CONSTITUTIONAL LAW.
1. Due process of law; effect of erroneous decision to deny.
When parties have been fully heard in the regular course of judicial
proceedings an erroneous decision does not deprive the unsuccessful
party of his property without due process of law within the meaning
of the Fourteenth Amendment. Bonner v. Gorman, 86.
2. Due process of law; quare as to application of provision of Fourteenth
Amendment.
Quare, and not decided, whether the due process provision of the Four-
teenth Amendment in itself forbids a State from putting one of its
citizens in second jeopardy. Keerl v. Montana, 135.
See INTERSTATE COMMERCE, 5.
Equal protection of the law. See INTERSTATE COMMERCE, 6.
3. Judicial powers of United States. What amounts to suit against State
within inhibition of Eleventh Amendment.
Purchases made by state officers of supplies for business carried on by
the State are made by the State, and suits by the vendors against
the state officers carrying on or winding up the business are suits
against the State and, under the Eleventh Amendment, beyond the
jurisdiction of the Federal courts; and so held as to suits against
commissioners to wind up the State Liquor Dispensary of South
Carolina. Murray v. Wilson Distilling Co., 151.
A bill in equity to compel specific performance of a contract between
an individual and a State cannot, against the objection of the State,
be maintained in the Federal courts. (Christian v. Atlantic &
N. C. R. R., 133 U. S. 233.) Ib.
5. Legislative powers of Congress. Full faith and credit to acts, etc., of
Territories.
Under the provisions of the Constitution which declare the supremacy
of the National Government, Congress has power to enact, as it has
done by §§ 905, 906, Rev. Stat., that the same faith and credit be
given in the courts of the States and Territories to public acts,
records, and judicial proceedings of the Territories as are given to
those of the States under Art. IV, § 1 of the Constitution. (Embry
v. Palmer, 107 U. S. 3.) Atchison, Topeka & Santa Fe Ry. Co. v.
Sowers, 55.
See INTERSTATE COMMERCE, 6.
6. Personal rights; double jeopardy; mistrial resulting from disagreement of
jury not ground for plea of.
Where a state court has the right to discharge the jury if it satisfactorily
appear after a reasonable time that a disagreement is probable, and
the state court so finds after the jury has been out for twenty-four
hours, and discharges the jury, the result is a mistrial and the ac-
cused cannot on a subsequent trial interpose the plea of once in
jeopardy by reason thereof, United States v. Perez, 9 Wheat. 579;
and so held in regard to a trial in Montana where the jury had been
discharged under § 2125, Penal Code of that State.
Keerl v.
Montana, 135.
7. States; exemption from suit in Federal courts.
The consent of a State to be sued in its own courts by a creditor does
not give that creditor the right to sue in a Federal court. (Chandler
v. Dix, 194 U. S. 590.) Murray v. Wilson Distilling Co., 151.
Although by engaging in business a State may not avoid a preëxisting
right of the Federal Government to tax that business, the State
VOL. CCXIII-31
does not thereby lose the exemption from suit under the Eleventh
Amendment. South Carolina v. United States, 199 U. S. 437,
tinguished. Ib.
9. States; taxing power; warehouse receipts for exported goods exempt from.
Where goods are exempt from the taxing power of the State under the
Constitution of the United States because not within the State, the
protection of the Constitution extends to warehouse receipts for
those goods locally present within the State; and this rule applied
to whiskey in a foreign country, warehouse receipts for which were
held by a person in Kentucky and sought to be taxed as personal
property at owner's domicil. Selliger v. Kentucky, 200.
10. States; police power reserved to.
Speaking generally, the police power is reserved to the States and there
is no grant thereof to Congress in the Constitution. Keller v.
United States, 138.
11. States; powers reserved to; Federal legislation invalid as within. Im-
migration Act of 1907 construed.
That portion of the act of February 20, 1907, c. 1134, 34 Stat. 898, which
makes it a felony to harbor alien prostitutes held, unconstitutional
as to one harboring such a prostitute without knowledge of her
alienage or in connection with her coming into the United States,
as a regulation of a matter within the police power reserved to the
State and not within any power delegated to Congress by the Con-
stitution. Ib.
CONSTRUCTION.
See CONTRACTS, 1, 2, 3;
STATUTES, A.
