as between the agent and the principal the authority would be clearly at an end, and the agent would be doing a wrongful act both to the principal and to the person with whom he dealt, if he acted for the principal. And, therefore, I should say this lady, who must be taken to have known of her husband's lunacy, if she had acted with anybody to whom her authority had not been held out, would have acted wrongly as regards that person and so as not to bind her husband or the estate; and though it might be difficult to make her liable, she herself being a married woman, yet, if the agent were not a married woman and had so acted to a person, in the first instance, to whom no authority had been held out, I should say the contract would be void as against the supposed principal, and the agent would himself be liable for the wrongful act and for misleading an innocent person. But then comes the question where the authority of the agent has been held out to a person who does not at the time he so acts know of and has no notice of the lunacy of the principal. The agent may be held out in one or two ways; there may be an authority given to an agent which, of itself, asserts that he has authority-such as a power of attorney; if that be given to an agent by a person who becomes a lunatic, and be acted on after lunacy by the agent, the production of the power of attorney is an assertion by the agent that he has authority; and that power of attorney, if it was given before the principal was insane, is a representation by the principal, at a time when he was sane, that this person might act for him; and in such a case, if the agent acted with a person not having notice of the lunacy, he would be doing so with the authority held out by the lunatic when

sane.

An authority can be held out in another way, as in the present case, where the principal, whilst sane, held out to a person that his agent had authority to act for him.

Then, we take the case that the agent knows of the lunacy, and, after the lunacy exists, and when in fact and in law his authority as agent has expired, nevertheless acts as agent with a person contrary to his authority or after his authority has ceased, what is then to be the consequence?

It seems to me that a person who acts without knowing of the lunacy has a right to act so, and, therefore, if he so acts, being ignorant of the lunacy, the lunatic, if he recovers, is bound by his acts, he having held out the agent to have had authority, and he cannot retract that authority.

It is difficult to state the grounds of these prineiples of law. It has been sometimes said that it is a "contract." I confess I cannot see that. It has been said that it is on the ground of "estoppel;" it is somewhat difficult to say that it is strictly an estoppel." It is also said that it is a representation on which the person, so long as he has no notice to the contrary, is entitled to act. There is an elaborate note in Story on Agency by the editors of the 7th edition, in which they give it ultimately as their opinion, after considering the law in every form, that it is to be defended on the ground of public policy; it has been said also that

it is in aid of mercantile business. To my mind the better way of stating the principle is that it is a representation made by a lunatic when he is sane and in a position to make that representation which an innocent party had a right to act on, and which if there had never been any lunacy would have made the person who made that statement liable on the ground that he had made a representation on which the innocent party had a right to act.

Suppose there is no lunacy at all, and that a person holds out another to be his agent, and then of his own accord withdraws that agency, and that, therefore, as between the principal and the agent the authority to bind the principal has ceased, then the agent does a wrongful act with regard to the principal in binding him; nevertheless, if the principal made a representation that that person was his agent to the person with whom the agent acts, and the latter acts with the agent before he received any notice of the revocation of the agency at all, the principal is bound on the ground that he did make a representation on which the other party had a right to act, and cannot retract from the consequences of that representation. But it is true if the principal becomes a lunatic he cannot himself give any notice, and he may therefore be an innocent sufferer; but so is the other person an innocent sufferer; and it is a principle of law that where there are two innocent persons the one who has been the original cause of the representation or state of things on which the other acts is, on the whole, the person who must suffer.

I am, therefore, of opinion that, though the lunatic recovers his reason, after he has recovered he can not, any more than if he had never been a lunatic at all, say that the person who has trusted to his representations, made before he was lunatic, had no right to do so. A difficulty no doubt arises in such cases, and one ought to have a principle to give to all the cases, and for my part, though it is not necessary to decide the question, I should think that the same rule would apply in cases of death as does in cases of lunacy, and if the representations were made by the principal whilst alive, and a third person after his death acted on the faith of that representation after the death of the principal and without knowledge of it, the executors would be bound by the representation and the estate would suffer, and not the person who trusted in the representation. Therefore, on these grounds, I think that the authority was put an end to by the lunacy in this case, and the plaintiff can not recover on the ground that the agent had authority to bind his principal. But though the agent had no authority to bind his principal in this case at the time the contract was made, nevertheless the plaintiff is entitled to recover, because the lunatic whilst sane, made a representation to the plaintiff on which the plaintiff was entitled to act until the plaintiff had notice of the lunacy, and the plaintiff had no such notice.

