has long since been paid. As to it, the transaction is said to be closed. If it had been paid by merely being carried into the other debts, it might deserve a different consideration; but that idea is explicitly reprobated by the repeated answers of Harris, that that debt was wholly unconnected with the sales of stock. Although, therefore, it is possible, and even probable, that these transactions were founded in usurious views on the part of all the parties, we cannot say so upon this record; and, therefore, I concur in opinion that the decree be affirmed. Decree affirmed unanimously.
This case is relied on in Town of Danville v. Sutherlin, 20 Gratt. 563; Brockenbrough v. Spindle, 17 Id. 33. In the last case the court say: “Nothing is better settled in Virginia and elsewhere, than that stock, bonds and notes may be sold like any other property, at any price not above par which may be agreed between the parties. And sales of stock and notes on credit at par when the market price was as much as twenty per cent. below par, have been sustained as lawful by this court."
FOR LESS SUM.-Where there is an agreement upon an adequate considera.
tion to pay a sum certain, the promisor cannot avoid that agreement, by
an agreement to receive a less sum. Seymour v. Minturn, 380.
BY FEME COVERT. A certificate of acknowledgment by a married woman,
to be valid, must show upon its face a substantial compliance with all the
requirements of the statute. Therefore, where the certificate merely
stated that the wife was separately examined, and that the contents of
the deed were made known to her, but did not state that she voluntarily
executed it, it was held insufficient. Evans v. Commonwealth, 711.
DEED PRESUMED TO BE-A deed from a parent to a child in consideration of
love and affection, is presumed to be an advancement. Though this pre-
sumption may be rebutted, yet in a deed of lands from a father to his
son, in consideration of love and affection, the further consideration ex-
pressed of five dollars, will not be sufficient to rebut the presumption.
Hatch v. Straight, 152.
INJURY BY-SCIENTER.-When it appears that the animal doing the injury
complained of was trespassing at the time the damage was occasioned, it
is not necessary to allege or prove a scienter, on the part of the owner, of
the vicious propensity of the animal. Angus v. Radin, 626.
See CONFLICT OF LAWS, 3; CONSTITUTIONAL LAW, 4.
1. DELIVERY BY CARRIER.—It is not a good delivery of goods by a common
carrier by water, for him to leave the articles on the dock, not in the
presence nor with the knowledge of the consignees; and trover will lie
against the carrier for the articles not actually delivered to the con-
signees. Ostrander v. Brown, 211.
2. EVIDENCE OF LOCAL USAGE.-Where the precise place of the delivery of
goods by a carrier is material, it may be proper to allow evidence of a
local usage; but where the question is whether or not the goods were
delivered at all, evidence of usage is inadmissible. Id.
& DELIVERY TO CARTMAN.-A delivery of the goods to a cartman, usually
or always employed by the consignee to transport his goods to the store
from the dock, is not evidence of the delivery to the consignee of the
articles alleged to have been lost, although most of the goods were re-
ceived by the consignee. Id.
4. CARRIER'S DUTY TO SECURE GOODS.-Where the consignee is unable or
refuses to accept the goods, the carrier must secure them in a place of
safety, and will not be justified in leaving them exposed on the wharf.
Id.
5. CONSIGNOR'S LIABILITY FOR FREIGHT.-Goods were shipped with direc-
tions to be delivered to the consignee, he "paying freight for the same,
with primage and average accustomed," according to the bill of lading,
signed by the master who delivered the goods to the consignee, without
receiving the freight, though he afterwards demanded it, and payment
was refused. It was held that the carrier might maintain an action for
the freight against the consignor, as in this case he had the property in
the goods. Barker v. Havens, 393.
1. LEX LOCI CONTRACTUS GOVERNS.-In the construction of a contract, the
laws of the state in which it was entered into are to govern, unless it
appears from its tenor that it was made with a view to the laws of some
other state. Therefore, where a note was given in Canada, payable on
demand, in consideration of an antecedent debt contracted in New York,
of which state both parties to the note were inhabitants, but were at
the time the note was executed and delivered temporarily in Canada, it
was held that the laws of Canada must govern as to the note. Smith v.
Mead, 183.
2 ASSIGNMENT UNDER FOREIGN BANKRUPT LAW.-An assignment under
the bankrupt law of England of all the estate and choses in action of a
bankrupt resident there, passes a debt due by a citizen of this state to
the English bankrupt. And such assignment, if prior in time to an at-
tachment by creditors here of the debt, will have a preference. Holmes
v. Remsen, 581.
8. PERSONAL PROPERTY DISTRIBUTED BY LEX DOMICILII.-The succession to
and distribution of personal property is regulated by the law of the
owner's domicile, and not by the lex loci rei sitæ. It is a principle of in-
ternational law to take notice of and give effect to the title of foreign
assignees. And the assignees of a foreign bankrupt may sue here for
debt due to the bankrupt's estate, either as such assignees, or in the
name of the bankrupt. Id.
See INTEREST, 2; MARRIAGE, 2, 3; PLEADING, 12
1. ACT GRANTING NEW TRIAL.-An act of the legislature awarding a new
trial in an action which has been decided in a court of law is an exercise
of judicial power, and operates retrospectively; it is, therefore, void.
