CONTINUANCE. See Courts, § 189. CONTRACTS. See Appeal, § 1046; Assignments; Attorney and Client, §§ 4, 81; Banks and Banking, $ 9; Bills and Notes; Bonds; Brokers; Carriers, $ 1492; Compromise and Settlement; Constitutional Law, § 121; Corporations, 449; Covenants; Damages, §§ 23, 62; Evidence, § 404; Franchises, § 1; Frauds, Statute of; Guaranty; Indemnity; Injunction, $$ 57-60; Insurance; Joint Adventures, § 4; Judgment, § 593; Mechanics' Liens; Money Received; Mortgages; Municipal Corporations, $$ 330-370; Sales; Specific Performance; Stipulations; Subrogation; Vendor and Purchaser. I. REQUISITES AND VALIDITY. (A) Nature and Essentials in General. § 9 (N.Y.Sup.) In a contract providing that one party thereto should "give" the other a certain formula and receive therefor "a reasonable amount from the profits" derived from the sale of articles manufactured therefrom, the word "reasonable" was synonymous with "satisfactory," and rendered the contract too indefinite to be enforceable.-Canet v. Smith, 149 N. Y. S. 101. § 10 (N.Y.Sup.) Where a baseball player's contract was terminable by the employing club on 10 days' notice, but gave such club an absolute option on the player's services for the succeeding year, such contract was unenforceable for want of mutuality.-American League Baseball Club of Chicago v. Chase, 149 N. Y. S. 6. § 10 (N.Y.Sup.) A contract to pay plaintiff $10.50 per week as long as he abstained from the sale of a certain newspaper, which he had been selling, was not objectionable for want of mutuality. Rague v. New York Evening Journal Pub. Co., 149 N. Y. S. 668. (B) Parties, Proposals, and Acceptance. § 15 (N.Y.Sup.) A meeting of minds is essential to the validity of a contract.-Ward v. Erie R. Co., 149 N. Y. S. 717. (D) Consideration. $50 (N.Y.Sup.) A "consideration" consists in some right, interest, profit, or benefit accruing to the party who makes the promise, or some forbearance, detriment, loss, responsibility, act, labor, or service given, suffered, or undertaken by the other, to whom it is made.-Ward v. Erie R. Co., 149 N. Y. S. 717. § 54 (N.Y.Sup.) A contract to pay plaintiff $10.50 per week as long as he abstained from the sale of a specified newspaper held not without consideration.-Rague v. New York Evening Journal Pub. Co., 149 N. Y. S. 668. § 56 (N.Y.Sup.) Where joint owners of fund subject to life interest in third person agreed that after the life tenant's death the income should be paid to the son of one of them, held, that the promise of the one was a good con §103 (N.Y.Sup.) An association of the major and minor baseball leagues in the United States, by which players were absolutely controlled with reference to the right to contract for services, held to constitute a monopoly in contravention of the common law; and the alleged right of a club to enforce a player's contract for future services will not be enforced in equity.-American League Baseball Club of Chicago v. Chase, 149 N. Y. S. 6. § 116 (N.Y.Sup.) The provision of plaintiff's contract of agency with defendant insurance company, that if he, at any time after termination thereof, engage in such business for another, all right to renewal commissions under it shall terminate, is valid.-Sutherland v. Connecticut Mut. Life Ins. Co., 149 N. Y. S. 1008. II. CONSTRUCTION AND OPERATION. (A) General Rules of Construction. $154 (N.Y.Co.Ct.) In determining the intent of contracting parties, the court may consider. the fact that a construction contended for would make the contract unreasonable and place one party at the other's mercy.-Raynor v. New York & L. I. Traction Co., 149 N. Y. S. 151. § 169 (N.Y.Co.Ct.) In construing a written contract, the court should, as nearly as possible, place itself in the situation of the parties, and from a consideration of the circumstances, the occasion, and the apparent object of the parties, determine the meaning of the language employed.