I am of opinion, therefore, that the plaintiff is entitled to recover on that ground, and that Mr. Justice Mellor was right in directing the jury to find for the plaintiff.

BRAMWELL, L. J.:

I am of the same opinion, and desire to add only a few words to the judgment of Lord Justice Brett, with which I entirely agree.

It must be taken in this case that the defendant represented to, and gave the plaintiff to understand, that the defendant's wife was his agent to contract debts in the way of the plaintiff's trade with him, and the plaintiff might continue to deal with her on that responsibility of the defendant that she had authority to contract for him. That is the effect of the facts in this case. It is clear that when such an authority as that is given to any one, it continues until revoked, and until notice of such revocation is given to the person who has been told that he may deal with the agent. That is the general rule. Then it is said that for some reason or another that does not apply where the revocation is not intentional, bnt arises by reason of insanity. Why?

It may certainly be hard on the person who gives the authority, but it is also hard on the person who acts on the authority without notice of its revocation. Insanity is not a privilege, but is a disability, which is not, however, to affect a person more than necessarily; it is not something which is to give a benefit to another which he had not before; it is not to operate injuriously to another person. There is no reason, therefore, why it should be taken out of the general rule to which I have referred. It would be a most alarming thing if it were. If it were, in all cases of a general authority being given, any person who dealt with a lunatic most innocently (and the very agent himself possibly), not having notice of the revocation, or having such notice and yet believing that the best thing he could do for the lunatic was to continue the agency-in all cases like that, if the argument for the defendant were right, the person who was the agent would be subject to be treated as liable to pay over again, or make good any mischief that might result from having continued to deal with a third person.

With respect to the reason of the rule I shall not venture to lay it down with any peremptoriness; but I can not help thinking the reason of the rule is the same as in the case of a guarantee, when a person says, "You supply goods to A. B., and I will pay you until I tell you to the contrary," or "until I revoke this authority."

Suppose I revoke the authority or become a lunatic, but the intelligence of that has not reached the supplier of the goods. It seems to me that the reason of the rule is something of the nature that I have mentioned, that is, either an agreement with the person or a license, and it is an agreement or a license which exists till notice of the revocation is given.

My brother Brett assumed that the defendant was in such a state of insanity that it would be of itself a revocation of authority. I do not know that. I, for my part, am not prepared to say that every insanity is a revocation of authority or prevents a person from contracting. I should require something approaching dementia before I said that. If the defendant could understand that his wife

was pledging his credit for necessaries, I do not see why being mad should relieve him from being liable.

When a person has really no mind, of course he is incapable of contracting, just as if he were a person who is dead-he has no contracting intelligence-but I doubt if that was so in this case. Lord Justice Brett says that, taking Mr. Justice Mellor's direction, we must assume that was his condition; if so, the only way in which this judgment could be supported is on the other ground pointed out. I think it is supported on that ground and therefore that it should be affirmed. BRETT, L. J.:

Lord Justice Cotton agrees with the conclusion we have arrived at, but does not wish to pledge himself to any determination as to whether the authority was in fact put an end to, or whether it is at an end in the case of lunacy, until a person is found so by a commission of lunacy. As to the point of the holding out of the authority, he is inclined to think the principle of the doctrine is that it was a contract between a person who has made a representation and a person to whom the representation was made, and, until notice was given of revocation, the principal would be bound by the acts of the agent. Thinking it unnecessary to determine the first point, he wishes his judgment to be on the ground of the holding out, on the footing that the former contract between the plaintiff and defendant was not put an end to.

