false imprisonment against the officer and all others by whom he has been unlawfully detained or held. Simmons v. Vandyke, 138 Ind. 380, 37 N. E. 973, 26 L. R. A. 33, 46 Am. St. Rep. 411; Low v. Evans, 16 Ind. 486; 12 Am. & Eng. Enc. Law (2d Ed.) pp. 741, 746, 747; Leger v. Warren (Ohio) 57 N. E. 506, 51 L. R. A. 193, 78 Am. St. Rep. 738; Brock v. Stimson, 108 Mass. 520, 11 Am. Rep. 390; Green v. Kennedy, 48 N. Y. 653; Tubbs v. Tukey, 3 Cush. 438, 50 Am. Dec. 744. An officer arresting without a warrant cannot justify his action in holding or detaining the prisoner for an unreasonable time before obtaining a warrant upon the ground that such delay was necessary in order to investigate the case and procure evidence against the accused. A detention for such a purpose, if necessary, is properly within the jurisdiction of the justice of the peace or other judicial officer before whom he may be charged with committing the offense. Under section 1771, Burns' Rev. St. 1901, a sheriff is authorized to arrest without a warrant any person whom he may find violating any of the penal laws of this state. But the statute is careful to provide that the detention of the person so arrested is to continue only until a legal warrant can be obtained. This section is applicable to offenses, either felonies or misdemeanors, committed in the presence or under the observation of the persons authorized thereunder to make the arrest; and, so far as it applies to sheriffs and others therein mentioned, who were peace officers at common law, it is but a declaration or recognition of the rule asserted by the latter law, as thereunder it was the duty of peace officers to arrest without a warrant any persons who committed an offense, either felony or misdemeanor, in their presence, or within their view. While instructions 7 and 8 are not as aptly and as clearly drafted as they might have been, nevertheless, when considered in connection with others given, they are in harmony with the principles of law to which we have referred, and are applicable to the evidence in this case. The court committed no error in giving them to the jury. It is next insisted that instructions 14 and 15 are misleading, and prejudicial to appellant. It is claimed that an infirmity exists in the former because it advises the jury as to the measure of damages in the event they find against appellant. As there were two defendants in the action, it is urged that the jury must have understood thereby that they would not be justified in finding in favor of appellant. The fault imputed to the latter instruction is that it informed the jury how to formulate their verdict in the event they found against appellant, but it is silent as to their finding against his codefendant; hence it is asserted that the jurors were, in effect, given to understand that they could not, under the evidence, find in favor of appellant, unless they found in favor of both defendants. In the fifteenth instruction the court stated to the jury that, in the event they found in favor of both defendants, the form of their verdict would be, "We, the jury, find for the defendants." Instruction 11 stated that, in case the evidence warranted, the jury could find against both defendants, or in favor of one and against the other. Under the circumstances appellant's objection to these instructions are certainly untenable, and without merit. If he desired the jury to be more fully advised in regard to their findings' or forms of verdict, he should have presented a special instruction to be given by the court in respect to that matter. It is finally contended that the judgment should be reversed because it is not sustained by sufficient evidence, and for the further reason that the damages are excessive. The contention is that the evidence discloses that appellant had no intention of arresting or detaining the appellee, and the argument is seemingly carried to the extent of asserting that the appellee was not restrained of his liberty. In their argument on this question appellant's counsel seem to wholly disregard the evidence given in behalf of the appellee, and virtually request that we consider alone that introduced on the part of their client. Appellant's own admissions, which were introduced against him in evidence at the trial, go to show that he considered that he had appellee under arrest and in his custody, and was detaining him until he could investigate as to his guilt, or, rather, until he could extort from him a confession. As we have previously said, the evidence is, in some respects, conflicting, but it is ample to sustain the verdict of the jury on every material point. Appellant, as disclosed by the evidence, went to the home of Mrs. Stewart, where appellee was visiting at the time. He called him out of the house onto the porch, and informed him that he was the sheriff of the county, and had come to arrest him. Upon appellee inquiring as to the reason for his arrest, he accused him with the larceny of the watch. This accusation appellee denied. Appellant, it seems, dispossessed appellee of his watch, and then