before making the investment? We think not. If the | ject rest upon the principle that a person who fraudu

plaintiff had relied upon a statement by one of the officers that a resolution had been passed, authorizing the issue of the notes, he would have assumed, necessarily, the risk of the statement being true. If true it would protect him, otherwise not. He stands in no different position because he did not first inquire. In either event he would assume only the risk of proving the authorization by resolution. This position has support in the reasoning of Judge Andrews, in Cowing v. Altman, 71 N. Y. 442, and Williams v. Mitchell, 17 Mass. 101. Second Division, April 15, 1890. Wilson v. Metropolitan Ry. Co. Opinion by Parker, J. Affirming 14 Daly, 171.

lently places in circulation the negotiable instrument
of another, whether made by him or by his apparent
authority, and thereby renders him liable to pay the
same to a bona fide purchaser, is guilty of a tort, and,
in the absence of special circumstances diminishing its
value, is presumptively liable to the injured party for
the face value thereof. As the case under considera-
tion fairly comes within this principle, it should be
governed by it. The essential injury, common to all
cases of this character, is the fraudulent imposition of
liability. Hence there should be a common remedy,
whether it is called an action in conversion, or in the
nature of conversion, or a special action on the case.
These views lead to a reversal of the judgment as to all
of the defendants who voted for the resolution au-
thorizing the president of the company to issue and
negotiate its notes for the purpose of paying him a
salary to which he was not entitled. (2) Under such
circumstances the action cannot be maintained against
directors who voted to pay the salary, but did not vote
for the issue and negotiation of the notes. Second
Division, April 15, 1890. Metropolitan Ry. Co. v. Knee-
land. Opinion by Vann, J. Modifying 45 Hun, 590.

CORPORATION - STOCKHOLDERS' LIABILITY. In an
action by the creditor of a manufacturing corporation
to enforce the liability of a stockholder for the amount
unpaid on his stock, under Laws of New York, 1848,
chapter 40, section 10, the exclusion of evidence offered
by defendant to prove the sale and transfer of her stock
before the indebtedness of the company accrued is
prejudicial error, for, if established, the transfer would
have been a complete defense to the action. A trans-
fer of stock, made in good faith, and at a time when
the corporation is a going and solvent concern, and
which is entered upon the books, would certainly re-
lieve the transferrer from all of the responsibilities
which attached to him as a stockholder. To deny to
the defendant the leave to prove these facts was to
disregard the rules governing the liabilities of stock-
holders. All the authorities are to the effect, as is the
plain reading of the language of the act, that the own-
ers of corporate stock divest themselves of the liabili-
ties incident to their relation to the corporation when
they have actually transferred their stock in the man-
ner provided by the law. Adderly v. Storm, 6 Hill, 624;
Rosevelt v. Brown, 11 N. Y. 148; Johnson v. Under-
hill, 52 id. 203; Cutting v. Damerel, 88 id. 410; Laws of
1848, chap. 40, § 25. April 15, 1890. Tucker v. Gilman.
Opinion per Curiam. Affirming 45 Hun, 193.

CORPORATION-NEGOTIABLE PAPER-LIABILITY OF DIRECTORS.-(1) The directors of a railway company voted without authority to pay their president a salary, and at a subsequent meeting assumed to authorize him to issue and negotiate the company's notes in payment thereof. Some of these notes passed into the hands of bona fide purchasers, and thereupon the company brought suit against its president and directors for the value of the notes issued. Held, that because of the injury done by the apparent authority to negotiate, and thus to convert its void notes into valid obligations, and by the actual negotiation of some of them, the company can maintain an action against the directors who voted to confer the power, without any allegation of payment of the notes or of actual loss. Those who voted for the resolution which in form authorized one of their number to issue and negotiate notes of the plaintiff, assumed to authorize, and by authorizing, caused some of the notes in question to be issued and negotiated. They had no power, express or implied, to pass that resolution, or its predecessor which provided a salary for the president. They could not thus give away the property of the corporation. They could not bind the stockholders by voting to appropriate the assets of the company to an illegal purpose. Butts v. Wood, 37 N. Y. 317; Coleman v. Railroad Co., 38 id. 201; Ogden v. Murray, 39 id. 202; Kelsey v. Sargent, 40 Hun, 150; Gravel Road Co. v. Branegan, 40 Ind. 361; Holder v. Railroad Co., 71 Ill. 106 Association v. Stonemetz, 29 Penn. St. 534; Kilpatrick v. Bridge Co., 49 id. 118. Their action, as admitted on the record, was a violation of their duty as directors, a breach of trust, and a fraud upon the plaintiff. The result of their action was to cause notes to be made, purporting to be valid obligations of the plaintiff, although in fact void. While not the notes of the company, they appeared to be such, as they were issued by those having apparent authority. If nothing further had been done however the wrong would doubless have been injuria absque damno; but the defendants who adopted the second resolution thereby authorized the negotiation of the notes, and some of them were negotiated accordingly, and reached the hands of bona fide holders for value. These notes, as is here admitted, the plaintiff has become liable to pay in cousequence of the fraudulent conduct of those defendants. Thus the dead pieces of paper were, to this extent, given life, and converted into contracts binding upon the company without its consent. In what respect do these wrongful acts differ from those which, in the cases cited, were held to authorize an action for conversion, or an action in the nature of conversion? Do they differ in the character of the injury inflicted or loss sustained? Is there not in each the same presumption of damage springing against from a liability wrongfully imposed? Were not all of these actions founded upon the fact that the maker, real or apparent, of a negotiable instrument, had, through the wrongful acts of another become chargeable, so that he could be compelled to pay such instrument, which would not have ripened into a valid obligation against him but for such wrongful act? We think that the cases relating to this sub