I should like to say that if there had been any question as to the extent of the lunacy it ought to have been left to the jury, and the only reason why I assumed in this case the lunacy to be to the extent I have stated, was that I think we must assume so, or else it ought to have been a question left to the jury. It was in the argument admitted in effect that the defendant was in such a state of lunacy that he could not have contracted himself. I should be always very loth indeed, where lunacy is set up, to believe there was lunacy to this extent until it was clearly proved; for mere weakness of mind, or partial insanity, leaving sufficient mind to contract, would not bring the case within the rule I have stated.

Rule discharged.

SOME RECENT FOREIGN DECISIONS.

CORPORATIONS WHEN SHAREHOLDER MAY BRING ACTION AGAINST.-Where fraud is alleged to have been committed by persons who can command a majority of votes in a company, an action can be brought by one shareholder in his own name on behalf of the others; and he has no right to sue in the name of the company without the company's consent. Menier v. Hooper's Telegraph Works, 22 W. R. 396; L. R. 9 Ch. 350, followed. Duckett v. Gover, 25 W. R. 554; 6 Ch. Div. 82, explained.-Mason v. Harris. English Court of Appeal, 27 W. R. 699.

to a penalty. The defendants, a limited company registered under the Companies Acts, carried on amongst other things the business of chemists and druggists. Only one shareholder of the company was a duly registered chemist. He, with the aid of two qualified assistants, conducted the drug department, and received a salary from the company for so doing. Held, that the defendants were "a person" within the meaning of the act, and were liable in their corporate capacity to the penalty.-Council of Pharmaceutical Soc. v. London, etc. Assn. English Court of Appeal, 27 W. R. 709.

SPECIFIC PERFORMANCE-NON-PAYMENT OF THE PURCHASE-MONEY BY DEFENDANT AFTER JUDGMENT DAMAGES.-After judgment for specific performance of an agreement for the purchase of freeholds, and after non-payment by the defendant of the amount certified for purchase-money, interest and cost, the court will make an order for rescission of the agreement; but Watson v. Cox, 21 W. R. 310; L. R. 15 Eq. 219, and Sweet v. Meredith, 4 Giff. 207; 9 Jur. N. S. 569; 11 W. R. Ch. Dig. 118, are not authorities that the plaintiff under such circumstances can obtain both rescission and damages.-Henty v. Schroder. English High Court, Chy. Div. 27 W. R. 833.

COMPANY PROMOTER PERSON OTHER THAN DIRECTOR OCCUPYING FIDUCIARY POSITION.- The defendants assisted one P in selling a mine of which he was possessed, to the plaintiffs, Pipromising to remunerate the defendants out of the purchase-money. The defendants, who had previously been connected with the mine as metal brokers, were mentioned in the prospectus as persons to whom reference might be made, and were in fact referred to by intending purchasers of shares; but, although the defendants had doubts as to the real value of the mine, they did not disclose them to the persons who so applied to them. The mine was sold to the plaintiffs for £1,000,000, half of which sum was paid in fully paid-up shares. P, in pursuance of the arrangement between the defendants and himself, which was unknown to the plaintiffs, gave the former 250 of the said shares. Held, that these facts constituted ample evidence to warrant the finding of the jury that the defendants were promoters of the plaintiff company,and the verdict for the latter for the value of the 250 shares must stand; as a person, though not a director,may be a promoter of an incorporated company whose capital has not been taken up. Held, also, that it was unnecessary for the judge to give the jury a definition of the term "promoter," as it would not have been of any advantage to the defendants, nor have given any real assistance to the jury. -Emma Silver Mining Co. v. Lewis. English High Court, C. P. Div. 27 W. K. 836.