bid him come with him. He obeyed this command, and was taken down the public streets of the city of Kokomo until the county jail was reached. He was then taken by appellant from the jail along the public streets of that city until the harness shop of Mr. Strubbs was reached, and was there detained for a time, and threatened with imprisonment if he did not confess that he was guilty of the larceny. After the lapse of some time, he was taken back to the jail by appellant, into the interior of the prison, and was shown a cell, in which, as appellant informed him, he would be locked, unless he admitted that he had stolen the watch; and when he continued to assert his innocence appellant called him a liar. After a time he was commanded by appellant to go back to Mr. Stewart's place, at which he was arrested, and was commanded to remain there until the evening of that day, when appellant stated he would call for him. Ample time and opportunity, under the circumstances, were afforded appellant to have proceeded in the arrest of appellee in an orderly way by taking him before a justice of the peace or the mayor of the city for the purpose of being charged with the alleged crime. This he failed and neglected to do. There is evidence to show that appellant's purpose in detaining appellee and threatening to lock him up as he did was to extort a confession from him in respect to the larceny. It cannot be successfully controverted, under the evidence, but what appellee is shown to have been placed under arrest by appellant, and subjected to his commands and movements during all the time he had him in charge. He was not permitted to go or move at his own free will or volition, for it is evident that whatever consent he may have given to go with appellant was enforced by the latter. If the jury believed the testimony of appellee and the witnesses who testified in his behalf, they were fully warranted in assessing the damages which they did. Wounded pride, humiliation, and mortification resulting from the public arrest are proper elements that may be taken into consideration in assessing damages in cases of this character. The spirit and conduct of appellant at the time he made the arrest were matters that the jury, under the evidence, had, and no doubt did, inquire into, and gave the same consideration. They probably found, as there is evidence to justify such finding, that there were unwarranted insults offered to appellee on the part of appellant; also oppression on his part, and a reckless disregard, under the circumstances, of appellee's rights as a citizen. Appellee, as the evidence discloses, was subjected to repeated "quizzing," and was virtually branded by appellant, in the presence of others, as a thief; and when he, a mere boy, protested his innocence in regard to the charge, appellant called him a liar. Under these circumstances the jury may have, and possibly did, inflict "smart money" or exemplary damages, as jurors have the right to do in cases of false imprisonment when the facts justify. Farman v. Lauman, 73 Ind. 568. Such damages do not necessarily, as claimed by counsel for appellant, depend alone upon malice on the part of the wrongdoer, but they may be rightfully awarded when the wrongful act is willfully done in a wanton or oppressive manner, or done in the reckless disregard of the rights of the complaining party. This court, upon a charge of excessive damages, will not interfere with the verdict of the jury, unless the damages assessed are so large as to induce the belief that they resulted from passion or prejudice, and are not the result of the jurors' deliberate judgment upon the evidence. The act and conduct of appellant in threatening appellee with imprisonment in jail, and in subjecting him to what is commonly known as the "sweating process," for the purpose of 1. Under Burns' Rev. St. 1901, § 6629, requiring a promise, contract, or agreement within the statute of frauds, or some memorandum or note therefor, to be in writing, and to be signed by the party to be charged therefor, a contract for the conveyance of land in consideration of the promisee's agreement to pay a certain amount, was sufficient as to the promisors, if signed by them. 2. A contract in writing to sell real estate to a corporation to be formed, in consideration of a certain sum agreed on, a part thereof in cash and the balance in stock of the corporation, was not invalid for want of mutuality. 3. A decree of specific performance will not be granted where the contract is not certain as to plaintiff's duty, unless such uncertainty consists of terms which are necessarily implied by law as a component part of the contract. 4. Under Burns' Rev. St. 1901, § 6630, declaring that the consideration of any promise, contract, or agreement within the statute of frauds need not be set forth in writing, but may be proved, where the contract states the consideration indefinitely, parol evidence is admissible to relieve the ambiguity. 