droff, 183 U. S. 424; The Manhattan, 46 Fed. 797. This jurisdiction is not lost though incidental repairs are performed while the vessel is hauled out on land, the criterion being that the contract relates to repair, not to the use of the marine railway or dry dock. The Steamship Jefferson, 215 U. S. 130; Wartman v. Griffith, 3 Blatchf. (C. C.) 528.

ADOPTION-CONTRACT TO ADOPT-RIGHT OF INHERITANCE — SPECIFIC PERFORMANCE. - The defendant's intestate and her husband contracted with the paternal grandmother of the plaintiff to adopt the plaintiff's father, "according to the statutory law" and "to do for him in every respect as if he were their offspring." Under this contract, the plaintiff's father entered the home of the defendant's intestate, and until the day of his death, the assumed ties of mother and son were maintained. The defendant's intestate did not, however, legally adopt the child. The latter's daughter sought to take under the laws of intestacy and inheritance. Held, that she might take. Barney v. Hutchinson, et al. 177 Pac. 890 (New Mexico).

Adoption is universally authorized in this country by statute, being unknown to the common law. Matter of Zeigler, 82 Misc. 346, 143 N. Y. Supp. 562. The resulting relation is therefore statutory, not contractual. Calhoun v. Bryant, 28 S. D. 266, 133 N. W. 266. Such statutes generally confer a right to inherit from the adopting parent. Gilliam v. Guaranty Trust Co., 186 N. Y. 127, 78 N. E. 697; Ryan v. Foreman, 262 Ill. 175, 104 N. E. 189; 31 HARV, L. REV. 488. Accordingly a contract to adopt carries with it the incidental right of heirship. Thomas v. Malone, 142 Mo. App. 193, 126 S. W. 522. | This right descends to the children of the adopted child. Gray v. Holmes, 57 Kan. 217, 45 Pac. 596. The right of the adopting parent to disinherit naturally follows unless the contract definitely states otherwise. The relation alone will not ground a contract of inheritance. Odenbreit v. Utheim, 131 Minn. 56, 154 N. W. 741; Steele v. Steele, 161 Mo. 566, 61 S. W. 815. In the principal case, the adoption proceedings did not conform to statutory requirements, but the contract was fully performed by the child. In such a case, the child or his heirs may recover. Crawford v. Wilson, 139 Ga. 654, 78 S. E. 30. The measure of damages for the breach of such a contract is the value of the service performed, with interest, not the value of the share of the promisor's estate which would have been inherited by the child, had the contract been performed. Sandham v. Grounds, 94 Fed. 83. Where the consideration executed on the part of the child consists of services, companionship, and a change of domestic relations, its value cannot be adequately compensated in damages. Crawford v. Wilson, supra. The court, regarding that as done which ought to have been done, in decreeing that the child, and therefore its heir, was entitled to the fruits of legal adoption, is in accord with the great weight of authority. Thomas v. Malone, supra; Chehak v. Battles, 133 Iowa, 107, 110 N. W. 330. But see contra, Davis v. Jones' Adm'r, 94 Ky. 320, 22 S. W. 331.

ADVERSE POSSESSION TAX LIENS WHETHER CONTINUITY OF POSSESSION AFFECTED BY. In an action of ejectment the plaintiff based his claim in part upon a tax deed from the state which had purchased the land for the delinquent taxes of X. The defendant claimed under an adverse possession, which was running when the tax lien attached, but which had not ripened into title. The statutory period had run at the time of the purchase by the state. Held, the tax deed was invalid because the tax lien was extinguished by adverse possession. West Virginia & Virginia Coal Co. v. Charles, 254 Fed. 379. For a discussion of this case, see NOTES, page 844.

