3. CIVIL DEATH IMPORTS A DEPRIVATION of all rights whose exercise, or enjoyment, depends upon some provision of posttive law. (Estate of Donnelly, 62.)

CLOUD ON TITLE.

See Husband and Wife, 1.

COLLATERAL ATTACK.
Bee Judgments, 3; Trusts, 13.

COLLATERAL SECURITY.

See Negotiable Instruments, 10

CONFESSIONS.

See Evidence, 1-5.

CONFLICT OF LAWS.

1. CONFLICT OF LAWS-PLACE OF CONTRACT. — Where a building and loan association, incorporated and having its principal place of business in one state, loans money to a resident of another state, secured by a mortgage on his real property therein, who executes a promissory note, which stipulates that it is understood to be made with reference to the laws of the former state, such stipulation is valid, and the transaction cannot be declared usurious when it is not so by the laws of the state wherein the association was incorporated. (Hale v. Cairns, 746.)

2. CONFLICT OF LAWS-ACTION FOR INJURY OCCURRING ON THE LORD'S DAY-DEFENSE.-If a person is prohibited, by statute, from recovering damages for an injury, caused by the negligence of another, to his person or team, while traveling, in one state, for pleasure, on the Lord's day, that is a good defense to an action brought in another state for such injury. (Beacham v. Proprietors etc., 607.)

3. CONFLICT OF LAWS-LEX LOCI AND LEX FORI.-If there is a conflict between the lex loci and the lex fori, the former governs in torts the same as in contracts, in respect to the legal effect and incidents of acts. (Beacham v. Pr prietors etc., 607.)

See Adoption; Descent, 2; Insolvency; Insurance, 36.

CONSTITUTIONS.

1. CONSTITUTIONS-UNUSUAL PUNISHMENTS.-ARTICLE 8 of the amendments to the constitution of the United States, relating to cruel or unusual punishments, does not apply to the states. (McDonald v. Commonwealth, 293.)

2.

CONSTITUTIONS.-ARTICLE 6 OF THE AMENDMENTS to the constitution of the United States does not apply to the states or to proceedings in state courts. (McDonald v. Commonwealth, 293.)

3. CONSTITUTIONAL LAW.-THE EQUAL PROTECTION OF THE LAW GUARANTEED BY THE FOURTEENTH AMENDMENT of the constitution of the United States does not require that every person in the land shall possess the same rights and privileges as every other person. The amendment contemplates classes of persons, and the protection is deemed equal if all persons in the same class are treated alike under like circumstances and conditions. The classification must, however, be based upon reasonable grounds. (State v. Broadbelt, 201.)

4. CONSTITUTIONAL LAW-IMPRISONMENT FOR DEBT-
COSTS IN CRIMINAL CASES.-The words, "imprisoned for debt,"
in a state constitution, which provides that no person shall ever
be imprisoned for debt, do not apply to criminal proceedings.
Hence, as the costs in a criminal case, due to officers, are not a
debt, but a part and parcel of the judgment, their payment may
be legally enforced in the same way as the fine itself, that is by
imprisonment, or otherwise, as provided by statute, without vio-
lating the constitutional prohibition against imprisonment for debt.
(Ex parte Mann, 961.)

CONTEMPT.

CONTEMPT.-IMPRISONMENT FOR CONTEMPT IS NOT
IN ANY JUST SENSE A PUNISHMENT; the object of such pro-
ceedings is to compel obedience on the part of the defendant to the
decree of the court, and not to punish him as for a crime or a viola-
tion of law. (Frankel v. Frankel, 266.)

1.

See Judgments, 10; Pardons, 12.

CONTRACTS.

CONTRACTS-CONSTRUCTION-DUTY

OF COURT.-In
the construction of contracts where there is no ambiguity, it is the
duty of the court to determine their meaning, and where the terms
and language of a contract are not disputed, its legal effect is a
question of law to be determined by the court. (Sattler v. Hallock,
686.)

2. CONTRACTS - CONSTRUCTION - AMBIGUITY - INTER-
PRETATION BY PARTIES.-The construction of a contract is as
much a part of it as anything else, and its interpretation by the
parties is a consideration of importance. If a contract is indefinite
or ambiguous, resort may be had to the surrounding facts and cir-
cumstances as they existed when it was made, to aid in its inter-
pretation, and the practical construction given to it by the parties
may also be considered. (Sattler v. Hallock, 686.)

OF PAR-

3. CONTRACTS-CONSTRUCTION-INTENTION
TIES.-It is always the duty of a court, in construing a written
contract, to ascertain, if possible, the intention of the parties; and,
in order to determine its proper construction, resort must be had
to the contract as a whole, and effect must be given to every clause
and part thereof, when it can be done without violence. (Sattler v.
Hallock, 686.)

4.

CONTRACTS-REPUGNANT CLAUSES.-Where the writ-
ten and printed portions of a contract are repugnant to each other,
the printed form must yield to the deliberate written expression.
(Commonwealth etc. Co. v. Ellis, 816.)

5.