TROVER-DELIVERY OF GOODS BY WAREHOUSEMAN BEFORE RECEIVING PRINCIPAL'S ORDER DAMAGES.-The plaintiffs employed G as their agent to sell grain, from time to time assigned by the plaintiffs to the defendants' station at Birmingham, to be there held by the defendants to the plaintiffs' order. G used to take samples from the grain at the defendants' station for the purpose of effecting a sale, and on effecting a sale used to communicate the particulars to the plaintiffs, and they forwarded a delivery order on the defendants to the purchaser, who thereupon obtained delivery of the grain. In 1873, the plaintiffs discovered that G had on various occasions fraudulently obtained grain from the defendants, and which the defendants had delivered before receiving plaintiffs' orders, by making sales to persons in his own employ and fictitious persons, and then presenting to the defendants orders signed either ostensibly by such persons and endorsed to him, or orders for delivery to himself, or orders signed by himself for the defendants without their authority. In two cases,

where the defendants had delivered without any orders, the plaintiffs had been paid for the grain delivered, but in other cases of pre-delivery to G's orders the plaintiffs had not been paid, but the purchasers, to whom the plaintiffs originally sent the delivery orders, were at the time debited in the plaintiffs' books with the amounts which still remained due to the plaintiffs; and subsequently to such pre-deliveries, the defendants received from G the plaintiffs' delivery orders, indorsed over to him by the original purchasers; the plaintiffs not knowing, when they sent the orders and made the debits in their books, that the defendants had parted with the goods before receiv ing the plaintiffs' orders. In an action by the plaintiffs to recover from the defendants: 1, damages by reason of pre-delivery without plaintiffs' orders, although the plaintiffs had been paid for the grain subsequently to such orders; and 2, the value of the grain in the cases of pre-delivery in which they had not been paid. Held (per Bramwell and Thesiger, L.JJ.), that there had been a technical conversion of the grain by the defendants, but that the plaintiffs were only entitled to recover nominal damages. Held (per Baggally, L.J.), that though there had been a conversion, the plaintiffs were not entitled to even nominal damages, for they had suffered no damage at all. -Hiort v. London, etc. R. Co. English Court of Appeal, 27 W. R. 778.

ABSTRACTS OF RECENT DECISIONS.

SUPREME COURT OF MAINE.

[Advance sheets of 69 Me.]

FALSE PRETENSES-SUFFICIENCY OF INDICTMENT. -1. An indictment can not be sustained, the substance of the allegations being that the respondent got money in placing a mortgage upon land by falsely representing that the land was well wooded and well timbered, and had upon it a valuable growth of hard and soft wood and hemlock bark, and contained about one thousand acres; when in fact the land was not well wooded and well timbered, and did not have upon it a valuable growth of wood, bark or timber, and did not contain one hundred acres. Had the indictment alleged that there was at the time of the representations no wooded growth upon the land, the representations might have been criminal. But the fact should be laid directly and positively, and not inferentially, or by way of recital merely. 2. The want of a direct and positive allegation, in the description of the substance, nature or manner of the offense, can not be supplied by any intendment, argument or implication whatever. Opinion by PETERS, J.-State v. Paul.

NEGOTIABLE PAPER-FRAUD-BURDEN OF PROOF. -1. In an action by an indorsee against the maker of a note, if fraud in the inception of the note be proved by the maker, that casts the burden upon the indorsee to prove that he took the note before maturity for value and without notice of the fraud. It is immaterial that he might have known of the fraud by the use of diligence, if he did not in fact know of it, and purchased the note in good faith. This burden is, prima facie, sustained by the indorsee by showing that the note was indorsed to him for value before maturity. Nothing else appearing, a presumption arises that he purchased the note in good faith, without notice of the fraud. But where there is evidence on both sides affecting the several points or propositions necessary to be proved, then the general burden of

proof is upon the indorsee to make them out, he having the natural presumptions in his favor. 2. The purchase by an indorsee must be "in the usual course of business," which means according to the customs and usuages of commercial transactions; and if he purchases a note before maturity for value, that constitutes such a transaction. Opinion by PETERS, J.-Kellogg v. Curtis.

