But see next case. combination in part at least designed to create a monopoly and exact from the public prices which could not be otherwise obtained, is liable to have its charter vacated and annulled for such subversion of the object for which it was created. Id. 288. A manufacturing corporation cannot enter into any partnership arrangement, either directly or indirectly, through the medium of a trust, or into any substantial consolidation which will avoid and disregard the statutory permissions and restraints; and any voluntary attempt by it to do so will be such a material violation of its charter as to justify its dissolution. People v. North River Sugar Ref. Co. 9: 33 280. A court of equity can wind up a corporation at the suit of a minority stockholder, and appoint a receiver for that purpose, with an order for an accounting, where the corporation has utterly failed of its purpose because of fraudulent mismanagement and misappropriation of its funds in the interest of one who owns a majority of its stock, some of which is nominally held by directors who are merely dummies under his control. Miner v. Belle Isle Ice Co. 93 Mich. 97, 17: 412 281. The power of a court of equity on good cause shown, to dissolve or close up the busi ness of any corporation, which is conferred by 25 of the Illinois statute for the incorpora-121 N. Y. 582, tion of companies for pecuniary profit, exists only as a portion of the relief provided for by that section, and does not authorize the exercise of such power except for causes for which the state might procure a judgment of forfeiture at law. Wheeler v. Pullman Iron & S. Co. 143 Ill. 197, 17: 818 b. Grounds of Forfeiture. See also COMMERCE, 6. 289. There may be actual corporate conduct which will authorize the dissolution of a corporation, although there is no formal corporate action taken for the purpose of producing such conduct. Id. 290. In a proceeding to annul a corporate ranchise for abuse of powers, the substantial nquiry is: What has the corporation in fact accomplished; what has been its conduct and ffective work?— and the manner in which the result has been reached is immaterial. Id. 291. An action may be brought by the attorhey general to annul the existence of a corpo282. Acts ultra vires, or in excess of powers, Tation, the only object and purpose of whose are not necessarily a misuser of the franchises, incorporation is to run and maintain a railway such as will warrant their forfeiture. To jus- in the streets of a certain city in Wisconsin, tify such forfeiture, the ultra vires acts must where it has failed to fulfill the conditions of be so substantial and continued as to so de- the ordinance under which it was granted perrange or destroy the business of the corpora- mission to build its street railway, in respect tion that it no longer fulfills the end for which to the manner of construction and equipment, it was created. Ultra vires acts may be such inasmuch as, under the peculiar provisions of as to justify interference by the State by in- the Wisconsin statutes, the ordinance has the Junction to prevent a continuance of the ex-force and effect of a statute of the State, and cess of powers, while they would not be a a neglect to comply with its conditions incurs sufficient ground for a forfeiture of the cor- a forfeiture of the franchises thereby given. porate franchises in proceedings by quo war-State. Attorney General, v. Madison Street R. ranto. State, Clapp v. Minnesota Thresher Co.72 Wis. 612, 1: 771 Mfg. Co. 40 Minn. 213, 3: 510 292. For failure to make the annual report 283. If the unauthorized acts of a corpora- required by the New York Manufacturing tion affect merely stockholders and creditors Act of 1848, § 12, a corporation incurs the liawho have an adequate legal remedy, the state bility of forfeiture of its charter. People v. will not interfere. Id. Buffalo Stone & C. Co. 131 N. Y. 140, 15: 240 284. The object of proceedings by quo warranto against a corporation being to protect public interests, to warrant a forfeiture of corporate franchises for misuser, the misuser mus be such as to work or threaten a substantia injury to the public. Id. 285. To warrant the annulment of a corporate franchise, the corporation must be shown to have exceeded or abused its powers in such a manner as to threaten or harm the public welfare. People v. North River Sugar Ref. Co. 121 N. Y. 582, 9: 33 286. The exercise and use of the franchises of a corporation for the benefit of the public is a condition on which it is allowed to be created and maintained; and when it.voluntarily declines to fill this condition, or places itself in a situation as a consequence of its voluntary action in which that may be prevented, it may be annulled at the suit of the attorney general. Re Sugar Trust Case, 54 Hun, 354, 5: 386, Aff'g 54 Hun, 355 (note), 2: 33 287. A manufacturing corporation which, instead of manufacturing its product and