrable as stating a cause
of action cognizable only by a court of equity.
-De Boer v. Harmsen (Mich.) 1036.

Contract reciting certain consideration held
unilateral and unenforceable, where it was
shown that the consideration recited had never
been paid.-Koppitz-Melchers Brewing Co. v.
Behm (Mich.) 676.

In an action repudiating a contract whereby
defendant agreed to purchase certain property
for plaintiff, and seeking to recover the
amount paid thereunder, plaintiff held not en-
titled to recover for profits derived from the
property.--Hayes v. Stortz (Mich.) 678.

A contract between prospective heirs, where-
by one agrees to induce their ancestor not to
change his will, is valid, if made with the an-
cestor's knowledge and consent; but a secret
contract is void as against public policy.-De
Boer v. Harmsen (Mich.) 1036.

A promise not to institute a criminal prose-
cution is as illegal a consideration as the dis-
missal of a prosecution already instituted.-
Smith Premier Typewriter Co. v. Mayhew
(Neb.) 939.

Neither the promise to do. nor the actual
doing of that which the promisor is by law
or a subsisting contract bound to do, is a suffi-
cient consideration for a contract.-Allen v.
Plasmeyere (Neb.) 1125.

Discontinuance of a pending cause and agree
ment not to prosecute are sufficient considera-
tion for a promise to pay costs and attorney's
fees.-Weilage v. Abbott (Neb.) 1128.

Duress of a person is that condition of such
person's mind, caused by wrongful conduct on
the part of another, rendering the former in-

915.

It is the province of the court to declare the
legal effect of a contract proved by the uncon-
troverted testimony.-Hughes v. Rudy (S. D.)
136.

§ 3. Modification and merger.

Promise to pay value of attorney's services
held supported by sufficient consideration.-
Jones v. Haines (Iowa) 518.

§ 4. Performance or breach.

Where an executory contract is renounced by
defendant before performance, and perform-
ance is completed, recovery cannot be had for
the contract price; the remedy being by action
for breach.-Wigent v. Marrs (Mich.) 423.

That part of the payments under a contract
were not made to defendant, but to another for
him, did not affect plaintiff's right to recover
them on rescission. Hayes v. Stortz (Mich.)
678.

A condition in a building contract that the
employer shall determine all questions as to
performance does not entitle the employer to
reject the work, and preclude an inquiry into
the reason of such refusal.-Schliess v. City of
Grand Rapids (Mich.) 700.

A building contractor held not liable for an in-
jury to walls caused by freezing.-Schliess v.
City of Grand Rapids (Mich.) 700.
§ 5. Actions for breach.

to construct and operate a limekiln held to show
that it was not error to direct verdict for plain-
tiff.-Knowlson v. Piehl (Mich.) 415.

Evidence in an action for breach of contract

A declaration, in an action by one heir against
another on a contract whereby defendant
agreed to pay plaintiff a certain sum if she
would induce their ancestor not to change his
will, held to sufficiently allege that the agree
ment was made in the ancestor's presence and
with his consent.-De Boer v. Harmsen (Mich.)
1036.

A complaint held to state a cause of action
for breach of contract to deliver a note.-Deer-
ing v. Johnson (Minn.) 363.

Evidence of a joint liability under a con-
tract will not support a finding against only
one of defendants jointly.-Sutherland v. Hol-
liday (Neb.) 937.

1. Corporate existence and franchise.
A corporation, on renewal, held not liable
as for original incorporation fees, imposed by
Code, § 1610.-C. Lamb & Sons v. Dobson
(Iowa) 607.

to have received as commissions from store own-
er on exchange of store for defendant's land,
evidence as to the value of the land held im-
material.-Distad v. Shanklin (S. D.) 151.
In action for value of property plaintiff was
to have received as commissions from store
owner on exchange of store for defendant's
land, it was proper to exclude evidence that it
is the custom of land agents to get the best
possible terms from the owner and then get
all possible from the other party.-Distad v.
Shanklin (S. D.) 151.