5. Where specific performance of a contract was prayed, and it could not be determined from the contract itself, which was for the organization of a corporation and for a subscription of stock therein, what kind of business the corporation was organized to conduct and where such business was to be conducted, a paragraph of the complaint failing to allege such matters was insufficient. 6. Where, in an action for specific performance of a contract to convey land to a corporation to be formed, the contract authorized plaintiffs, in lieu of a deposit of the stock and a payment of the money required, to report within five days their inability to accept the offer, and the complaint contained only a mere general averment of performance by plaintiff of conditions precedent on his part, the complaint was insufficient, since, without an allegation that plaintiff had accepted the proposition, the alleged performance might have related to their option to report their inability to accept the offer. 7. In an action to compel specific performance of a contract to convey land, and in consideration accept stock in a corporation to be formed, the contract did not describe the kind of a corporation to be organized, the complaint alleging the organization of a corporation, but failing to allege that the corporation organized was the kind of a corporation agreed on be tween the parties was insufficient. 8. A corporation was organized for the purpose of manufacturing, storing, selling, delivering, and distributing electricity for light, heat, power, and all such other chemical and mechanical purposes as electricity can be applied to, and for the purpose of manufacturing and selling all kinds of electrical appliances, apparatus, and supplies. Held that, since the manufacture of electrical appliances, apparatus, and supplies is not a business incidental to the generation and sale of electricity, the powers of the corporation were broader than authorized by Burns' Rev. St. 1901, § 5051 et seq., and hence the organization did not become a de jure corporation. 9. In an action to compel specific performance of a contract to convey land in consideration of stock to be issued to the vendor on the organization of a corporation, the nature of which was not set out in the contract, an allegation that, after repeated conferences, defendants, with full knowledge of all the facts, and in contemplation thereof, and the proposed organization of the company, signed and executed a contract, was not a sufficient allegation of the nature of the corporation agreed on. 10. Burns' Rev. St. 1901, § 373, authorizing the pleading of performance of conditions precedent by a general averment, does not authorize such pleading where it appears affirmatively that the ouly performance was a tender of performance. 11. Where a written contract was so uncertain that, without the aid of parol evidence, it was unenforceable, an allegation in the complaint for a specific performance that on tender of performance defendants made only one objection relating to the control and management of the corporation, with reference to which the contract was made, did not relieve the plaintiff from pleading extraneous facts necessary to support the contract, on the ground that by making a specific objection all others were waived. 12. Where a contract provided for the sale of land, to be paid for in stock of a corporation to be organized, and the complaint in an action for specific performance alleged organization of the corporation, and showed on its face that all the capital stock of the corporation was not subscribed, and contained no offer to subscribe for all the stock, it was insufficient, the subscription of the whole stock being a condition precedent to the enforcement of the executory agreement to take stock. 13. In an action to compel specific performance of the contract to take stock in a corporation to be formed, the complaint alleged the formation of a corporation, which did not come into existence as a de jure corporation because some of the powers were unauthorized, and alleged that defendant, with full knowledge of all the facts, and in contemplation thereof, executed the contract, and that the corporation was duly formed and incorporated under and pursuant to the laws of Indiana for the objects and purposes contemplated as aforesaid and as provided by the agreement. Held, that the pleading referred to the organization of a corporation for the objects set out, and that the allegation that the corporation was incorporated for such objects in all respects under and pursuant to the laws of Indiana was controlled by the prior allegation, and hence the pleading did not allege the existence of a de jure corporation. Appeal from circuit court, Wabash county; H. B. Shively, Judge. Action by Benjamine F. Burk and others against Merrill C. Mead and others for the specific performance of a contract. Judgment for defendants, and plaintiffs appeal. Transferred from appellate court, under Acts 1901, p. 590 (Burns' Rev. St. 1901, § 1337u). Affirmed. G. A. Henry, P. H. Elliott, M. E. Forkner, and A. H. Plummer, for appellants. Carroll 64 N.E.