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CORPORATIONS-DIRECTORS-SERVICE OF PROCESS.(1) Under the New York General Railroad Act of 1850, section 5, which provides that no one shall be a director of a railroad company unless he is a stockholder, a director who sells all his stock and is thereafter superseded at a special stockholders' meeting held pursuant to notice, ceases to be a director either de jure or de facto, though the by-laws provide that directors shall be elected at the regular annual meeting; and a judgment by default against the company in pursuance of service of process on him is a nullity. (2) A provision in a railroad company's articles of association, that the total length of the road "and its branches" shall be thirty-five miles, is not evidence that its main route exceeds fifteen miles; and, in the absence of other proof, a reduction of the directors from thirteen to seven in number, under Laws of New York, 1864, chapter 582, section 3. authorizing such action by "any railroad company whose main route does not exceed fifteen miles," will be presumed to be regular. April 15, 1890. Beardsley v. Johnson. Opinion by Earl, J. Affirming 49 Hun, 607.

DEED-DESCRIPTION - RAILROAD RIGHT OF WAY.A deed described the land conveyed by courses and distances, and as "containing sixteen acres, one rood,

and thirteen perches of land, exclusive of one acre, one rood, and thirty-two perches, belonging to the railroad; being the same piece of land devised," etc. It also provided for a reversion of the land occupied by the railroad to the grantees when it should remove its tracks or cease to operate its road laid upon the strip. Held, that it was the intention of the grantor to pass any title which he might have to the railroad land. Second Division, April 22, 1890. Clute v. New York Cent. & H. R. R. Co. Opinion by Potter, J. Affirming 42 Hun, 654.

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EJECTMENT-STATUTE OF FRAUDS-EVIDENCE-ANCIENT DOCUMENTS.-(1) Huntington was organized by settlers from Connecticut in the seventeenth century, and the title to the lands was held by trustees for the common benefit. From time to time, by vote of the inhabitants, lands were allotted to be held in severalty, and the allotment entered on the town records. Plaintiff claimed by chain of title from one to whom the lands in question were thus set off in 1793. The statute of frauds (Laws of 1787, chap. 44, §9) provided that all estates not created in writing, signed by the parties, etc., should have the force of estates at will only. Held, that such allotment was not a compliance with the requirement of the statute. (2) The claim of title in the person thus taking cannot be supported upon the theory that he was one of the proprietors, and received title as by partition, when there was no evidence that he was a proprietor or even a freeman of the town, and the proceeding was not in accordance with the statute then regulating partitions. (3) Where there was no evidence that such person ever entered on, or claimed to own, the lands, or that any other person in plaintiff's chain of title was ever in possession, it was error to direct a verdict in his favor. (4) Certain documents, dated about a century ago, and purporting to be the records of a town, were offered in evidence as such. Several witnesses testified that they were its records. None testified to the contrary, and the evidence as to their custodians, as far back as witnesses could remember, raised no suspicion as to their genuineness. Held, that they were properly admitted in evidence as the town records. Tolman v. Emerson, 4 Pick. 160; Goodwin r. Jack, 62 Me. 416; Proprietors v. Rogers, 1 Mass. 159; Rust v. Boston Mill Corp., 6 Pick. 158, 165; King v. Little, 1 Cush. 436, 440; Whart Ev., §§ 198, 643. Second Division, April 15, 1890. Sanger v. Merritt. Opinion by Follett, C. J. Reversing 35 Hun, 669.

INJUNCTION-ILLEGAL TAXATION-VOID WARRANT. -In an action to restrain the collection of a tax on personal property, the complaint alleged that the assessment was out of due proportion and too large in its valuation, and that it was null and void, because the parties who assumed to make it were not assessors either de jure or de facto. Held, that an injunction would not lie, there being no ground for equitable interference, as certiorari afforded an adequate remedy for the first wrong, and the remedy for the other wrong was an action against the collector for seizing property upon a warrant void on its face. April 22, 1890. Delaware & H. Canal Co. v. Atkins. Opinion by Finch, J. Affirming 1 N. Y. Supp. 80.

LIFE INSURANCE AGENTS COMMISSIONS. A life insurance company employed an agent for one year, and agreed to pay him a certain amount monthly, and "regular renewal commissions" on the policies obtained by him, when the premiums should be paid to the company. Held, that the termination of the contract by mutual agreement did not take away the agent's right to renewal commissions on the premiums paid on policies obtained by him during his term of service. Second Division, April 22, 1890. Hale v. Brooklyn Life Ins. Co. Opinion by Follett, C. J. Potter and Haight, JJ., dissenting. Affirming 46 Hun, 274.