disposing of it to the public on what might be fair competitive prices, becomes a party to 296. The right of trustees in a corporate mortgage to take possession and control of the property and carry on the business for which it is used is a property right or interest which survives the voluntary dissolution of the corporation. Nelson v. Hubbard (Ala.) 17: 375 297. A corporation violating the organic law forfeits its franchise, but does not thereby become subject to the escheat or confiscation of its property. Com. Attorney-General, v. New York, L. E. & W. R. Co. 132 Pa. 591, 7: 634 298. The franchise of a street-railroad company, under which it is authorized to construct and maintain a street railroad and run cars thereon for the transportation of freight and passengers, survives the dissolution of the corporation. People v. O'Brien, 111 N. Y. 1, 2: 255 299. An express reservation by the Legislature of power to repeal a charter can give no authority to take away or destroy property lawfully acquired or created under authority conferred by the charter. Id. d. Effect on Causes of Action. As to Impairing Corporate Contracts by Dissolution, see CONTRACTS, 377-379. 300. An action for libel cannot be prosecuted by a receiver in insolvency of the corporation libeled, although the libel has resulted in pecuniary injury to such corporation and thus diminished the estate passing to the receiver. Milwaukee Mut. F. Ins. Co. v. Sentinel Co. 81 Wis. 207, 15: 470 307. The directors of an insolvent corporation are, by virtue of their position, debarred from preferring debts of the corporation due to themselves. Olney v. Conanicut Land Co. 16 R. I. 597, 5: 361 308. Where a man brought an action against a corporation for injuries resulting from negh gence, pending which the corporation, then insolvent, mortgaged its property to its directors for money advanced, after recovering judg ment and levying on the corporate property, he was entitled by bill in equity to have the mortId. gage declared void as against him. der the laws of Ohio, after it has become in309. A corporation for profit, organized unsolvent and ceased to prosecute the objects for which it was created, cannot, by giving some of its creditors mortgages on the corporate property to secure antecedent debts without other of creditors. Rouse v. Merchants Nat. Bank 310. One employed by a corporation on a 15: 627 301. The further prosecution of a suit for li- behalf over the other creditors, or over a genconsideration, create valid preferences in their bel is within the terms of an injunction restrain-eral assignment thereafter made for the benefit ing a corporation from exercising any of its corporate rights, privileges, or franchises: and where the injunction is granted under statutory authority, upon the appointment of a receiver because of the insolvency of the corporation, the defendant in the libel suit may avail himself of it to procure a stay of further proceedings in such suit. ld. 302. The right to continue the prosecution of a suit is not saved to a dissolved corporation by a statute which continues the existence of such corporations for three years for the prosecution of actions, and gives the managers power to settle up its affairs, subject to the power of the court to make a different provision, where the court appoints a receiver and enjoins the corporation from exercising any of its rights, privileges, or franchises. Id. 303. The dissolution of a corporation works an abatement of suits pending against it, and presents an insuperable impediment to the institution of new suits, against it, unless some clear statutory provision prevents the termination of its existence for the purposes of its organization from having this effect. Nelson v. Hubbard (Ala.) 17: 375 311. A "superintendent" of a natural-gas campany, who is not a general manager, or a general agent, or an officer of the company, but whose principal duties are to superintend the construction of trenches and the laying of gas pipes, is a laborer within the meaning of that term as used in Elliott's (Ind.) Supp. 605, giving a preference to laborer's claims for wages against corporations. Pendergast v. Yandes, 124 Ind. 159, 8: 849 312. Under Wis, Rev. Stat. §§ 3216 et seq., a 304. The continuation of the existence of judgment creditor of an insolvent corporation, corporations "dissolved by forfeiture or any whose execution has been returned unsatisfied. other cause," provided for by Ala. Code, may maintain a suit against the company and $1690, does not apply to corporations dissolved the other necessary parties defendant to faciliby the voluntary act of the owners of three tate the collection of the claim, in which its fourths of the stock, under SS 1683-1689, effects may be sequestrated and placed in the which supply a complete scheme or system of hands of a receiver, and all suits by other procedure for winding up its affairs. Id.creditors enjoined, and