BANKRUPTCY

-ADJUDICATION INSOLVENCY -RES JUDICATA. A trustee in bankruptcy sued to recover a preference and offered as evidence of the

debtor's insolvency at the time of the preference the petition and adjudication in involuntary bankruptcy. The petition alleged that the defendant had received a preference, and the adjudication found that the bankrupt had been insolvent for four months preceding the filing of the petition. The defendant did not appear in the bankruptcy proceedings. The trial court ruled this evidence conclusive on the grounds that the proceedings were in a sense in rem and that all creditors were parties. Held, that the evidence is not conclusive against the defendant. Gratiot State Bank v. Johnson, U. S. Supreme Court, October Term, 1918, No. 148.

It is held that an adjudication, being in rem, determines the debtor's status as a bankrupt against everybody. Michaels v. Post, 21 Wall. (U. S.) 398, 428;. New Lamp Chimney Co. v. Ansonia Brass & Copper Co., 91 U. S. 656. The question of what other determinations, if any, will be res judicata has given rise to difference of opinion. See I REMINGTON, BANKRUPTCY, 2 ed., §§ 444, 445Thus, a finding of insolvency has been held conclusive because it is in rem and because creditors are parties since they may appear under sections 186 and 59f of the Bankruptcy Act. (ACT OF JULY 1, 1898, c. 541, §§ 18b, 59f, 30 STAT. 544. ACT OF FEBRUARY 5, 1903, c. 487, § 6, 32 STAT. 797, 798.) Cook v. Robinson, 114 C. C. A. 505, 194 Fed. 785; In re American Brewing Co., 50 C. C. A. 517, 112 Fed. 752. Cf. Sheppard-Strassheim Co. v. Black, 128 C. C. A. 147, 151, 211 Fed. 643, 647. Contra, In re McCrum, 130 C. C. A. 555, 214 Fed. 207; Silvey & Co. v. Tift, 123 Ga. 804, 51 S. E. 743. See Mansen v. Williams, 213 U. S. 453, 455. Parties in interest are considered creditors and are therefore allowed to appear. Jackson v. Wauchula Mfg. & Timber Co., 144 C. C. A. 551, 230 Fed. 409; In re Everybody's Store, 125 C. C. A. 290, 207 Fed. 752. Cf. In re Eureka Anthracite Coal Co., 197 Fed. 216. See 17 HARV. L. REV. 131. And such parties might similarly have been held bound. The principal case ends this confusion and establishes that only the condition of bankruptcy is, by the adjudication, binding on those not actually parties. This is the correct view, for the adjudication creates only the condition it decrees. Furthermore, section 59f merely provides for validating the petition. In re Mackey, 110 Fed. 355. See 23 HARV. L. REV. 479. Section 186 merely provides, as is pointed out in the principal case, that the creditors may, if they choose, protect themselves. Whether a finding is admissible in evidence, however, has been left open. It is submitted that it is not admissible, since a judgment, except so far as it may be in rem, affects only the parties or their privities. Lewis v. Sloan, 68 N. C. 557; Silvey & Co. v. Tift, supra.

BILLS AND NOTES - PURCHASER FOR VALUE WITHOUT NOTICE - RIGHTS OF A PAYEE AGAINST AN IRREGULAR INDORSER. — The defendant indorsed an incomplete note for the accommodation of the maker, which was later improperly filled in by the latter and transferred to the plaintiff, the payee. The note was dishonored at maturity and the plaintiff sues the defendant as indorser. Held, that he may recover. Johnston v. Knipe, 105 Atl. 705 (Pa.). Under the Bills of Exchange Act, a payee is not a holder in due course. Herdman v. Wheeler, [1902] 1 K. B. 361. See BRANNAN, NEG. INST. LAW, § 14 (c). In a later case, however, the English court allowed recovery by a payee on the theory that the maker was estopped from setting up that a third party had filled up the blanks in excess of his authority. Lloyd's Bank v. Cooke, [1907] 1 K. B. 794. The theory of estoppel does not extend to the case where the blanks were filled in without any authority from the maker. Smith v. Prosser, [1907] 2 K. B. 735. Under the Negotiable Instruments Law, a payee has also been held not a holder in due course. Vander Ploeg v. Van Zuuk, 135 Iowa, 350, 112 N. W. 807. But the New York and Massachusetts courts have declined to follow the latter decision, giving "negotiation" a broader interpretation than is warranted by a literal construction of

