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affect nor apply to any contract that shall be made between husband and wife." Probably the prohibition extends only to property not belonging to the wife. But the matter is vague.

the defendant has got at least some letters which ought to have been treated as the letters of the plaintiffs, and to have been sent on to them. Instead of doing that the defendant has opened them, and not until some time afterward has he given them to the plaintiffs, or offered to them the money intended for them which was in the letters. There is also a case where money was paid to the defendant for the

NOTES OF CASES.

'N' Hermann Loog v. Bean, 51 L. T. Rep. (N. S.) hire of a sewing machine of the plaintiffs, and the

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of the plaintiffs, had been making statements to the siderable time send the money or the sewing machine plaintiffs' customers injurious to their business, and to the plaintiffs. The defendant having so acted, trying to interfere with their customers making the case is in my opinion one in which it is the duty payments to them, and had notified the post-office of the court to interfere, and to see that he does not, to send any letters addressed to him there to another by reason of his having been employed in the plaintaddress, held, that he should be enjoined from such iffs' house of business, obtain letters which are instatements and interference, and to withdraw such tended for them, and really belong to them, but notice, the plaintiffs undertaking not to open any which have come, under his directions given to the letter adressed to the defendant except at certain postmaster, to his own private address." Bowen, L. fixed times, with liberty to the defendant to be pres- J., said: "There is a wrong done which is actionent: Cotton, L. J., said: "The court has of late able if it has been committed, and which naturally granted injunction in cases of libel, and why should would, if repeated or persisted in, affect injuriously it not also do so in cases of slander? It is clear that the property or trade of the plaintiff company. It slanderous statements, such as were made to old has been held since the Judicature Act that a plaintcustomers in this case, must have a tendency mate- iff is entitled to the protection of the court against rially to injure the plaintiffs' business; they are a wrong of that sort which is contained in a written slanders therefore spoken against their trade. It is document; that is to say, the court will restrain the not necessary therefore in my opinion to show that publication of a libel which is immediately calculoss has actually been incurred in consequence of lated to injure the property and trade of the person them. If they are calculated to do injury to the against whom it is directed. Then can there be any trade, the plaintiffs may clearly come to the court. distinction in principle between a slander which is There is no doubt more difficulty in granting an in- contained in a written document and a slander which junction as regards spoken words than as regards is not? In the cases of Thorley's Cattle Food Company written statements, because it is difficult to ascer v. Massam, and Thomas v. Williams, the court intain exactly what is said. But when the defendant terfered to restrain the slander which was placed is proved to have made certain definite statements upon paper, so that clearly in the case of such writsuch as are mentioned in the order, in my opinion | ten slander as is naturally attended with injury to an injunction is properly granted to prevent his re- property and business, the court has jurisdiction to peating them. Then the second part of the injunc-interfere, and it appears to me that the same princition, which is in part mandatory, restrains the ple must apply to spoken slander. Then I come to defendant from giving instructions to the postmaster the next question, about the notice to the postas to his letters, and orders him to withdraw a notice master. The defendant changes his address from that he has already given to the postmaster. Objec- the plaintiff company's office to a private residence, tion is taken to that on the ground that it is a man- and sends to the postmaster a notice that all letters datory injunction, and that the defendant had a addressed to him at the plaintiffs' office are to follow right to give directions to the postmaster to send him to his own residence. Now, a man has a right, his letters to his actual address. I need hardly say when he changes his address, to tell the postmaster any thing about the mandatory injunction being to send his own letters after him; but it is obvious granted. This court, when it sees that a wrong is that he has no right to tell the postmaster to send committed, has a right at once to put an end to it, somebody else's letters after him. The question and has no hesitation in doing so by a mandatory injunction if it is necessary for the purpose. Then as to the merits, undoubtedly a man when he changes his address has a right to give directions to a postmaster to send on to him his letters, but that assumes that they are his letters; and what we find here, is that the defendant was formerly residing at the plaintiffs' office as a servant of the plaintiffs, and a very large proportion of the letters addressed to him were undoubtedly letters relating to the business of the company, though of course there might be some letters which would be marked 'private.' By means of his notice to the postmaster

here is whether the defendant has not done some thing more than tell the postmaster to send his own letters after him- his letters relating to his own private business; and I think he has, because letters addressed to an agent at the office of his principal are frequently addressed to him as a servant, though there may of course be among them private letters which belong in law to him. There may be signs which would show whether the letters belong to the servant or to his master for instance, words written on the envelope. But the servant has no right, merely because letters are addressed to him, to say that they are his own if there is nothing on the