CONTRACTS-GAMBLING-WHEN NOT.-A PURCHASE
OF STOCK for speculation, made in good faith and contemplating
actual delivery, is not a gambling transaction, and delivery may be
postponed or made to depend on a future condition, and the stock
carried on margin or otherwise in the meanwhile, without affecting
the legality of the operation. (Estate of Taylor, 812.)

6. CONTRACTS-GAMBLING-SALE OF STOCK.-An agree-
ment for an actual sale and purchase of stock will make the trans-
action valid, though it originated in an intention merely to wager.
(Estate of Taylor, 812.)

7. CONTRACTS-GAMBLING-DEALING IN STOCKS.-A
purchase of stock for speculation is a mere wager on the rise and
fall of prices, and hence a gambling transaction, if there was not,

under any circumstances, to be a delivery as part of and completing a purchase. (Estate of Taylor, 812.)

S.

CONTRACTS—PENALTY FOR ACT-ILLEGALITY.—When a statute pronounces a penalty for an act, a contract founded on such act is void, although the statute does not pronounce it void, nor expressly prohibit it. (Berka v. Woodward, 31.)

9. CONTRACTS IN RESTRAINT OF TRADE are not favored in law, and are not to be extended by construction beyond the fair and natural import of the language used. (Saddlery etc. Co. v. Hillsborough, 569.)

10.

CONTRACTS-RESTRAINT OF TRADE AGREEMENT NOT TO SELL-TERMINATION OF.-If one sells goods, such as blankets, a stipulation in the agreement that the vendor will not sell like goods to anyone else in a certain locality, with no limitation as to time, terminates after the vendee has had a reasonable opportunity to dispose of the goods so purchased, in the usual course of trade. (Saddlery etc. Co. v. Hillsborough, 569.)

11. CONTRACT TO PREVENT CRIMINAL PROSECUTION IS VOID.-Instruments executed by a married woman, such as a promissory note, with a mortgage on real estate to secure it, and a chattel mortgage upon her household furniture and other personal property, the sole consideration of which is to prevent a criminal prosecution against her husband, are void. (Davis v. Smith, 584.)

12. CONTRACTS - VALIDITY - FORBIDDEN CONTRACTS INCLUDE IMPLIED CONTRACTS.-When a contract is expressly prohibited by law, no court will entertain an action upon it, or upon any asserted rights growing out of it, and this rule applies to implied as well as to express contracts. (Berka v. Woodward, 31.)

13. CONTRACTS OF PUBLIC OFFICERS RECOVERY UPON A QUANTUM MERUIT OR QUANTUM VALEBAT.—In cases where the contracts of public officers, with their counties or municipalities, have not been expressly forbidden by law, the demands of public policy are sometimes held to be satisfied by allowing the officer to recover, not according to the terms of his contract, but upon a quantum meruit or quantum valebat. This, however, is not true where the contract is malum in se, or is against the express prohibition of the law, as the law will not imply a promise to pay for benefits received under a contract expressly prohibited by law. (Berka v. Woodward, 31.)

See Conflict of Laws, 1; Guaranty, 1, 4; Husband and Wife, 2, 3; Infants, 8; Insurance, 5, 44; Limitation of Actions; Municipal Corporations, 5; Pleading, 2; Specific Performance, 2.

CONVERSION.

See Bailments, 3; Receivers, 2, 8.

CORPORATIONS.

· 1. CORPORATIONS-RIGHT OF MEMBERS TO MAINTAIN SUITS AGAINST.--The rule that a corporation, by its officers, is the proper party to maintain an action to protect its property and maintain its rights, and that, until the corporation refuses, or is unable, individuals have no right to litigate for it, has no application when the officers of the corporation are engaged in perpetrating a fraud upon its members and grossly mismanaging its affairs. In such case, individual members may maintain an action against the corporation and its officers. (Pencille v. State Farmers' etc. Ins. Co., 326.)

2. CORPORATIONS-IMPLIED POWER TO LEVY ASSESS-
MENTS.-A corporation has no inherent power to assess for its own
use a sum of money on the corporators, and compel them to pay it.
Such power is derived only from an express promise, or from stat-
ute. (Duluth Club v. Macdonald, 344.)

3.

CORPORATIONS-POWER OF OFFICER TO PROMISE
SALARY.-A corporation is not bound by a promise made by its
treasurer and director to a third party that such third party should
be president at a stated salary, where such promise was never com-
municated to the other directors, and the corporate by-laws do not
provide a salary for the president. (Wood's Sons Co. v. Schaefer,
305.)

4. CORPORATIONS STOCKHOLDER'S LIEN ON INSUR-
ANCE MONEY.-Preferred stockholders holding a statutory lien on
the property of the corporation, upon the destruction of such prop-
erty by fire, have no lien upon the funds realized under policies of
insurance. (Heller v. National Bank, 212.)