-Raynor v. New York & L. I. Traction Co., 149 N. Y. S. 151. (B) Parties. $187 (N.Y.Sup.) Agreement between plaintiff's father and H., joint owners of a fund, that the income after the death of the life tenant should be paid to plaintiff for life. held made for plaintiff's benefit, and enforceable by him against H.'s residuary legatee, who had tak en possession of the fund.-Harbeck v. Harbeck, 149 N. Y. S. 791. § 187 (N.Y.Sup.) Member of labor union, which had a contract binding an employer to pay $18 a week, held entitled to recover the difference between the union wages and the wages accepted by him without knowledge of such contract.-Gulla v. Barton, 149 N. Y. S. 952. Member of labor union, which had contract with his employer requiring payment to employés of $18 a week, held not to have waived the benefit of the contract by agreeing, without knowledge thereof, to work for $9 a week, or otherwise.-Id. (D) Place and Time. $215 (N.Y.Sup.) A contract to pay plaintiff $10.50 per week as long as he abstained from the sale of a specified newspaper held to con tinue until plaintiff resumed the sale of the paper.-Rague v. New York Evening Journal Pub. Co., 149 N. Y. S. 668. V. PERFORMANCE OR BREACH. CONVEYANCES. See Assignments; Mortgages; Vendor and Purchaser, § 148. § 279 (N.Y.Sup.) Where work under a contract was suspended by mutual consent, plain- See Pardon, § 4. tiff could not recover for loss of profits, however long the suspension continued, without an offer to perform and a refusal to permit performance.-Dreyer v. McCormack Real Estate Co., 149 N. Y. S. 322. § 322 (N.Y.Sup.) Evidence in an action for breach of a contract to pay for orders placed by plaintiff after approval by defendant and confirmation by the customer held not to show that defendant failed to approve orders obtained by plaintiff after they had been confirmed by his customer.-Watts v. Doull Miller Co., 149 N. Y. S. 744. Findings against defendant in an action for breach of its contract to guarantee the accounts of plaintiff's customers after orders had been approved by it and confirmed by such customers held not supported by the evidence.-Id. VI. ACTIONS FOR BREACH. § 330 (N.Y.Sup.) In suit to enforce agreement between joint owners of fund that income should be paid to plaintiff for life against residuary legatee of the survivor of such owners, his executrix or personal representatives and the former depositary of the fund held not necessary parties; the fund being in the legatee's possession.-Harbeck v. Harbeck, 149 N. Y. S. 791. $333 (N.Y.Sup.) A complaint seeking to recover the value of corporate stock held not to state a cause of action, where it failed to show a privity of contract between plaintiff and defendant, or that defendant received the stock as trustee for the plaintiff, or that there was any consideration for a promise to deliver it to plaintiff.-Sloan v. Mitchell, 149 N. Y. S. 1015. CONTRIBUTION. See Principal and Surety, § 194; Trusts, § 305. CONTRIBUTORY NEGLIGENCE. See Negligence, § 89. CONVERSION. See Trover and Conversion. $15 (N.Y.Sup.) Equitable conversion results from an imperative power of sale, which may be express, or implied because of its necessity to carry out the terms of the will, and in such case the property is all distributed as personal estate.-Utica Trust & Deposit Co. v. Thompson, 149 N. Y. S. 392. A will directing the residue of the property of testatrix, both real and personal, to be divided in four parts, and bequeathing such parts upon certain trusts, held to constitute an equitable conversion, where the real estate was incapable of division.-Id. CONVICTS. COPYRIGHTS. II. TITLE, CONVEYANCES, CON- § 47 (N.Y.Sup.) Where plaintiff bought the exclusive right to produce a play, he might enjoin its production by moving pictures.-Frohman v. Fitch, 149 N. Y. S. 633. CORPORATIONS. See Attorney and Client, § 4; Banks and Bank- III. CORPORATE NAME, SEAL, DOM- $55 (N.Y.Sup.) A by-law of a private corporation, requiring the unanimous vote of its directorate to a sale of its business or property otherwise than in the usual course of business, is not violative of General Corporation Law, 8 34.