A corporation having been renewed prior to
the adoption of Acts 28th Gen. Assem. c. 56,
imposing fees on renewals, held not liable for
such fees, though the statute was retroactive.
-C. Lamb & Sons v. Dobson (Iowa) 607.
§ 2. Capital, stock, and dividends.
A stockholder of a manufacturing corpora-
tion is entitled to purchase at par value his
pro rata share of additional stock issued under
Comp. Laws. § 7038, subd. 4.-Hammond v.
Edison Illuminating Co. (Mich.) 1040.

The necessity or advisability of a call on
stockholders for the amount of their subscrip-

tion rests entirely with the directors of the

corporation.-Fitzgerald's Estate v. Union Sav.
Bank (Neb.) 994.

§ 3. Members and stockholders.

Under Laws 1897, c. 341, extending the
power given by Gen. St. 1894, c. 76, to cred-
itors to enforce the liability of stockholders to
assignees, and requiring an action by an as-
signee, if no similar action has been commenced
within six months of the assignment, held, that
the fact that such a suit is pending must be
taken advantage of, in an action by an as-
signee, by special demurrer or answer.-Som-
ers v. Dawson (Minn.) 119.

Laws 1897, c. 341, extending to assignees
and receivers the power formerly given by Gen.
St. 1894, c. 76, to creditors of a corporation

In trust, see "Trusts," § 1.

Conveyances by or to particular classes of
parties.

See "Corporations," § 5; "Executors and Ad-
ministrators," § 6.

Married women, see "Husband and Wife," § 3.
Conveyances of particular species of property.
See "Homestead," § 2.

Mortgaged property, see "Mortgages," § 3.
Separate property of married women, see
"Husband and Wife," § 3.

Particular classes of conveyances.
See "Assignments"; "Assignments for Benefit
of Creditors"; "Chattel Mortgages"; "Deeds";
"Mortgages."

CORPORATIONS.

Accrual of cause of action on subscriptions to
stock, see "Limitation of Actions," § 2.
Estoppel to interpose statute of limitations,
see "Limitation of Actions," § 1.
Taxation of corporations and corporate proper-
ty, see "Taxation," §§ 3, 5.

Particular classes of corporations.
See "Building and Loan Associations"; "Mu-
nicipal Corporations"; "Religious Societies";
"Street Railroads," § 1.

repealed by Laws 1899, c. 272, which simply
gave an additional remedy not inconsistent
with the act of 1897.-Somers v. Dawson
(Minn.) 119.

Statute of limitations held not to run in favor
of shareholders of a corporation against its
creditors while such shareholders were parties
to proceedings to wind up its affairs, first as
plaintiffs and subsequently as defendants.-
Boyd v. Mutual Fire Ass'n of Eau Claire
(Wis.) 1086.

In an action under Rev. St. 1898, § 3216 et
seq., for the winding up of the affairs of a cor-
poration, the liability of shareholders on un-
paid shares to creditors accrues on appoint-
the statute of limitations runs from that time.
ment of a receiver, and under section 4219
-Boyd v. Mutual Fire Ass'n of Eau Claire
(Wis.) 1086.

4. Officers and agents.

Shareholders of a corporation, who were di-
rectors, held not to stand in a fiduciary relation
to other shareholders as to a purchase of
stock, so that, to constitute fraud, it was nec-
essary to show actual misrepresentations.—
Walsh v. Goulden (Mich.) 406.

Where directors of a corporation sell its
properties under an option from the stockhold-
stockholders of the old concern alleging it.-
ers, the burden of proving fraud is on the
Walsh v. Goulden (Mich.) 406.

Acceptance of bonds and stocks in a new con-
cern by directors of an old corporation selling
out to the new held not to be in fraud of the
other stockholders of the old concern.-Walsh

Plaintiff, treasurer of a corporation, held not
entitled to recover for the period covered by
his illness.-Raley v. Victor Co. (Minn.) 973.

Directors of a corporation were liable to its
creditors for loss by their malfeasance while
in office, though they had ceased to be officers
before the commencement of the action.-Boyd
v. Mutual Fire Ass'n of Eau Claire (Wis.)
1086.

The statute of limitations does not run in
favor of the personal representatives of de-
ceased officers and directors of a corporation,
as against creditors of the corporation.-Boyd
v. Mutual Fire Ass'n of Eau Claire (Wis.)
1086.