such creditors com pelled to come into the action for an equal | Iowa, operating a railroad from a point on the distribution of assets. Stockholders may be Missouri River directly opposite the terminus made parties and compelled to pay the of the other road, to Chicago, is not a foreign amounts due on their stock subscriptions, and corporation. State, Leese, v. Chicago, B. & Q. officers of the law may be compelled to de- R. Co. 25 Neb. 156, 2: 504 liver to the receiver property in their hands under attachments or executions against the corporation. Ballin v. J. & E. B. Friend Lace Importing Co. 78 Wis. 404, 10: 742 313. A state statute granting powers and privileges to corporations must, in the absence of plain indications to the contrary, be held to apply only to corporations created by the state and over which it has the power of visitation and control. Re Prime's Estate, 136 N. Y 347, 18: 713 314. A foreign corporation will not be held void as an evasion of the laws of the State in which all the corporators reside and in which is the principal place of business of the company, where there was no fraud or evasion of the law of the State of incorporation, and the certificate of incorporation was granted by the secretary of state with knowledge of the facts. Demarest v. Grant, 128 N. Y. 205, 13: 854 See also supra, 315. Neb. Const. art. 11, § 8, denying the right of eminent domain to a railroad corporation organized under the laws of another State or of the United States, until it has become a body corporate under the laws of Nebraska, does not prohibit existing railroad companies, one of which is a domestic corporation, from forming a new corporation by consolidation, pursuant to the laws of the State, and thereby becoming a domestic corporation. State, Leese, v. Chicago, B. & Q. R. Co. 25 Neb. 156, 2: 564 316. One state cannot, by a mere legislative declaration, make all corporations created by charter or the laws of other States domestic corporations of such State; at least it cannot, by such declarations, deprive the foreign cor: poration of its right to resort to the federal courts in cases where such right is conferred by the Constitution and laws of the United States. Rece v. Newport News & M. V. R. Co. 32 W. Va. 164, 3: 572 Right to do business. 319. The law of comity does not require that a mercantile corporation organized under the laws of another State shall be allowed to do business in Texas, as the repeal in 1885 of a statute granting the privilege of organizing mercantile corporations is a direct prohibition against the operation of such corporations in the State. Empire Mills v. Alston Grocery Co. (Tex. App.) 12: 366 320. A state Legislature has power to prescribe the conditions upon which insurance companies of other states can do business within the state. State v. Phipps, 50 Kan. 609, 18: 857 321. A foreign insurance company exercising franchises and privileges without authority of law may be ousted therefrom by a proceeding in quo warranto. State, Attorney-General, v. Fidelity & C. Ins. Co. 49 Ohio St. 440, 16: 611; State, Attorney-General, v. Western U. Mut. L. & A. Soc. 47 Ohio St. 167, 8: 129 322. A license to a foreign insurance company, issued by the superintendent of insurance, is not a bar to a proceeding in quo warranto on the ground that it is exercising franchises and privileges without authority of law. State, Attorney-General, v. Fidelity & C. Ins. Co. 49 Ohio St. 440, 16: 611 323. Ala. Rev. Code, § 1180, prohibiting the agent of any foreign insurance company from transacting any insurance business without first auditor, does not prohibit the transaction withprocuring a certificate of authority from the in the State by a foreign insurance company of business generally, not in the line of insurance business. Boulicare v. Davis, 90 Ala. 207, See also INSURANCE, 8-11, 13, 351. 9: 601 324. To make a case for the retaliatory provision of Ohio Rev. Stat. § 282, as to insurance companies of a state which imposes prohibitions upon Ohio companies "doing business in such state," it must appear at least that an Ohio company has been formed to do substantially the same kinds and lines of insurance as the foreign company wishes to do in Ohio. State, Attorney-General, v. Fidelity & C. Ins. Co. 49 Ohio St. 440, 16: 611 325. A state statute imposing on insurance companies of another state or nation the same obligations and prohibitions that are imposed in such other state or nation upon corporations of the former state is retaliatory in character, and must be confined to cases fairly within its letter. Id. 317. While a corporation may be chartered by the same name by two States, clothed with the same capacities and powers, and intended to accomplish the same objects, and be exer- 326. Inasmuch as Michigan statutes allow cising the same powers and duties in both policies of life insurance to be issued only States, yet it will, in law, be two distinct