-56 & Dean and Cantwell & Simmons, for appellees. GILLETT, J. The appellants filed their complaint, in five paragraphs, to obtain a decree for the specific performance of a contract by appellees. The latter successfully demurred to each paragraph of the complaint. A decree followed that appellants take nothing by their suit, and the latter assign errors, based on said rulings on de murrer. Each paragraph of the complaint sets out, either in the body of the paragraph or as an exhibit thereto, a writing that it is alleged that appellees executed to appellants. The following is a copy of said writing: "Marion, Indiana, May 13, 1899. This agreement, made and entered into this 13th day of May, 1899, by and between M. C. Mead & Co., of Marion, Indiana, party of the first part, and Benjamin F. Burk and Wm. H. Anderson, party of the second part, witnesseth: That the party of the first part, for and in consideration of the sum of twenty-five thousand dollars, to them agreed hereby to be paid by the party of the second part, the receipt of five dollars of which is hereby acknowledged, and the delivery by the said second party to the said first party within sixty days from this date the further amount of twenty-three thousand five hundred dollars in paid-up capital stock of a corporation to be by said second party organized and incorporated, capital stock $120,000.00, to be known as the 'Marion Electric Company,' the said first party hereby agrees to sell, transfer, convey, and deliver with good and perfect title, free from liens and incumbrances, to said second party, the electric lighting and power plant now owned by said first party, located at Marion, Ind., with all the engines, boilers, machinery, poles, lines, cables, appliances, and apparatus thereto belonging, together with all rights of way, gas rights, etc., and including the following described real estate, with the buildings and fixtures erected thereon, to wit: All that part of lot No. twenty (20), in White's Second addition to the town (now city) of Marion, which lies east of Boot's I creek; also south half of lot No. nineteen (19), in White's Second addition to the town (now city) of Marion, Grant county, Indiana. Said deed of conveyance to be executed by said first party within five days from this date, and placed in escrow with the Marion Bank, in Marion, Indiana, to be delivered by said bank to said second party upon their payment and delivery to said bank, for said first party, within sixty days from this date, the stock above mentioned; and said second party upon their part agree to make said payment of cash within ten days, and said delivery to said bank within the time above mentioned, both cash and stock, or report to first parties within five days their inability to accept first parties' offer. In witness whereof the parties hereto have set their to remain there until the evening of that day, when appellant stated he would call for him. Ample time and opportunity, under the circumstances, were afforded appellant to have proceeded in the arrest of appellee in an orderly way by taking him before a justice of the peace or the mayor of the city for the purpose of being charged with the alleged crime. This he failed and neglected to do. There is evidence to show that appellant's purpose in detaining appellee and threatening to lock him up as he did was to extort a confession from him in respect to the larceny. It cannot be successfully controverted, under the evidence, but what appellee is shown to have been placed under arrest by appellant, and subjected to his commands and movements during all the time he had him in charge. He was not permitted to go or move at his own free will or volition, for it is evident that whatever consent he may have given to go with appellant was enforced by the latter. If the jury believed the testimony of appellee and the witnesses who testified in his behalf, they were fully warranted in assessing the damages which they did. Wounded pride, humiliation, and mortification resulting from the public arrest are proper elements that may be taken into consideration in assessing damages in cases of this character. The spirit and conduct of appellant at the time he made the arrest were matters that the jury, under the evidence, had, and no doubt did, inquire into, and gave the same consideration. They probably found, as there is evidence to justify such finding, that there were unwarranted insults offered to appellee on the part of appellant; also oppression on his part, and a reckless disregard, under the circumstances, of appellee's rights as a citizen. Appellee, as the evidence discloses, was subjected to repeated "quizzing," and was virtually branded by appellant, in the presence of others, as a thief; and when he, a mere boy, protested his innocence in regard to the charge, appellant called him a liar. Under these circumstances the jury may have, and possibly did, inflict "smart money" or exemplary damages, as jurors have the right to do in cases of false imprisonment when the facts justify. Farman v. Lauman, 73 Ind. 568. Such damages do not necessarily, as claimed by counsel for appellant, depend alone upon malice