-Levin v. Mayer, 149 N. Y. S. 112. IV. CAPITAL, STOCK, AND DIVI- (D) Transfer of Shares. § 123 (N.Y.Sup.) Brokers, to whom complainant's securities were pledged, held to have no right to repledge the same for loans from banks and others in amounts in excess of complainant's indebtedness, or to make a secret profit by charging complainant higher rates of interest than they were compelled to pay.-Batterson v. Raymond, 149 N. Y. S. 706. (E) Interest, Dividends, and New Stock. § 156 (N.Y.) Under its articles of association providing that, after the prescribed dividend is paid on the preferred stock, it is entitled to no further share of the profits, an extra dividend declared by a railroad company after payment of the preferred stock dividend held to belong to the common stockholders, so that the preferred stockholders did not have the right to participate therein.-Equitable Life Assur. Society of the United States v. Union Pac. R. Co., 106 N. E. 192, 212 N. Y. 360. For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and section (8) NUMBER V. MEMBERS AND STOCKHOLDERS. (A) Rights and Liabilities as to Corporation. $ 320 (N.Y.Sup.) In a stockholder's action to compel individual stockholders, who owned a majority of the stock and were directors, to ac§ 182 (N.Y.Sup.) Directors of an insolvent count for corporate assets, where the evidence corporation without assets to continue its busi-shows that the individual defendants exceeded their powers, but fails to show that plaintiff missed.-Levin v. Mayer, 149 N. Y. S. 112. was injured thereby, the complaint will be dis ness under a resolution passed by a majority of the stock held authorized to sell the corporation's business and assets as against a minority stockholder, who, in the absence of fraud or bad faith. was not entitled to compel a valuation and purchase of his stock under Stock Corporation Law, §§ 16, 17.-Weingreen v. Michelbacher, 149 N. Y. S. 110. § 189 (N.Y.Sup.) The courts will not interfere in differences between membership corporations and their members in matters affecting internal administration or discipline, unless the rights of the members are denied, disregarded, or invaded. --Local Union No. 1006 v. Brotherhood of Painters, Decorators, and Paperhangers of America, 149 N. Y. S. 1025. $320 (N.Y.Sup.) Under General Corporation Law, § 91a, an action may be brought against a single guilty director of a corporation without joining his codirectors.-German-American Coffee Co. v. Diehl, 149 N. Y. S. 413. General Corporation Law, § 91a, authorizes a single action in equity against directors and officers of a corporation.-Id. (D) Liability for Corporate Debts and Acts. § 353 (N.Y.Sup.) Under General Corporation Law, § 91, an action against officers of a corporation for an accounting and to compel the (C) Suing or Defending on Behalf of Cor- repayment of property acquired by them, or poration. § 202 (N.Y.Sup.) A stockholder cannot, as such, recover against a third person his proportionate share of damage suffered by the corporation through such person's acts.-General Rubber Co. v. Benedict, 149 N. Y. S. 880. VI. OFFICERS AND AGENTS. (A) Election or Appointment, Qualification, and Tenure. § 294 (N.Y.City Ct.) The power vested in the executive committee of a corporation organized under the General Corporation Law of Delaware, which in section 9 authorizes the creation of such committee by the directors, held not to authorize such committee to remove from office a person chosen by the directors as vice president and general manager of the corporation.-Fensterer v. Pressure Lighting Co., 149 N. Y. S. 49. (B) Authority and Functions. $305 (N.Y.City Ct.) General Corporation Law of Delaware, § 9, providing that the directors may designate an executive committee, which shall have the powers of the board of directors in the "management of the business and affairs," does not authorize the delegation of power to inaugurate radical departures from the methods of business as prescribed by the directorate.