Under Rev. St. 1898, § 2081, subd. 5, the
directors of a mutual insurance company' held
to be trustees of an express trust, so that the
statute of limitations did not run in their fa-
vor against creditors of the company.-Boyd
Mutual Fire Ass'n of Eau Claire (Wis.)

1086.

§ 5. Corporate powers and liabilities.
In a suit on the notes of a corporation given
for an indebtedness for gcods purchased, a con-
tention that, the corporation's indebtedness at
the time the notes were given having exceeded
that permitted by its articles, the recovery
could not be had on the notes, but that it must
be on the original consideration, was of no
merit.-Marshall Field & Co. v. Ören Ruffcorn
Co. (Iowa) 618.

Where shares in a building and loan associa-
tion had been fully paid up according to the
contract, the company could not avoid payment
thereon by pleading that the contract was ultra
vires.-Field v. Eastern Building & Loan Ass'n
(Iowa) 717.

§ 6. Insolvency and receivers.
Where, in an action by the receiver of an in-
solvent life association to collect an assessment,
there was no evidence that the court directing
the assessment ever acquired jurisdiction, or
that defendant was a member, a verdict in his
favor was properly directed.-Taft v. Pullen
(Mich.) 329.

Stockholders of a corporation, owing unpaid
subscriptions, may be made parties by amend-
ment to a creditors' suit, in which the delin-
quent stock subscriptions are attempted to be
reached, originally commenced against the cor-
poration alone.-Schaub v. Welded Barrel Co.
(Mich.) 335.

Under 3 Comp. Laws 1897, §§ 9760, 9769,
9773, separate delinquent stockholders may be
joined as parties defendant to a creditors' suit
against the corporation, in which it is sought to
reach delinquent stock subscriptions.-Schaub v.
Welded Barrel Co. (Mich.) 335.

Conveyance by corporation, which did in fact
hinder and delay its creditors, held to sustain
a finding that the act was fraudulent as to
such creditors.-First Nat. Bank v. East Oma-
ha Box Co. (Neb.) 223.

A certain action held to be deemed a credit-
ors' suit in equity, brought under Rev. St.
1898, §§ 3216-3228, authorizing proceedings by
creditors against insolvent corporations for ap-
pointment of receivers and winding up of their
affairs, and all the rights of creditors, officers,
and stockholders should be decided in such
suit.-Boyd v. Mutual Fire Ass'n of Eau Claire
(Wis.) 1086.

A resolution authorizing officers of a corpora-
tion to incumber its property by a trust deed,
adopted at a meeting without proper notice,
where only one director was actually present,
who voted for himself and another director by
proxy, is void.-First Nat. Bank v. East Omaha
Box Co. (Neb.) 223.

A fraternal beneficiary association, having a
grand lodge and principal place of business in
the state. and doing an insurance business
therein, held a domestic corporation, under
Comp. St. c. 43, § 91, on which service of sum-
mons should be made according to the provi-
sions of Code, c. 2.-Grand Lodge A. Ò. U.
W. v. Bartes (Neb.) 901.

The plea of ultra vires on a contract with a
corporation cannot be interposed by a stranger
to the contract.-State Ins. Co. v. Farmers'
Mut. Ins. Co. (Neb.) 997.

In an action against an insurance company,
an allegation in the answer held insufficient
to put in issue the corporate character of plain-
tiff.-State Ins. Co. v. Farmers' Mut. Ins. Co.
(Neb.) 997.

A corporation held not liable for money
wrongfully deposited to its credit by its secre-
tary and checked out by him to pay private
debts.-Glendale Inv. Ass'n v. Harvey Land
Co. (Wis.) 456.

Where money had been wrongfully deposited
to the credit of a corporation by its secretary,
it was liable for a balance remaining to its
credit at the time demand was made.-Glen-
dale Inv. Ass'n v. Harvey Land Co. (Wis.)

456.

A corporation held not to have ratified an act
of its secretary in wrongfully depositing mon-
ey to its credit, by allowing a balance of such
deposit to remain.-Glendale Inv. Ass'n v.
Harvey Land Co. (Wis.) 456.

A complaint by certain creditors and the re-
ceiver of a corporation against a former receiv-
er and directors held bad for misjoinder of
causes of action.-Boyd v. Mutual Fire Ass'n
of Eau Claire (Wis.) 1086.