on the part of the wrongdoer, but they may be rightfully awarded when the wrongful act is willfully done in a wanton or oppressive manner, or done in the reckless disregard of the rights of the complaining party. This court, upon a charge of excessive damages, will not interfere with the verdict of the jury, unless the damages assessed are so large as to induce the belief that they resulted from passion or prejudice, and are not the result of the jurors' deliberate judgment upon the evidence. The act and conduct of appellant in threatening appellee with imprisonment in jail, and in subjecting him to what is commonly known as the "sweating process," for the purpose of BURK et al. v. MEAD et al. (Supreme Court of Indiana. Oct. 9, 1902.) SPECIFIC PERFORMANCE-CONTRACT TO CONVEY LAND-MUTUALITY-CERTAINTY - STATUTE OF FRAUDS-MEMORANDUM-SIGNINGSUFFICIENCY-PLEADING CONDITION PRECEDENT PERFORMANCE ALLEGATION CORPORATIONS — ORGANIZATION POWERS -INCIDENTAL POWERS-OBJECTIONS-WAIVER-STOCK SUBSCRIPTIONS — SUBSCRIPTION ΤΟ ENTIRE CAPITAL — CONDITION PRECEDENT. 1. Under Burns' Rev. St. 1901, § 6629, requiring a promise, contract, or agreement within the statute of frauds, or some memorandum or note therefor, to be in writing, and to be signed by the party to be charged therefor, a contract for the conveyance of land in consideration of the promisee's agreement to pay a certain amount, was sufficient as to the promisors, if signed by them. 2. A contract in writing to sell real estate to a corporation to be formed, in consideration of a certain sum agreed on, a part thereof in cash and the balance in stock of the corporation, was not invalid for want of mutuality. 3. A decree of specific performance will not be granted where the contract is not certain as to plaintiff's duty, unless such uncertainty consists of terms which are necessarily implied by law as a component part of the contract. 4. Under Burns' Rev. St. 1901, § 6630, declaring that the consideration of any promise, contract, or agreement within the statute of frauds need not be set forth in writing, but may be proved, where the contract states the consideration indefinitely, parol evidence is admissible to relieve the ambiguity. 5. Where specific performance of a contract was prayed, and it could not be determined from the contract itself, which was for the organization of a corporation and for a subscription of stock therein, what kind of business the corporation was organized to conduct and where such business was to be conducted, a paragraph of the complaint failing to allege such matters was insufficient. 6. Where, in an action for specific performance of a contract to convey land to a corporation to be formed, the contract authorized plaintiffs, in lieu of a deposit of the stock and a payment of the money required, to report within five days their inability to accept the offer, and the complaint contained only a mere general averment of performance by plaintiff of conditions precedent on his part, the complaint was insufficient, since, without an allegation that plaintiff had accepted the proposition, the alleged performance might have related to their option to report their inability to accept the offer. 7. In an action to compel specific performance of a contract to convey land, and in consideration accept stock in a corporation to be formed, the contract did not describe the kind of a corporation to be organized, the complaint alleging the organization of a corporation, but failing to allege that the corporation organized was the kind of a corporation agreed on be tween the parties was insufficient. 8. A corporation was organized for the purpose of manufacturing, storing, selling, deliv ering, and distributing electricity for light, heat, power, and all such other chemical and mechanical purposes as electricity can be applied to, and for the purpose of manufacturing and selling all kinds of electrical appliances, apparatus, and supplies. Held that, since the manufacture of electrical appliances, apparatus, and supplies is not a business incidental to the generation and sale of electricity, the powers of the corporation were broader than authorized by Burns' Rev. St. 1901, § 5051 et seq., and hence the organization did not become a de jure corporation. 9. In an action to compel specific performance of a contract to convey land in consideration of stock to be issued to the vendor on the organization of a corporation, the nature of which was not set out in the contract, an allegation that, after repeated conferences, defendants, with full knowledge of all the facts, and in contemplation thereof, and the proposed organization of the company, signed and executed a contract, was not a sufficient allegation of the nature of the corporation agreed on. 10. Burns' Rev. St. 1901, § 373, authorizing the pleading of performance of conditions precedent by a general averment, does not authorize such pleading where it appears affirmatively that the only performance was a tender of performance. 