the act. Boston Steel & Iron Co. v. Steuer, 183 Mass. 140, 66 N. E. 646; Brown v. Rowan, 91 N. Y. Misc. 220, 154 N. Y. Supp. 1098. Strangely, however, the New York court has held that transference by a thief is not such a "negotiation" as will constitute a payee a holder in due course. Empire Trust Co. v. Manhattan Co., 97 Misc. 694, 162 N. Y. Supp. 629. See 30 HARV. L. REV. 515. The question arises for the first time in Pennsylvania, and the court also repudiates the Iowa decision. The fact that the defendant was an irregular indorser and not the maker, as was true in all the preceding cases, can create no basis for any substantial distinction. See also Thorp v. White, 188 Mass. 333, 74 N. E. 592; Liberty Trust Co. v. Tilton, 217 Mass. 462, 105 N. E. 605.

CARRIERS-DUTY TO TRANSPORT - LIABILITY OF CARRIER FOR Act of FOREIGN AGENT IN ACCORDANCE WITH FOREIGN LAW. - The defendant, a common carrier running freight steamers between the United States and Shanghai, China, employed as agent in Shanghai a British firm, which was, by English law, forbidden to deal with parties on the British "black list." In 1916 the plaintiff, an American citizen, agent for German subjects and therefore on the "black list," tendered goods for carriage to the defendant's agent. In accordance with his legal duty, the latter refused to accept them for transportation. The plaintiff brought an action to recover for this refusal. Held, that the defendant is liable. Swayne v. Hoyt, 255 Fed. 71.

One of the duties of a common carrier is to receive for carriage, subject to reasonable limitations, any goods offered it, the nature of which corresponds to those which it professes to carry. Ill. Cent. R. R. Co. v. Frankenberg, 54 Ill. 88. Accordingly, the refusal to serve the plaintiff, unless justified, rendered the defendant liable. A common carrier must serve without discrimination every member of the class it professes to serve. Pittsburg, etc. Ry. Co. v. Morton, 61 Ind. 539; Brown v. Memphis & C. Ry. Co., 5 Fed. 499. See WYMAN, PUBLIC SERVICE CORPORATIONS, § 344. Refusal to serve must be based on the possibility of performing the service, not on the character of the shipper. See WYMAN, PUBLIC SERVICE CORPORATIONS, § 550. The mere refusal of a carrier's employees to serve does not relieve the carrier of liability. Seasongood, etc. Co. v. Tennessee, etc. Transp. Co., 21 Ky. L. Rep. 1142, 54 S. W. 193. On the other hand, subserviency to governmental authority is a defense. Palmer v. Lorrillard, 16 Johns. 348; Phelps v. Ill. Cent. R. R. Co., 94 Ill. 548. In the principal case, however, the law bound the agent alone and not the defendant principal. It is submitted that the defendant's duty to render reasonable service to the public required the maintenance of a competent agent. It was reasonable to expect the situation which arose, and the defendant should have provided for it. St. Louis, etc. Ry. Co. v. State, 85 Ark. 311, 107 S. W. 1180. Hence the incompetency of the agent was no excuse.

CONSTITUTIONAL LAW-DUE PROCESS POLICE POWER - LIMITATION OF FEES OF EMPLOYMENT AGENCIES. - An ordinance limited fees of employment agents to five per cent of the first month's wages and board. An employment agent charged a larger fee for furnishing a clerical position, and was convicted of violating the ordinance. Held, that the conviction be reversed. Wilson v. City & County of Denver, 178 Pac. 17 (Colo.).