1. Construction; consideration of circumstances surrounding parties at
time of making.
The object of construction of a contract is to effectuate the intention
of the parties in making it; and it should be interpreted in the light
of the circumstances surrounding the parties at the time when it
was made. Sand Filtration Corporation v. Cowardin, 360.
2. Construction; when cotemporaneous contracts not construed together.
Although contracts relating to the same subject may be dated the same
day they need not be construed together as one instrument if all the
parties to both are not in privity. Ib.
3. Construction of agreement to pay a sum out of profits.
An agreement to pay a sum out of profits of a contract held, in this case,
not to depend on whether profits were or were not realized by a sub-
contractor but only on whether such profits were realized by the
party making the contract. Ib.
4. Avoidance; concealment by one party from the other, of material facts,
as ground for.
Where there is a duty on a party to a contract, acting in good faith, to
disclose material facts within his exclusive knowledge to the other
party, concealment of those facts is equivalent to misrepresentation
and ground for avoiding the contract; this is a rule of common law,
and also of the Spanish law before the adoption of the Philippine
Civil Code; and, under §§ 1261-1269 of the Civil Code of the Philip-
pine Islands, a contract obtained under such circumstances can be
avoided by the party whose consent would not have been given had
he known the facts within the knowledge of the other party.
Strong v. Repide, 419.
See CONSTITUTIONAL LAW, 4;
INSURANCE COMPANIES, 3.
1. Directors-Right of director to acquire shares from one kept in ignorance
of conditions affecting value.
A director upon whose action the value of the shares depends cannot
avail of his knowledge of what his own action will be to acquire
shares from those whom he intentionally keeps in ignorance of his
expected action and the resulting value of the shares. Strong v.
Repide, 419.
2. Directors; duty of one purchasing shares from shareholder to disclose
knowledge affecting value.
Even though a director may not be under the obligation of a fiduciary
nature to disclose to a shareholder his knowledge affecting the value
of the shares, that duty may exist in special cases, and did exist
upon the facts in this case. Ib.
3. Directors; violation of duty by one purchasing shares from shareholders
in concealing exclusive knowledge affecting value. Avoidance of sale
for deceit.
In this case the facts clearly indicate that a director of a corporation
owning friar lands in the Philippine Islands, and who controlled
the action of the corporation, had so concealed his exclusive knowl-
edge of the impending sale to the Government from a shareholder
from whom he purchased, through an agent, shares in the corpora-
tion, that the concealment was in violation of his duty as a director
to disclose such knowledge and amounted to deceit sufficient to
avoid the sale; and, under such circumstances, it was immaterial
whether the shareholder's agent did or did not have power to sell
the stock. Ib.
4. Directors; right to acquire shares of stock entrusted to them.
The expressed prohibitions in § 1459 of the Spanish Civil Code against
directors of corporations acquiring shares of stock entrusted to
them do not apply to purchases from others. Ib.
An expressed prohibition against directors acquiring shares held by
themselves in a fiduciary capacity does not refer to purchases by
directors of shares from others, or so limit the prohibitions against
purchases of stock by directors that a sale to one cannot be avoided
by his deceit in not disclosing material facts within his exclusive
knowledge. Ib.
6. Stockholders' right to protect corporation where directory derelict—Effect
of equity rule No. 94.
Equity rule No. 94, which is intended to secure the Federal courts from
imposition upon their jurisdiction, recognizes the right of the corpo-
rate directory to corporate control, and expresses primarily the con-
ditions which must precede the right of the stockholders to protect
the corporation in cases where the directory is derelict; but the re-
quirements of the rule may be dispensed with where they do not
apply by reason of antagonism between the directory and the
corporate interest. Delaware & Hudson Co. v. Albany & Susque-
hanna R. R. Co., 435.
Equity rule No. 94 is intended to have a practical application and it
does not apply where the corporate interests can only be protected
by a suit, which, if successful, would be detrimental to all the
directors in other capacities. Ib.
8. Stockholders; suit by; resort to directory and stockholders' meeting as
conditions precedent.
Where, as in this case, stockholders of a lessor corporation sued, for its
benefit, the lessee corporation, the directors of the two corporations
being almost identical and the lessee corporation also owning, or
holding the voting power, of sufficient stock of the lessor corpora-
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