DEFECTIVE HIGHWAY-NEGLIGENCE-NO LIABILITY FOR OBJECTS OUTSIDE THE TRAVELED WAY. -1. It is not required that a highway, in its whole width as located, should be fitted for travel. It is enough if there be a wrought road in good condition and of suitable width for all the needs of the public. 2. Objects outside the traveled way, and not near enough to the line of public travel to interfere with or incommode travelers, are not to be deemed defects. 3. The injury complained of arose from the fright of a horse, occasioned by several blocks of split granite, which were lying outside the traveled path. Held, that no recovery could be had. "The defendant had the right to use the highway for the removal of these stones to where they were needed. If the plaintiff's horse had taken fright while in the process of their removal, the town would not have been liable. Davis v. Bangor, 42 Maine, 522. Still less should the town be liable while they are at rest, and outside the traveled path. Neither are they articles which could be expected to frighten a well trained horse, and against which the town was to be on its guard. In Card v. Ellsworth, 65 Maine, 547, the object of fright was, per se, a defect in the road. In Nichols v. Athens, 66 Maine, 402, the body of a common riding wagon, left outside of the traveled road, by which a horse was frightened, was held not to be such an incumbrance or defect as would render the town liable for a defective highway. "There is no doubt,' observes Peters, J., 'that a town would be liable in damages in many cases where horses become frightened by objects within the traveled way, when the same objects could not reasonably be regarded as constituting a defective road if situated outside the traveled way.' In Perkins v. Fayette, 68 Maine, 152, an instruction that towns were not required to render a road passably for the entire width of the whole located limits, and that the duty of the town was accomplished by making a sufficient width of the road in a smooth condition so that it would be safe and convenient for travelers, was held correct. It was there held that the town had the right, in making and repairing roads, to remove stones and stumps on the sides of the way, and leave obstructions there, provided the same were situated so far from the traveled path that persons passing over the road with teams might pass without danger of collision. In Rounds v. Corporation of Stratford, 25 U. C. C. P. 123, it was held that the existence of a broken-down wagon, with a bright red board sticking to it, on the side of a highway and partly in the ditch, where it had been hauled by the owner, some eight or ten feet from the traveled path, leaving plenty of room to pass, and remaining there for ten days, did not constitute evidence of actionable negligence on the part of the corporation. 'It is not pretended,' observes Hagarty, C. J., 'that it produced any ill effect beyond frightening of the horse,

It

was not that it encroached on, the road, or narrowed the road way, but that it presented an appearance likely to cause a horse to shy. * I can not for a moment understand how the presence of a brokendown country wagon on the side of the road, in no way interfering with the fullest privilege of passing or repassing, can, in and of itself, give a cause of action to any person. It must be rested wholly on the wagon being an object likely to frighten horses. * If liable here, they would be liable for the most trivial matters; far more startling objects are to be seen

in and along the sides of streets. Must a corporation insist, at its peril, on the removal of everything as likely to startle as an old country wagon with cross pin or board standing upon it, hauled completely out the traveled way? So in Bartlett v. Kittery, 68 Maine, 358, it was held that a thing rightfully in the bighway might constitute a defect by remaining there an unreasonable time; but to hold the [inhabitants liable, they must not only know the thing is there, but that it is there under circumstances which constitute a defect. In the case before us, the stones were procured for the purpose of repairing the highway, and had not been at the place where they were left but a few hours. They in no way obstructed the public travel. The town was in no fault for their being on the side of the road. Ample space was left for the public travel without coming in contact with the stones. According to the weight of authority the defendants are not legally responsible for the accident and consequent injury." Opinion by APPLETON, C. J.-Farrell v. Oldtown.

SUPREME COURT OF MICHIGAN.

June Term, 1879.

