poration shall be the Duluth Club, and the general object and business of said corporation shall be to promote social intercourse among its members, and to provide for them the convenience of a clubhouse."

After the club was organized it purchased a building, obtained a ground lease, and, in order to make the building suitable for a clubhouse and furnish the same, it incurred the debts for which the two assessments above referred to were made and levied. Each member had an equal interest in the clubhouse and its furnishings. No stock was provided for, or issued by, the corporation, and in 1895 it became insolvent, and unable to pay its debts from the dues received from its members, and, in order to pay off its outstanding obligations, a meeting was called for the purpose set forth in the complaint, and at said meeting, held October 15, 1895, each member was, by a unanimous vote of said club, assessed ten dollars, half thereof payable November 1, 1895, and the other half December 1, 1895; provided, however, that any member furnishing a new member to the corporation previous to January, 1896, should be deemed to have paid said assessment. Subsequently, on February 3, 1896, the club had a meeting, and voted to go into voluntary liquidation, and authorized the directors to dispose of the effects of the club, and, if the consideration received was insufficient to pay its debts, the directors were further authorized to make such further assessment on the members pro rata as should be necessary to pay the debts of said club. The effects of said club were accordingly disposed of, but another assessment was necessary to pay said debts, and accordingly the directors, on January 14, 1897, passed a resolution as follows, viz.: "That an assessment of twenty-five dollars be levied upon each member of said corporation, payable January 26, 1897," and authorized suit to be commenced against each member in case of his default to pay said assessment, said assessment being necessary by reason of the existing indebtedness of said club. Defendant paid no part of the assessment, and suit was brought against him to recover the said assessment, amounting to thirty-five dollars. The complaint was demurred to, the demurrer sustained, and plaintiff brings this appeal.

256

We are of the opinion that the demurrer was well taken, and the order sustaining it should be affirmed. There is nothing in the complaint to show what kind of a corporation it is, except that it was organized as a social club. There was no stock, no shareholders, and it does not appear that it was authorized

to have any capital stock. It did not have a constitution, bylaws, or any articles providing that any member might be assessed for debts of the corporation, and we find no statute authorizing such assessment as that sued upon in this action. The defendant did not contract to pay any such assessment, and the debts were contracted with the corporation, not with defendant. The creditors are not seeking to enforce a liability against defendant, but it is the corporation bringing suit against one of its own members, who is not even a stockholder in the insolvent concern. Of course, the extent of his liability is measured by the extent of the obligation he enters into.

"Very clearly, a corporation has not power, as incident to it, to assess for its own use a sum of money on the corporators, and compel them, by action at law, to the payment of it. The power must be derived from an express promise or from statute": Angell and Ames on Corporations, 11th ed., sec. 544, and cases there cited. See, also, Minneapolis Harvester Works v. Libby, 24 Minn. 327. The resolutions of the plaintiff to levy the assessments against the defendant, not being within the powers of the corporation, were illegal, and hence are of no effect.

Order affirmed.

CORPORATIONS-POWER TO LEVY ASSESSMENTS.-One who subscribes to the capital stock of a corporation is liable for an assessment upon his subscription without an express promise on his part: Windsor Electric Light Co. v. Tandy, 66 Vt. 248, 44 Am. St. Rep. 838. Directors of corporations have power to make calls or assessments on the corporate stock without showing that they are made for a corporate purpose, or that the business of the corporation required them to be made and paid, and this whether the statute confers such power, or whether it is entirely silent on the subject: Budd v. Multnomah St. Ry. Co., 15 Or. 413, 3 Am. St. Rep. 169.

BOELTER V. KLOSSNER.

[74 MINNESOTA, 272.]

EXEMPTIONS-WIFE, WHEN ENTITLED TO.-If a husband and wife are supporting themselves and their children by their joint labors in cultivating the wife's farm and caring for the household, and neither of them has any other farm or grain, either has a legal right to claim from the grain or provisions so raised on her farm an amount necessary for the support of the family for one year under the provisions of a statute exempting from attachment or final process "the provisions for the debtor and his family necessary for one year's support, either provided or growing.”

E. H. Huebner, for the appellants.

W. H. Leeman, for the respondent.

272 START, C. J. This action was brought to recover from the defendants the value of certain wheat claimed by the plaintiff as exempt from sale on execution, but which was levied upon and carried away by the defendant Osberg as constable, at the instance of the defendant Klossner, by virtue of an execution issued on a judgment in his favor against the plaintiff. Verdict for the plaintiff, and the defendants appealed from an order denying their motion for a new trial.

The plaintiff claimed the wheat as exempt under the provisions of the General Statutes of 1894, section 5459, subdivision 7, which are to the effect that "the provisions for the debtor and his family necessary for one year's support, either provided or growing," shall not be liable to attachment or sale on any final process issued from any court in this state. The only question on this appeal is whether the wheat was so exempt. The defendants' contention is that she was not entitled to any exemption of provisions for the support of herself and family because she was a married woman, living at the time of the seizure 273 with her husband, whose legal duty it was to provide for his wife and family.