cor- when they specify the sum payable at a fixed porations, one in each State, with only such amount, and do not permit endowment policies corporate powers in each State as are conferred by assessment companies while assessment by its creation in that State. Id. companies in Ohio are not allowed to guarantee 318. A corporation consolidated under the any fixed sum further than what might be reprovisions of Neb. Comp. Stat. 1887, chap. 16, alized from assessments, unless they have com$114, by the union of a corporation operating plied with the statutes relating to regular mua railroad from a point within the State, on the tual life insurance companies, and in that case Missouri River, and another corporation or are allowed to issue endowment policies at a ganized under the Laws of Illinois and of fixed sum, Ohio companies are not permitted to do business in Michigan on substantially the same basis and limitations as they are in Ŏhio, and therefore, under the proviso of Ohio Rev. Stat. § 3630 E, Michigan insurance corporations are not entitled to a license to do business in Ohio. State, Attorney-General, v. Western U. Mut. L. & Acci. Soc. 47 Ohio St. 167, 8: 129 327. The Illinois statutory provision, that whenever any other State shall require Illinois insurance companies doing business therein to deposit and pay a greater amount than the Illinois laws require of such companies, then companies of such State doing business in Illi the absence of any testamentary disposition, to 2. For the unlawful mutilation of a dead body an action for damages will lie in favor of the widow of the deceased. Id. CORROBORATION. nois shall be required to pay or deposit the Of Witness, see WITNESSES, 76-78. 4: 473 328. A Maryland statute providing that whenever the laws of any other State impose upon Maryland insurance companies seeking to do business within its borders greater obligations or prohibitions than are prescribed for foreign companies seeking to do business in Maryland, the same obligations and prohibitions shall be imposed on companies of such State which shall seek Maryland business,-makes such foreign law the rule which Maryland will ap ply to companies of the foreign State asking permission to do business within its territory; and if a Maryland company is refused a license in the foreign State merely on the ground of discretion, the latter's companies may be refused license in Maryland on the same ground, although the Maryland statutes do not in terms authorize it. Talbott v. Fidelity & C. Co. 74 Md. 536, 13: 584 Ownership of property. COSTS AND FEES. I. RIGHT TO RECOVER; LIABILITY FOR. Review on Appeal of Decision as to, see AP- 695-700. I. RIGHT TO RECOVER; LIABILITY FOR. 1. On a reversal in the supreme court of a judgment of the district court, the plaintiff in certiorari is not entitled to costs. Seabury 103, 52 N. J. L. (23 Vroom) 413, v. Crowell (N. J. Sup.) 51 N. J. L. (22 Vroom) 11: 136 ceiver of an insolvent mutual insurance com2. Under How. (Mich.) Stat. § 4263, a repany recovering judgment against members on assessments made by him against them may recover costs, whatever the amount of the judgment, although § 8964 gives costs to the defendant where the judgment against him is less than $100. Wardle v. Townsend, 75 Mich. 385, 4: 511 329. The state only can question the right of foreign corporations to hold lands in excess of the amount limited by statute. American Morta. Co. v. Tennille, 87 Ga. 28, 12: 529 3:0. A foreign corporation owning all the stock of a domestic corporation, where the stat3. The costs of proceedings to condemn utes allow its stock to be held by other corpo- land may be put upon the party seeking to rations, does not thereby "acquire or hold the real estate of the domestic corporation so as giving discretion as to costs, where the case condemn, under Cal. Code Civ. Proc. § 1255, to violate the Pennsylvania Act of April 26, has not been properly opened and proved and 1855, against acquiring or holding real estate a reversal therefor is required. San Diego Land "directly in the corporate name, or by o11. Co. v. Neale, 88 Cal. 50, 11: 604 through any trustee or other device whatsoever, unless specially authorized," under penalty of escheat. Com. Attorney General, v. New York L. E. & W. R. Co. 132 Pa. 591, 7: 634 331. A simple bequest of money to be paid to a foreign corporation is valid, even if the law of the state forbids the execution of such a trust as that for which the corporation is created in the state where the will is made. Presbyterian General Assembly v. Guthrie, 86 Va. 125, See also BURIAL. CORPSE. 6: 321 1. The right to the possession of a dead body for preservation and burial belongs, in 4. The costs of a suit by a taxpayer, by which the execution by the city of an illegal contract is enjoined, are taxable against both fendants. Chicago v. McCoy, 136 Ill. 344, the city and contractor, if both are made de In partition. 