INSURANCE - MORTGAGEE MAY GIVE NOTICE OF LOSS-ASSIGNMENT OF CAUSE OF ACTION-INVALID INCUMBRANCE.-An insurance policy provided that "in case of loss the assured shall give immediate notice, stating the number of the policy and the name of the agent." The policy was made payable in the case of loss to one Jagger, as his mortgage interest should appear. One Dobbins also had a mortgage on the premises. After the fire the owner assigned to him all his interest in the policy above Jagger's claims. The owner gave no notice to the company. Held, 1. That notice of loss given by the mortgagees was sufficient within the letter and spirit of the policy. The first mortgagee was one of the parties "assured," and a notice given by him would come to the benefit of all other interested parties. Such notice need not be in writing. 2. That plaintiff, to whom the two mortgagees had assigned, could bring the action in its own name, there being no splitting of claims as all had passed to plaintiff. 3. That the mortgage to Dobbins being invalid, because given upon a homestead and not joined in by the mortgagor's wife, would not vitiate a provision in the policy against incumbrances. Only a valid incumbrance was referred to, and the intentions of the parties are immaterial. Opinion by MARSTON, J.-Watertown Fire Ins. Co. v. Grover & Baker Sewing Machine Co.

-

ASSIGNOR OF CHOSE IN ACTION NOT LIABLE FOR ILLEGAL AND UNAUTHORIZED ACTS OF ASSIGNEE IN HIS NAME. Defendant having a claim against plaintiff for moneys received as its agent, an insurance company which had guaranteed his responsibility paid the loss, became subrogated to defendant's rights, obtained from it permission to use its name in collecting the claim, and had plaintiff arrested upon a capjas issued in defendant's name. There was no evidence that the railway company ever had any knowl edge of the proceedings. The suit was instituted and prosecuted by the insurance company for its own ben. efit. Plaintiff being discharged by this court on habeas corpus on the ground that the affidavit did not authorize a capias, sues for the illegal arrest and imprisonment. Held, that the authority given the insurance company to use defendant's name only extended to the use in any proper and legitimate man. ner given by law for the collection of the claim. An assignor of a chose in action is not responsible for the

the assignee's unauthorized and illegal acts done in the assignor's name in attempting to collect the claim. Nor does the fact that the affidavit for the capias was made by the traveling agent of the railway company create such a liability; for, in making it he was not actacting for or in the interests of that company. Opinion by MARSTON, J.-Park v. Toledo, etc. R. Co.

RES ADJUDICATA-OPERATION OF COURT RULEEFFECT OF FAILURE TO DENY EXECUTION OF LEASE-LEASE DISPUTABLE IN SECOND SUIT.-An action was brought for rents alleged to have accrued between October 15, 1875, and April 9, 1877, on a lease to plaintiff from defendants for three years from date. The general issue was pleaded, but there was no denial under oath of the execution of the lease, and therefore, under circuit court rule 79, defendants were precluded from disputing the execution on the trial, and could only make such defense as assumed that they had made the lease. Fish v. Hale, 4 Mich. 506. Plaintiff recovered, and now brings another suit on the same lease for rents claimed to have accrued between July, 1877, and April, 1878. The plea was now accompanied with an affidavit denying the execution of the lease, and to prove the execution plaintiff offered, and there were received against objection, the files, the verdict and judgment, in the former case. Held, that by the former suit the execution of the lease was not conclusively established for the purposes of any subsequent suit to recover rent claimed to have accrued under it. There are two matters in respect to which an adjudication once made may be conclusive: first, the subject-matter involved in the decision; and second, the point of fact or of law, or of both necessarily adjudicated in determining the issue upon the subject-matter in litigation. As to the subject-matter, it is of no importance when the question comes up again collaterally, whether the suit was contested or was suffered to go by default. The subjectmatter of the first suit between these parties was the right to recover certain rents alleged to have accrued upon the lease prior to April, 1877. It may be necessary to distinguish between that subject-matter of the former suit, namely, the rent claimed, and the point involved in the right to them, namely, the execution and delivery of the lease. Upon this last no issue was made in the former suit, which left it wholly outside the issue made and actually passed upon, and hence that court could not have considered it a point in that suit open to controversy. The proposition that public policy will not suffer the withholding of a defense with a view to further litigation, when a single suit might determine the whole controversy, is not applicable to a case where the subject-matter of the second suit is different. See Cromwell v. County of Sac, 4 Cent. L. J. 416; Howlett v. Tarte, 10 C. B. N. S. 813; Kelsey v. Ward, 38 N. Y. 83; Dickinson v. Hayes, 31 Conn. 417. Inconsistent with these views and with principle is Collins v. Bennett, 46 N. Y. 491. Opinion by COOLEY, J.-Jacobson v. Miller.