-

5. CORPORATIONS-PREFERRED STOCK-PRIORITY. — A
STATUTE giving to preferred stock a "priority over any subse-
quently created mortgage or other encumbrance" gives a priority to
such stock over all unsecured claims which subsequent mortgages,
if created, would have preference over. (Heller v. National Bank,
212.)
6. CORPORATIONS - CAPITAL STOCK WITHDRAWAL.-
No part of the capital stock of a corporation can be withdrawn for
the purpose of repaying the principal of the capital until the debts
of the corporation are satisfied. (Heller v. National Bank, 212.)
7. CORPORATIONS-PREFERRED STOCK-STATUTE-
PUBLIC POLICY.-A statute which authorizes corporations, instead
of issuing bonds secured by mortgage for money borrowed, to issue
preferred stock which "shall be and constitute a lien on the fran-
chises and property of such corporation, and shall have priority
over any subsequently created mortgage or other encumbrance,"
creates a valid lien on franchises and property of the corporation,
and is not against public policy, since public policy in such a case
is what the statute enacts. (Heller v. National Bank, 212.)

---

CORPORATIONS - PREFERRED STOCK STATUTORY
LIEN.-Ordinary preferred stock has no lien on the property of a
corporation. But where a statute plainly gives a lie and prefer-
ence, then such stock is not ordinary preferred stock, though it is
so called and though it possesses many incidents in common with
preferred stock. (Heller v. National Bank, 212.)

STOCK RIGHTS

-

9. CORPORATIONS-PREFERRED
IN.
Calling stock preferred stock does not per se define the rights in
such stock, but these depend on the statute or contract under
which it was issued. (Heller v. National Bank, 212.)

10. CORPORATIONS-PREFERRED STOCKHOLDERS. - As
between creditors and ordinary preferred stockholders, the latter, as
owners of the property of an insolvent corporation, are, upon a
distribution of its assets, entitled to nothing until its creditors are
first fully paid. (Heller v. National Bank, 212.)

11. CORPORATIONS - MANUFACTURING - STOCKHOLD-
ER'S LIEN.-A lien given by statute to preferred stockholders in a
manufacturing corporation upon the property of the corporation does
not attach to articles manufactured for sale. (Heller v. National
Bank, 212.)

OF

12. CORPORATIONS-LIABILITY
PRESIDENT-PAR-
TIES.-Where a president has misappropriated corporate funds to a

AM. ST. REP., VOL. LXXIII.-63

partnership of which he is a member, the other partners are not necessary parties to an action brought by a stockholder against the executor of the president's estate to compel the estate to make good the amount of the misappropriation. (Wineburgh v. United States etc. Co., 261.)

13. CORPORATIONS-LIABILITY OF OFFICER-SURVIVAL OF ACTION.-The liability of an officer of a corporation for misappropriation of corporate property by him while in office survives his death. (Wineburgh v. United States etc. Co., 261.)

14. CORPORATIONS-DOUBLE LIABILITY OF SHAREHOLDERS UPON THEIR GUARANTY.-If some of the stockholders of a corporation personally guarantee the payment of advances made by a bank to the corporation, and do not mention their liability as shareholders, they are answerable, both as guarantors and as stockholders, to the amount of the corporate liability. Liability upon the guaranty does not excuse liability, in any amount, as stockholders; and, while they are not answerable for more than the corporate liability in either or both capacities, yet, where the judgment against them is less than the agreed amount of the corporate liability, it is not material in which capacity it was recovered. (London etc. Bank v. Parrott, 64.)

15. FOREIGN CORPORATIONS. — EQUITY WILL TAKE JURISDICTION of a suit brought by a stockholder against a foreign corporation and the executor of a former president, to compel the estate of such president to make good to the corporation the amount of alleged misappropriations of corporate property by him while in office. (Wineburgh v. United States etc. Co., 261.)

AGAINST

16. CORPORATIONS-INJUNCTION FOREIGN. The courts of a state cannot, by injunction, control the internal management of a corporation which is located beyond the reach of that process. (Condon v. Mutual Reserve Assn., 169.)

17. CORPORATIONS-FOREIGN-JURISDICTION.-A statute providing that lawful process, served upon an agent of a foreign corporation authorized to receive such service, shall be of the same force and validity as if served on the corporation within the state does not confer jurisdiction to regulate the management, the conduct, or the internal government of such foreign corporation. (Condon v. Mutual Reserve Assn., 169.)

MANAGE

18. CORPORATIONS - FOREIGN - INTERNAL MENT.-Where the act complained of affects a party solely in his capacity as a member of the corporation, such action is the management of the internal affairs of the corporation, and, in case of a foreign corporation, the court will not take jurisdiction. (Condon v. Mutual Reserve Assn., 169.)

OVER.

19. CORPORATIONS - FOREIGN-JURISDICTION Where the act of a foreign corporation complained of affects a party's individual rights only, the courts of a state will take jurisdiction. (Condon v. Mutual Reserve Assn., 169.) 20. CORPORATIONS FOREIGN-PLEADING INTERNAL MANAGEMENT.-A complaint, alleging that excessive assessments levied by a foreign insurance company are illegal and void because, the condition of the death fund not demanding that they should be laid, they were made with the fraudulent purpose of forcing the complainant's policy to lapse, states facts relating to the internal management of such foreign corporation, and the courts of this state will not entertain jurisdiction of it. (Condon v. Mutual Reserve Assn., 169.)

CONFERRING

21. CORPORATIONS-FOREIGN-STATUTE JURISDICTION.-A statute making a foreign corporation liable to