11. Where a written contract was so uncertain that, without the aid of parol evidence, it was unenforceable, an allegation in the complaint for a specific performance that on tender of performance defendants made only one objection relating to the control and management of the corporation, with reference to which the contract was made, did not relieve the plaintiff from pleading extraneous facts necessary to support the contract. on the ground that by making a specific objection all others were waived. 12. Where a contract provided for the sale of land, to be paid for in stock of a corporation to be organized, and the complaint in an action for specific performance alleged organization of the corporation, and showed on its face that all the capital stock of the corporation was not subscribed, and contained no offer to subscribe for all the stock, it was insufficient, the subscription of the whole stock being a condition precedent to the enforcement of the executory agreement to take stock. 13. In an action to compel specific performance of the contract to take stock in a corporation to be formed, the complaint alleged the formation of a corporation, which did not come into existence as a de jure corporation because some of the powers were unauthorized, and alleged that defendant, with full knowledge of all the facts, and in contemplation thereof, executed the contract, and that the corporation was duly formed and incorporated under and pursuant to the laws of Indiana for the objects and purposes contemplated aforesaid and as provided by the agreement. Held, that the pleading referred to the organization of a corporation for the objects set out, and that the allegation that the corporation was incorporated for such objects in all respects under and pursuant to the laws of Indiana was controlled by the prior allegation, and hence the pleading did not allege the existence of a de jure corporation. as Appeal from circuit court, Wabash county; H. B. Shively, Judge. Action by Benjamine F. Burk and others against Merrill C. Mead and others for the specific performance of a contract. Judgment for defendants, and plaintiffs appeal. Transferred from appellate court, under Acts 1901, p. 590 (Burns' Rev. St. 1901, § 1337u). Affirmed. G. A. Henry, P. H. Elliott, M. E. Forkner, and A. H. Plummer, for appellants. Carroll 64 N.E.-56 & Dean and Cantwell & Simmons, for appellees. GILLETT, J. The appellants filed their complaint, in five paragraphs, to obtain a decree for the specific performance of a contract by appellees. The latter successfully demurred to each paragraph of the complaint. A decree followed that appellants take nothing by their suit, and the latter assign errors, based on said rulings on de murrer. Each paragraph of the complaint sets out, either in the body of the paragraph or as an exhibit thereto, a writing that it is alleged that appellees executed to appellants. The following is a copy of said writing: “Marion, Indiana, May 13, 1899. This agreement, made and entered into this 13th day of May, 1899, by and between M. C. Mead & Co., of Marion, Indiana, party of the first part, and Benjamin F. Burk and Wm. H. Anderson, party of the second part, witnesseth: That the party of the first part, for and in consideration of the sum of twenty-five thousand dollars, to them agreed hereby to be paid by the party of the second part, the receipt of five dollars of which is hereby acknowledged, and the delivery by the said second party to the said first party within sixty days from this date the further amount of twenty-three thousand five hundred dollars in paid-up capital stock of a corporation to be by said second party organized and incorporated, capital stock $120,000.00, to be known as the 'Marion Electric Company,' the said first party hereby agrees to sell, transfer, convey, and deliver with good and perfect title, free from liens and incumbrances, to said second party, the electric lighting and power plant now owned by said first party, located at Marion, Ind., with all the engines, boilers, machinery, poles, lines, cables, appliances, and apparatus thereto belonging, together with all rights of way, gas rights, etc., and including the following described real estate, with the buildings and fixtures erected thereon, to wit: All that part of lot No. twenty (20), in White's Second addition to the town (now city) of Marion, which lies east of Boot's creek; also south half of lot No. nineteen (19), in White's Second addition to the town (now city) of Marion, Grant county, Indiana. Said deed of conveyance to be executed by said first party within five days from this date, and placed in escrow with the Marion Bank, in Marion, Indiana, to be delivered by said bank to said second party upon their payment and delivery to said bank, for said first party, within sixty days from this date, the stock above mentioned; and said second party upon their part agree to make said payment of cash within ten days, and said delivery to said bank within the time above mentioned, both cash and stock, or report to first parties within five days their inability to accept first parties' offer. In witness whereof the parties hereto have set their |