For the protection of the public welfare private employment agencies are subject to regulation under the police power. Brazee v. Michigan, 183 Mich. 259, 149 N. W. 1053; Brazee v. Michigan, 241 U. S. 340; Price v. People, 193 Ill. 114, 61 N. E. 844. Legislation under this power will be overthrown only when utterly unreasonable. Rast v. Denman, 240 U. S. 342, 357. See 32 HARV. L. REV. 173. A prohibition of fees has been held unreasonable. Adams v. Tanner, 244 U. S. 590. See 31 HARV. L. REV. 490. And the same has been

held in regard to a limited maximum fee, because it regulated a harmless business. Ex parte Dickey, 144 Cal. 234, 77 Pac. 924. Cf. City of Spokane v. Macho, 51 Wash. 322, 98 Pac. 755. The principal case, however, recognizes the incidental evil of the business, exorbitant rates charged to the necessitous, but holds that laborers need protection while clerical and technical applicants do not. Accordingly the court, in order to render the ordinance constitutional, construes "wages" to include only the former. Grenada County v. Brogden, 112 U. S. 261; Chesebrough v. City & County of San Francisco, 153 Cal. 559, 96 Pac. 288. The term "wages" has received various constructions. See Bovard v. K. C., Ft. S. & M. Ry. Co., 83 Mo. App. 498, 501; In re Stryker, 158 N. Y. 526, 528, 53 N. E. 525; South & North Alabama Railway v. Falkner, 49 Ala. 115, 118. But each case should depend on its own subject matter and object. Gordon v. Jennings, 9 Q. B. D. 45, 46. And it is submitted that the ordinance in the principal case applies to all and is constitutional. It is, and was intended as, a regulation similar to usury laws to protect the necessitous, regardless of their employment. It seems that "wages and board" was used merely to afford a basis for computing the fee chargeable. See, dissenting opinions, Ex parte Dickey, 144 Cal. 234, 242, 77 Pac. 324, 327; Adams v. Tanner, 244 U. S. 590, 597.

CONSTITUTIONAL LAW POWERS OF LEGISLATURE: TAXATION POLICE POWER ENCROACHMENT THEREON. Section 2 of the Harrison Anti-Narcotic Act provides certain regulations and restrictions governing the sale, dispensing and distribution of opium and its derivatives. The Circuit Court of Appeals held the provisions unconstitutional as an invasion of the police power reserved to the states. On error to the Supreme Court, held, that the provisions were valid. United States v. Doremus, U. S. Sup. Ct., Oct. Term, 1918, No. 367.

For a discussion of this case, see NOTES, page 846.

CONTEMPT OF COURT CONSTRUCTIVE CONTEMPT PUBLIC ASSAULT ON ALLEGED INFORMER. — The defendant, in violation of an injunction, removed liquor from his saloon. Pending an application against him to punish for contempt, the defendant publicly but outside the presence of the court assaulted and battered a person supposed by him to have given the information as to removal of the liquor. In fact, the defendant was mistaken in the identity of his victim. Held, that the defendant is guilty of contempt of court. In re Hand, 105 Atl. 594 (N. J.).

In general, any conduct which obstructs the due administration of justice constitutes contempt of court. See Adams v. Gardner, 176 Ky. 252, 257, 195 S. W. 412, 414; Ex parte Clark, 208 Mo. 121, 145, 106 S. W. 990, 996; OSWALD, CONTEMPT OF COURT, 3 ed., 6. Thus it is contempt to procure one already subpoenaed as a witness to absent himself from the trial. Commonwealth v. Reynolds, 80 Mass. 87. See State v. Moore, 146 N. C. 653, 61 S. E. 463; 2 BISHOP, CRIMINAL LAW, 8 ed., § 258. Nor would the fact that the subpoena had not yet been served make such acts any less an obstruction of justice. Rex v. Carroll (1913), Vict. L. R. 380. See 2 WHARTON, CRIMINAL LAW, 7 ed., § 2287; 27 HARV. L. REV. 166. Even the use of threatening language toward an intended witness for the purpose of intimidating him in giving his evidence is a contempt of court. Shaw v. Shaw, 8 Jur. (N. S.) 141. See Rex v. Gray, 23 N. Z. L. R. 52 C. A. A fortiori an assault and battery upon a witness to influence his testimony in a future trial constitutes a contempt. Brannan v. Commonwealth, 162 Ky. 350, 172 S. W. 703. See 32 HARV. L. REV. 174. The principal case, in holding as a contempt an act of this nature done outside the presence of the court, the battery being committed upon one who is not a witness, goes beyond the prevailing authorities. The policy of the law, it appears, is to confine the doctrine of constructive contempt to cases falling within

the established rules. Haskett v. State, 51 Ind. 176. Since, however, the assault here operated as a warning to others that anyone testifying against the defendant was in danger of suffering the same consequences, it would seem that the free course of justice was thereby obstructed sufficiently to constitute a contempt of court. See Beale, "Contempt of Court, Criminal and Civil," 21 HARV. L. REV. 161.