-Fensterer v. Pressure Lighting Co., 149 N. Y. S. 49. (C) Rights, Duties, and Liabilities as to Corporation and Its Members. §310 (N.Y.Sup.) It is the duty of a director to exercise ordinary care and common prudence, as well as fidelity to the corporation which he serves.-General Rubber Co. v. Benedict, 149 N. Y. S. 880. $319 (N.Y.Sup.) Where a director did not warn the corporation that the general manager of a subsidiary corporation was misappropriating funds, etc., for the benefit of a third corporation in which the director was interested, held, that the principal corporation could maintain an action against the director.-General Rubber Co. v. Benedict, 149 N. Y. S. 880. lost or wasted, cannot be maintained by one not a judgment creditor, where it is not impossible or useless to obtain a judgment.— Steele v. Isman, 149 N. Y. S. 488. VII. CORPORATE POWERS AND LIABILITIES. (B) Representation of Corporation by Officers and Agents. 8414 (N.Y.City Ct.) Where a person was elected director, vice president, and general manager and given the active management of the company's business, he had power to borrow money for the corporate account and to negotiate commercial papers of the company to pay company obligations or to procure funds for company purposes.-Fensterer v. Pressure Lighting Co., 149 N. Y. S. 49. (D) Contracts and Indebtedness. § 449 (N.Y.Sup.) An agreement by a corporation to pay its president a stipulated sum for life upon the severing of his connection, in consideration of his refraining to enter into competition, held enforceable.-Stover v. Gamewell Fire Alarm Telegraph Co., 149 N. Y. S. 650. (F) Civil Actions. served with the summons was in no sense the manag$507 (N.Y.Sup.) Where the person ing agent of the defendant company, the attempted service was imperfect.-Polacsek v. American Iron & Steel Mfg. Co., 149 N. Y. S. 372. $518 (N.Y.Sup.) Under Code Civ. Proc. § 1776, denial of knowledge or information sufficient to form a belief as to plaintiff's incorporation held insufficient to put plaintiff to proof of its incorporation.-Post Publishing Co. v. Bennett, 149 N. Y. S. 867. X. CONSOLIDATION. § 589 (N.Y.Sup.) A corporation, which purchased all the property and franchises of another at a dissolution sale, acquired the right to so use the name of the corporation, whose business and good will it had purchased, as to indicate that it was its successor.-R. J. Horner & Co. XI. DISSOLUTION AND FORFEITURE § 605 (N.Y.Sup.) Where a private corporation § 622 (N.Y.Sup.) That a sale of the good 149 N. Y. S. 82. In an action by a purchaser at a dissolution In an action by a purchaser at a dissolution the sale was void because it took place "within XII. FOREIGN CORPORATIONS. § 665 (N.Y.Sup.) Service of summons on for- § 672 (N.Y.Sup.) Complaint in an action un- made in this state, by a foreign corporation do- Where the complaint in an action by a foreign § 673 (N.Y.Sup.) Where the complaint in an CORRESPONDENCE. § 639 (N.Y.Sup.) General Corporation Law, § to "do § 642 (N.Y.Sup.) The prohibition N. Y. S. 807. § 642 (N.Y.Sup.) Foreign corporation held § 642 (N.Y.Sup.) A foreign corporation, which § 661 (N.Y.Sup.) Under Code Civ. Proc. §§ CORROBORATION. See Witnesses, § 414. COSTS. See Courts, § 189; Divorce, § 228; Joint Ad- I. NATURE, GROUNDS, AND EXTENT OF RIGHT IN GENERAL. § 22 (N.Y.Sup.) Code Civ. Proc. § 3228, subd. IV. SECURITY FOR PAYMENT. § 131 (N.Y.Sup.) That one of the several For cases in Dec. Dig. & Am. Dig. Key No. Series & Indexes see same topic and section (§) NUMBER tion, where they were not agents or commissioners or persons acting for the county.