This exemption is not in favor of the head of the family, but in favor of the debtor, and is intended to protect the family, and must be liberally construed, so as to effectuate its humane purpose. Where husband and wife are living together, and both have provisions which may be appropriated for the support of the family, the wife is not entitled to the exemption, nor in a case where the husband alone is supporting the family, for in such case there would be no necessity to appropriate any provisions owned by her to the support of the family. But such

is not this case. The undisputed evidence shows that the plaintiff's family, at the time of the levy, consisted of herself, husband, and seven children, and that they were living as one family on her farm; that the husband had no farm or grain and that his occupation was performing the labor, with the assistance of a minor son, necessary to carry on the farm and raise the crops. The necessary inference from the evidence is that the husband and wife were supporting the family by their joint labors in cultivating her farm and caring for the household, and that neither of them had any other farm or wheat. Under the special facts of this case, we hold that either the wife or the husband had a legal right to claim, as exempt from the provisions so raised on her farm, an amount necessary for the support of the family for one year.

Order affirmed.

LAWS EXEMPTING PROPERTY FROM SALE UNDER EXECUTION should be liberally construed to carry into effect the purposes for which they were enacted: Equitable Life Assur. Soc. v. Goode, 101 Iowa, 160, 63 Am. St. Rep. 378. Such laws apply to all persons who support themselves and families by the labor of their hands: Note to Millington v. Laurer, 48 Am. St. Rep. 390. As to who may claim the benefit of exemption laws, see note to Rockwell v. Hubbell, 45 Am. Dec. 254.

EXEMPTIONS-GRAIN AND PROVISIONS.-Under a statute exempting from execution grain and provisions necessary for the support of the debtor and his family for one year, he is entitled only to the grain necessary for food of himself and family for that time, and not an amount of grain sufficient, in the absence of other property, to support him and them for a year: George v. Hunter, 48 Kan, 651, 30 Am. St. Rep. 325.

ABBOTT V. Moldestad.

[74 MINNESOTA, 293.]

SPECIFIC PERFORMANCE OF CONTRACT TO PAY THE PURCHASE MONEY.-If parties make a mutual executory contract for the sale of land, the vendor agreeing to convey and the vendee to pay the purchase price, equity regards the vendee as the beneficial owner of the land, though he has not paid the purchase price. Hence, in such case, the vendor may proceed to enforce specific perormance by a suit wherein the vendee's equitable estate under the contract may be sold in pursuance of the decree.

SPECIFIC PERFORMANCE-DISCRETION OF COURT.Although a court may, in the exercise of a sound discretion, grant or withhold a decree for the specific performance of an executory contract for the sale and conveyance of land, this discretion is not arbitrary or capricious, but judicial, and if the contract has been

entered into by competent parties, and is equitable and not objectionable in its nature and the circumstances surrounding it, specific performance is a matter of right.

Baldwin & Patterson and Palmer & Beek, for the appellants.

A. C. Dolliff, for the respondents.

296 BUCK, J. On September 15, 1891, the plaintiffs' testator, Henry G. Abbott, as party of the first part, entered into an executory contract with the defendant Ole O. Moldestad, as party of the second part, substantially as follows:

1. Abbott, in consideration of the covenants and agreements of Moldestad, sold and agreed to convey by warranty deed to the latter the north half of the southwest quarter of section 4 in township 113, of range 36 west, containing eighty acres of land.

2. Moldestad, as consideration for the conveyance of said premises, agreed to pay Abbott the sum of eight hundred and eighty dollars, as follows: Eighty dollars down; one hundred dollars November 1, 1892; two hundred dollars November 1, 1893; two hundred dollars November 1, 1894; three hundred dollars November 1, 1895-with interest at eight per cent per annum, payable November 1, 1892, and annually thereafter, according to the conditions of four promissory notes, and to pay all taxes or assessments that thereafter might be levied or assessed upon said premises.

3. Time was made the essence of the contract, and if Moldestad 207 made default in any of the payments of interest or taxes, or any of the covenants in the contract, the same was to be void, at the election of Abbott; but, until such default, Moldestad was to have possession of the premises. The covenants in the contract were to run with the land, and mutually bind the heirs, executors, administrators, and assigns of the respective parties.

During the years 1892, 1893, 1894, and 1895, taxes were levied on said land, which, with interest on the same, amounted to fifty-nine dollars and fifty-five cents, which Moldestad failed to pay, and plaintiffs were compelled to pay the same. The defendants paid the eighty dollars down, took possession of the land, cropped it during the years 1893, 1894, 1895, and part of it in 1896, but never made any further payments of the purchase price.

The real value of the land does not appear, but there is no claim that there was any fraud, deceit, or mistake in regard to its value or condition, and this question need not be considered.