MRS. DR. BUTCHER'S BIRDS.

Freestone v. Butcher, 9 Carr. & Payne, 643.

[An expensive aviary is not a necessary for a poor curate's wife.]
Butcher was not a man of blood, for he
Had cure of souls at Milton rectory;
Filled with deep love for every human sinner,
He'd hardly kill a chicken for his dinner.
He took no interest in birds save those
Which he could put inside his cleric clothes.
Freestone, a woman, ransacked foreign lands,
And gave her time to meet the wild demands
Of female lunatics who make museums
Of living birds, and offer loud Te Deums
When they some fowl of feather strange acquire,
For gentry of the county to admire.
Now, Mrs. Butcher common parish work
As well as heathen missions liked to shirk;
She cared not much for charities and schools,
But left them to old maids and plodding fools
Who visited the aged and rheumatic,
And mothers lying-in, and most ecstatic
Delight in humble offices did find

Among the poor and sick and lame and blind.
She had a winged ambition, higher far
Than all such ugly, nauseous duties are.
She let the Lord look out for sparrows cheap,
But sentimentally would alınost weep
Over her aviary full of fowl,

Which often made her pious husband growl.
I doubt that Mrs. Noah in the ark
Could more or queerer birds remark, -
Her lories, avadavats, bishop-bird,
Quakers, cut-throats, and manikins absurd,
With cardinals and love-birds:-strange to say,
Though curate's wife, she had no bird of prey.
So in one year she owed to Freestone's cages
Far more than all the good old Doctor's wages;
She "oh'd for wings" to such a large amount
That Freestone would not lengthen her account.
The birds were charged to Mrs. Dr. Butcher,
With little thought of trouble in the future;
But the bird-seller might congratulate
Herself that from her separate estate
She got two hundred pounds of thousand due,
Then for the balance did the Doctor sue.
The Doctor thereupon in due form pleaded
That such dear luxuries she had not needed:
They did not furnish eggs, nor quills for sonnets,
Nor even feathers for her showy bonnets;
In short, an aviary for his wife

Was not essential to a cultured life.
The Doctor sold some birds, upon advice,
And wrote a dunning letter for the price;
But on the trial there was evidence,

That burdened with the family expense,
The good man once, among his other prayers,
Had prayed the court of chancery his affairs
Pecuniarily to mitigate

With an allowance from his child's estate.
The barons thought, as he had sworn to this,
That Madam's avadavats were amiss;
That cardinals and bishop-birds are not
In keeping with a humble curate's lot,
And that a hen-house or a duck-pond would
Yield more "for human nature's daily food."
Chief Baron Abinger much loved to vex
The tender feelings of the gentle sex,
As witness Ironmonger versus Lane,
And Atkins versus Curwood (Carr. & Payne);
(He in the latter case with manner rough
Cried, "Let the wedding dresses be struck off! ")
He said this wife had purchased to excess.
For one whose husband was in such distress,
And spoke-perhaps his usual drink at luncheons-
"Of sugar and of rum, five hundred puncheons,"
As most excessive for a married woman;
But I do not believe him so inhuman
As, granting so much rum, to intimate
The sugar wouldn't be appropriate.
So Butcher bagged the birds; and when he read
"The birds of the air have nests," he raised his head,
And looked at Mrs. Butcher with a trace
Of satisfaction on his pious face.

-Irving Browne, in The Green Bag.

tions of drinking men or habitual drinkers is admit-
edly legal.

There seems to be no well-defined or fixed boundary line to the expansiveness of the terms " police powers and" public policy."

Chapter 163, becoming a law April 22, 1890, entitled "An act to prohibit excise commissioners, excise inspectors, police officials or their subordinates from being interested in the manufacture or sale of any spirituous or malt liquors, ales, wines or beer," developed by the pressure of the temperance power, illustrates the falsity in fact of the legal maxim founded upon public policy that every one is presumed to know the law, a positive presumption. From ignorance of its existence or application it has not very generally been complied with, and it will doubtless soon receive judicial interpretation with regard to the status of its neglectors, and in other respects. The temperance cause is giving rise to some nice points of law.

Under this particular law several questions arise. Is the act constitutional? Those who say it is not base their opinion upon the following grounds, that it discriminates against a legal employment, attempting also to disqualify from office some who were qualified when elected or appointed, and that as by its third section it requires an oath of non-interest-see said section-it is therefore in direct conflict with article 12 of the State Constitution, which, after prescribing form of oath, says, "and no other oath, declaration or test shall be required as a qualification for any office of public trust."

The last point can only be aimed at the third section, and the oath required by that section cannot perhaps be properly called an oath of office, as it simply provides a means of ascertaining eligibility. The law long has been that no tavern keeper can hold the office of justice of the peace, yet should one be formally elected he could take without perjury the constitutional oath of office. The oaths seem to be of a different nature.

And the law against the employment in certain situa-drew's Church to vacate, etc.- Judgment affirmed

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