EVIDENCE - DOCUMENTS - REJECTION OF A MEMORANDUM PROCURED BY FRAUD. In defense to an action for breach of oral warranty, the defendant pleaded that the contract had been reduced to writing, and gave in evidence a written memorandum which apparently restricted the alleged warranty so as to defeat the plaintiff's recovery. The plaintiff proved that his signature to the memorandum had been procured by a fraudulent misrepresentation as to its contents, and the lower court did not admit the writing. Held, that the memorandum was properly excluded. Whipple v. Brown Bros. Co., 121 N. E. 748 (N. Y.).

If a specialty fails to express the true intention of the parties on account of mistake, clerical error, or fraud, equity may reform it. Pickens v. Pickens, 72 W. Va. 50, 77 S. E. 365; Kinman v. Hill, 156 N. W. 168 (Iowa); Jones v. Johnston, 193 Ala. 265, 69 So. 427. In such cases equity merely makes it possible for the parties to perform the contract actually made. See 4 POMEROY, EQUITY JURISPRUDENCE, §§ 1375-76. In determining whether there is a contract the law now regards, not the hidden intentions, but the inferences that one party reasonably draws from the words and acts of the other. Stoddard v. Ham, 129 Mass. 383; Williams v. Burdick & Co., 63 Ore. 41, 126 Pac. 603. If a written memorandum of a sale does not express the true intention of the parties on account of the fraud of one of the bargainors, the writing is not evidence of a contract either on the old theory of a meeting of minds or the modern theory of expressed mutual assent. Shea's Appeal, 121 Pa. 302, 15 Atl. 629; ShoresMueller Co. v. Lonning, 159 Iowa, 95, 140 N. W. 197. In the principal case, therefore, the memorandum procured by fraud was properly rejected. It seems that if the plaintiff, although wishing to postpone action on the contract, had desired to have the memorandum so modified as to avoid future prejudice, he could have had it reformed in equity on a bill quia timet. See Brown v. Statler, 206 Mass. 119, 122, 92 N. E. 78, 79.

ILLEGAL CONTRACTS - CONTRACTS AGAINST PUBLIC POLICY AGREEMENT OF OFFICER OF A CORPORATION TO PROCURE A CONTRACT FROM THE CORPORATION. - The defendant agreed to form a corporation of which he should be a director and to procure a contract whereby all the goods of the corporation were to be bought from the plaintiff at a price named by him and to be sold at prices fixed by him. The corporation was organized with the defendant as director, but he failed to procure the contract from the corporation. The plaintiff then brought action for the breach of the original agreement. Held, that the agreement is illegal. Rosenthal v. Light, 173 N. Y. Supp. 743.

The general principle is well established that a contract by the directors or stockholders of a corporation which tends to influence their action to the prejudice of the corporation, its creditors, or the other stockholders is illegal. Such contracts usually consist of promises of employment by the corporation to incorporators or purchasers of stock. West v. Camden, 135 U. S. 507; Guernsey v. Cook, 120 Mass. 501. This rule has been relaxed somewhat in cases where the parties to the contract were the only ones interested in the corporation or where all those interested have consented, and it does not appear that the performance of the contract will lead to a breach of the duties owed the corporation. Drucklieb v. Harris, 209 N. Y. 211, 102 N. E. 599; Kantzler v. Bensinger, 214 Ill. 589, 73 N. E. 874. See Fabre v. O'Donohue, 173 N. Y. Supp.