Merrill v. Sherburne, 52.
2. RETROSPECTIVE ACT VOID.-A statute cannot alter the nature and legal
effect of an existing contract, to the prejudice of either party, nor give
to such contract a judicial construction binding on the parties or the
courts. King v. Dedham Bank, 112.
3. ACT EXTENDING EXISTENCE OF CORPORATION.-A statute which provides
for the continuance of all corporations for the term of three years after
the time limited in their charters, for the purpose of closing up their
business, is constitutional. Foster v. Essex Bank, 135.
4. STATE BANKRUPT Law, WHEN VOID.-An act of a state legislature dis-
charging a debtor from all debts previously contracted, upon his surren-
dering his property for the benefit of his creditors, is a law impairing
the obligation of contracts, and is void. Smith v. Ward, 183.
1. PARTLY EXECUTED RESCISSION. -Where one party to a contract has
partly executed it, but has failed to perform the residue, the other can-
not rescind it and recover the money paid thereon. Stevens v. Cushing, 27.
2. ILLEGAL CONSIDERATION.-No assumpsit will lie where the consideration
is illegal. So, if one request or direct another to do an act which, at the
time, he knows to be a trespass, and promise him indemnity, the prom-
ise is void, but not so if he did not know at the time that the act was
unlawful. Coventry v. Barton, 376.
3. ACTION ON ILLEGAL CONTRACT.-Where a contract originates in a trans-
action forbidden by statute, under penalty, though it is not expressly
declared void, no action will lie thereon. Seidenbender v. Charles, 682.
4. MORAL OBLIGATION-INSUFFICIENT CONSIDERATION.-A promise by a son
to indemnify a constable in the sale of goods levied on as the property of
the promisor's father, is not founded on such a moral obligation as will
furnish a sufficient consideration for the promise. Nixon v. Vanhise, 618.
See CONFLICT OF Laws, 1.
FOUNDATION OF.-The doctrine of contribution is not so much founded on
contract as on the principle of equity and justice that where the interest
is common, the burden also should be common; and this principle that
equality of right requires equality of burden, has a more effectual oper-
ation in a court of equity than in a court of law. Campbell v. Mesier, 570.
See PARTY-WALLS.
1. STOCKHOLDER'S LIABILITY.-Where a corporation obtains an act, extend-
ing or otherwise materially changing the objects for which it was origin.
ally incorporated, a stockholder therein, who has not assented to the
change, is not liable for assessments levied to advance such additional
objects. Union Locks etc. v. Towne, 32.
2. SUBSCRIPTION.-Where one subscribed a writing with others for the
pose of associating themselves to carry on a particular business, such
persons will be liable, after the incorporation, for the amount subscribed,
although he signed the subscription after its date and subsequent to the
act of incorporation. Chester Glass Co. v. Dewey, 128.
3. SUBSCRIBER ESTOPPED.-A member of a corporation cannot, in an action
for his subscription, allege that the corporation has not been duly organ-
ized under the statute, it having for several years transacted business as
such corporation. Id.
4. PURCHASING FROM CORPORATION.-One who purchases from a corporation
cannot, in an action for the price, object that the corporation was pro-
hibited by law to trade in the specific article sold. Id.
5. FAILURE TO ISSUE CERTIFICATES.—A stockholder will not lose his rights
in a corporation for want of a certificate issued to him by the corpora-
tion. Id.
6. POWER TO ACCEPT BILLS.—A corporation authorized by its act of incor-
poration to employ their funds solely in advancing money upon goods,
and in selling such goods on commission, may lawfully accept bills
drawn on account of future consignments or deposits of goods. Munn V.
Commission Co., 219.
7. QUO WARRANTO AGAINST.—An information in the nature of a quo warranto
lies against a corporation for illegally carrying on banking operations.
Such information need show no title in the people to a franchise, as it is
incumbent on the defendant to show authority for exercising the right.
People v. Utica Ins. Co., 243.
8. CORPORATION A PERSON.-A statute restraining any person from doing
certain acts, is equally applicable to corporations or bodies politic,
although they are not specially referred to. Id.
9. POWERS.-A corporation has no other powers than those expressly granted
by the act of incorporation, or those necessary for the purpose of carry-
ing out its express powers. Id.
10. VALIDITY OF BY-LAWS.-Where a congregation was incorporated, and
power given "to make rules, by-laws and ordinances, and do everything
needful for the good government and support of the congregation," it
was held that the corporation had power to make a by-law vesting the
appointment of inspectors of their elections in the president. So, also,
that they had power to make a by-law prohibiting tickets from being
counted at an election on which there were other things besides the
names. Commonwealth v. Woelper, 628.
11. CANDIDATES, WHO MAY BE. --An inspector of an election may be voted
for as a candidate at a corporate election. Id.
12. LIABILITY FOR TORT.-An action of trespass on the case lies against a
corporation for a tort. Chesnut Hill T. Co. v. Rutter, 675.
See CONSTITUTIONAL LAW, 3; EVIDENCE, 9, 10, 16; PLEADING, 1, 8.
1. COVENANT FOR QUIET ENJOYMENT.-The covenant for quiet enjoyment ex-
tends to the possession merely, and is broken only by an entry and ex-
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