11: 413 5. The matter of costs in partition proceedings is peculiarly within the discretion of the trial court; and there is no abuse of such discretion in imposing a portion of the costs upon a grantee of the interest of one of the cotenants in proportion to the part set off to him. Young v. Edwards, 33 S. C. 404, 10: 55 6. Where a bill in partition was filed seasonably, and the title of one of the defendants, who was adjudged to be entitled to the entire land, could only have been established by suit, the complainant may be allowed costs. Van Tine v. Van Tine (N. J. Ch.) (Not to be Rep.) 1: 155 7. The intervener in a partition suit who withdraws his petition may be decreed to pay the costs incurred by him, and the costs of suit to establish the title may be decreed to plaintiff, while the costs of the partition shonld be equally divided among the parties to whom the land is decreed. Askey v. Williams, 74 Tex. 294, 5: 176 10. Taxable costs of all parties in a suit for the construction of a will may be ordered out of the funds of an estate before distribution. Powers v. Jeudevine, 61 Vt. 587, 7: 517 II. AMOUNT; PRACTICE; COLLECTION. 17. A rule of court requiring a copy of each pleading to be filed with it, and allowing therefor a fee of 10 cents per hundred words, and directing the same to be taxed with the costs, does not apply to a petition which consists of many counts precisely alike with the exception of dates, etc., as to which a copy of one count with a reference to the others will suffice, so as to allow the taxing of costs for a copy of the whole pleading. Cook v. Chicago, R. 1. & P. R. Co. 81 Iowa, 551, 9: 764 18. The expense of an unofficial search made by a title insurance company is not taxable as part of the disbursements on foreclosure of a mortgage, "according to the course and practice of the court," there being no express provision of law allowing such item, although the expense of an official search by a county clerk can be taxed. Equitable L. Assur. Soc. v. Hughes, 125 N. Y. 106, 11: 280 Extra allowance. 19. An extra allowance of costs may be granted in the discretion of the court, on the denial of an injunction against a street-railway company to prevent the use of a particular system of electric propulsion over a part of its road, if there is any evidence in the moving papers tending to establish the value of such use. Hudson River Teleph. Co. v. Watervliet 17: 674 Turnp. & R. Co. 135 N. Ý. 393, 20. An extra allowance of costs is not precluded by the fact that on a former trial of the same case an extra allowance had been granted and the costs paid as a condition of a new trial. Bolton v. Schriever, 135 N. Y. 65, 18: 242 Stay for payment. 21. Staying a second suit in ejectment until plaintiff pays the costs of a former unsuccessful action does not violate a constitutional guaranty that for any injury a person shall have "a remedy by due process of law," and right and justice shall be administered without sale, denial, or delay. Shear v. Box, 92 Ala. 596, 11: 620 11. A claim by the Physio-Medical Institute to a legacy given to the "Physio-Medical College" has not sufficient merit to warrant allowance of claimant's costs out of the fund, if the evidence plainly shows that claimant was not the legatee intended. Stratton v. Physio-Medical Institute, 148 Mass. 505, 5: 38 12. The power of the supreme court to allow a defeated appellant costs out of the fund in a suit for the construction of a will which came to it from the circuit court on exceptions after an appeal from the probate court is limited, under Vt. Rev. Laws, § 2280, to the allowance of the costs in that court. Jones v. Knappen 63 Vt. 391, 14: 293 13. Costs of a contest on the accounting of a husband's executors, to determine whether or not a husband and wife were tenants by the entirety in a bond and mortgage for moneys of which each contributed part, should be paid | For Adverse Possession by Cotenant, see ADout of the estate where the question is new and the executors have acted in good faith. Re Albrecht, 136 N. Y. 91, 18: 329 Charging administrator. 14. An administrator should be personally charged with costs by the judgment against him, where he fails in an action brought by him under a statute providing that" in all civil causes at law the party prevailing shall recover costs." Lynch v. Webster, 17 R. I. 513, Security. 14: 696 15. An independent foreign government is a person residing without the State," within the meaning of N. Y. Code Civ. Proc. § 3268, requiring security for costs from such persons. Republic of Honduras v. Soto, 112 N. Y. 310, 2: 642 16. When a deposit of money, as security for costs, has once been made the court has no authority, under N. Y. Code Civ. Proc. § 2376, to require any additional security. Id. COTENANCÝ. VERSE POSSESSION, 2, 28-32. Deed by Cotenant, see DEEDS, 19. WIFE, 55. Right of Cotenants as to Improvements, see As to Partition between Cotenants, see PAR |