INCORPORATION OF SOCIETIES-INVALID STATUTE -UNION OF SOCIETY AND CHURCH- MEMBERSHIP -ARTICLES OF ASSOCIATION — BY-LAWS-USURPATION OF FRANCHISES.-An information is filed for alleged abuse of corporate franchises in imposing under certain amended by-laws conditions which, among other provisions, subjected the interests of the society to the control, in certain respects, of a spiritual director appointed by the Roman Catholic bishop of Detroit, and confined membership to Roman Catholies. The plea admits the amendments, and claims that all the members are Roman Catholics but relator, and avers that he has been by resolution exempted from the penalties of the by-laws. Section 3 of the act of 1865, entitled "An act to authorize the formation of corporations for literary and scientific purposes," in

etc.

prescribing what should be set forth by each society in its articles, included, "Third. The objects for which it is organized, which shall be only for the promotion of literary and scientific pursuits." L. 1865, pp. 725-6. In 1867, an act was passed to amend § 2 of the act of 1865 "so as to include missionary and other scientific purposes." 1 L. 1867, p. 21. This association was organized under these statutes in 1865, under articles containing, in addition to the business clauses, some provisions indicating the purposes of the society. Article 3 provided that the objects should be to encourage total abstinence from intoxicating drinks, to provide relief in case of sickness or accident, to promote literary pursuits among the members, to which use a library should be procured and maintained, Article 5 declared that every person elected might be a member on paying the dues and taking the abstinence pledge therein required, under certain restrictions as to age and health. In 1878, the by-laws were altered so as to provide for the appointment by the Roman Catholic bishop of a spiritual director. The qualification of membership was added, that they should be Irish or of Irish parentage, and Roman Catholics. Masses for the repose of the souls of deceased members were provided for. All purchases of reading matter were made subject to the approval of the spiritual director. Held, that the original articles of association were drawn upon an erroneous theory of the statute, which does not provide for such matters at all. The act of 1867 is invalid, as the constitution, art. 4, § 20, prescribes that "no law shall embrace more than one object, which shall be expressed in its title;" the statute of 1865 is expressly confined by its title to "literary and scientific purposes." Our laws distinguish between religious purposes and those of general benevolence, as also between benevolent purposes and those of different character; and the new act could only have the effect of bringing in an amendment outside of the purpose indicated by the title of the former act and inconsistent with section 3 thereof, which conforms to the title and is neither amended or repealed. None of the pur. poses, not purely literary, set forth in the articles of association can be upheld. 2. It is questionable how far an incorporation can be regarded as binding when the principal part of the agreement under which it was passed can not be upheld. But, assuming that the association may be regarded as a corporate union of the members for the purpose of maintaining a library and literary exercises, the validity of the new regulations is still questionable. Without an amendment of the articles, no restrictions except those imposed by them can lawfully be imposed on membership. Nor, under the statute, can any regulation be lawful which subjects the interest of the society to any interference outside of its board of directors. 3. All corporate by-laws must stand on their own validity, and not on any dispensation granted to members. They can not be compelled to receive as matter of grace anything which is matter of right; nor should there be personal exemptions of a general nature from any valid regulations that bind the mass of corporators. 4. No act for creating corporations can ever be extended by construction to cases not reasonably covered by its terms, even if no statute whatever applies to the desired objects of incorporation. 5. The changes in the by-laws are violations of corporate duty, and all the powers set forth in the articles beyond those relating to literary, scientific and library purposes are usurpations. Judgment of ouster from the illegal franchises, with nominal fine of one dollar and costs of this court. People ex rel. Stewart v. Young Men's Father Matthew Society.-Opinion by CAMPBELL, C. J.