—Id. V. CLAIMS AGAINST COUNTY. § 204 (N.Y.) The term "audit," as applied to claims against a county, consists of the allowance, or partial or total disallowance, of a claim after hearing and examination thereof. New York Catholic Protectory v. Rockland County, 106 N. E. 80, 212 N. Y. 311. § 205 (N.Y.) Where the liability of a county on a claim filed depended on questions of fact, an erroneous determination of the supervisors on an audit of the claim could be corrected only by certiorari.-New York Catholic Protectory v. Rockland County, 106 N. E. 80, 212 N. Y. 311. $ 206 (N.Y.) An audit by a board of supervisors of a claim against a county is not open to collateral attack in the absence of fraud or collusion.-New York Catholic Protectory v. Rockland County, 106 N. E. 80, 212 N. Y. 311. If the board disallows the claim in whole or in part, the claimant's remedy is limited to See Courts, § 188; Highways; Judges, § 6; certiorari.-Id. Venue. III. PROPERTY, CONTRACTS, AND LIABILITIES. (C) County Expenses and Charges and Statutory Liabilities. $133 (N.Y.Sup.) The word "reasonable," as used in County Law, § 240, subd. 16, providing that the reasonable expenses in proceedings for the removal of any county officer shall be county charges, applies not only to the amount of expenses, but also to the charges preferred. People ex rel. Nash v. Board of Sup'rs of Opondaga County, 149 N. Y. S. 572. IV. FISCAL MANAGEMENT. PUBLIC DEBT, SECURITIES, AND TAXATION. §1532 (N.Y.Sup.) An appropriation in aid of the centennial celebration in the county of Warren, by its supervisors, was unauthorized.-Rice v. Glens Falls Pub. Co., 149 N. Y. S. 311. $ 1532 (N.Y.Sup.) County Law, § 240, subd. 16, construed to authorize a county to reimburse individuals for expenses incurred in employing counsel to prosecute successful proceedings for the removal of a sheriff, is not violative of Const. art. 8, § 10.-People ex rel. Nash v. Board of Sup'rs of Onondaga County, 149 N. Y. S. 572. § 196 (N.Y.Sup.) Where a county treasurer places in an account a sum illegally appropriated by the county board, and collections not county money, and in a taxpayer's suit to recover a sum paid from such account there is no way of determining what part of the payment was from the illegal part, the judgment should be for such proportionate part of the amount sued for as the illegal part bears to the whole account.Rice v. Glens Falls Pub. Co., 149 N. Y. S. 311. General Municipal Law, § 51, did not authorize a taxpayer's action against members of the centennial committee to recover county money illegally appropriated for a centennial celebra VI. ACTIONS. $210 (N.Y.) Laws 1909, c. 16, § 4, authorizes the maintenance of a suit by a religious institution to recover for care, maintenance, etc., of minor children committed to it by the judicial officers of defendant county.-New York Catholic Protectory v. Rockland County, 106 N. E. 80, 212 N. Y. 311. COURTS. See Appeal: Appearance; Contempt; Corpora tions, § 665; Costs, § 22; Criminal Law. § 217; Elections, § 269; Execution. § 360; Indictment and Information, § 45; Judges: Justices of the Peace; States, § 184; Submission of Controversy, § 3; Taxation, § 892. I. NATURE. EXTENT, AND EXERCISE OF JURISDICTION IN GENERAL. § 17 (N.Y.Sup.) "Jurisdiction of the subjectmatter" is power to adjudge concerning the general question involved, and is not dependent upon the facts in a particular case, arising, or which it is claimed arose, under that general question.-Richards v. Richards, 149 N. Y. S. 1028. II. ESTABLISHMENT, ORGANIZATION, AND PROCEDURE IN GENERAL. (D) Rules of Decision, Adjudications, Opinions, and Records. § 89 (N.Y.Sup.) The value of precedents, especially in matters of practice, depends so much upon the identity of statutes, the similarity of the courts, and the methods of procedure, that without proof thereof little weight can be accorded to them.-People v. Goodrich, 149 N. Y. S. 406. § 97 (N.Y.Sup.) In an action for delay in delivery of an interstate shipment, the law as interpreted by the federal court must be accepted as applicable. Davenport v. Chesapeake & 0. Ry. Co., 149 N. Y. S. 865. |