envelopes to show that they are his own, and not his employer's letters. Therefore his notice to the postmaster is clearly too large, because all the letters which are addressed to him at his place of business do not belong to him." Fry, L. J., said: "1 conceive that the court has plainly jurisdiction to grant injunctions against slander, as well as against libel. At the same time I am not unconscious of the inconvenience which would result from trying actions for slander on motions to commit. I think that requires careful consideration in any case in which the court is asked to grant an injunction against slander. Then with regard to the notice to the postmaster. It seeme to me, for the reasons given by Bowen, L. J., that the notice was too large, and I come to that conclusion from the very simple fact that it has induced the postmaster to send to the defendant letters which belong to the plaintiffs. Then the question as to who is to open letters is undoubtedly one of considerable difficulty, for this reason, that the court is averse from interfering with a legal right except so far as is absolutely necessary, and in the present case the court would not desire to interfere with the legal right in the letters. But that right cannot be ascertained until they are opened; they must be opened by somebody, and therefore the court has to determine who is to open them. There are many reasons which induce me to think that the plaintiffs are the proper persons to open them. In the first place, the letters are addressed to their place of business; and in the next place, there appears to be a presumption prima facie that most of the letters addressed to the defendant coming there are letters which are addressed to the defendant on their business; and lastly, the defendant has certainly behaved, with regard to some of the letters, and with regard to his other relations to his former employers, in a manner which not creditable to him, and which, as between him and the plaintiffs, renders it more expedient that the opening should be done by them in his presence than by him in their presence." On the latter point, see Myers v. Kalamazoo Buggy Co., 30 Alb. LAW JOUR.

In Cassidy v. Janauschek, Pennsylvania Common

Pleas, December 13, 1884, it was held that a contract of hiring which provides that an actress may be discharged if the manager is satisfied in good faith that the actress is incompetent, makes the manager the sole judge of the competency of the actress, and if the manager discharged the actress for that reason, he is not liable for error of judgment exercised in good faith, although the jury should believe that the actress was competent. The particular reason for discharge was the plaintiff's refusal to go on the stage in disguise as a member of the mob in the tragedy of Marie Antoinette (she probably objected to wearing a mob cap.) The court said: "In a business which depends so much upon the effect produced upon the audience, as that of play acting, it seems reasonable that all the players should be subject to a call to assist in mak

ing a good presentment of the necessary tableaux. A good actress, moved by a proper spirit toward her manager, ought to have been ready and willing to do all in her power to contribute to the promotion of that success upon which both so much depend. So far the case has been considered upon the law applicable to contracts of hiring, without regard to the terms of the special contract in this case, which provided, that if upon fair trial, the defendant felt satisfied that the plaintiff was incompetent to perform the duties for which the defendant had contracted, in good faith, the latter might annul the contract on two weeks' notice. This clause made the defendant the sole judge of the competency of the plaintiff. In the case of Nelson v. Von Bonnhorst, 29 Penn. St. 352, it was held that a contract 'to pay whenever in my opinion my circumstances will enable me to do so,' imposes no legal obligation which can be enforced by action, although the court and jury should find that the party was of sufficient ability to pay the debt, as by the terms of the contract the debtor is made the sole judge of that fact. Under the contract in this case, the only question for the jury to determine was the good faith of the defendant, and therefore the jury were instructed that if the defendant was satisfied in good faith that the plaintiff was incompetent, the defendant had a right to dismiss the plaintiff, and in that case the verdict should be for the defendant, although the jury were of opinion that the plaintiff was competent to perform her parts. The defendant was not liable for error in her judgment, if in good faith she exercised her judgment and acted upon it. Having the power to give judgment, she is not liable for error if she did not act maliciously, although she may have exercised her power arbitrarily. Downing v. McFadden, 18 Penn. St. 334. No one is liable for a mistake in the exercise of a discretion conferred upon him. Moore v. School Directors of Clearfield, 59 Penn. St. 232. The defendant testified that she was satisfied that the plaintiff was incompetent, and discharged her for that season, as well as others; and she very properly introduced evidence showing that she has a basis for her judgment as evidence of her good faith, and for the purpose of showing that she did not set up her judgment as an afterthought and subterfuge to avoid the consequences of her action, free from doubt whether the jury ought not to have and she made so strong a presentment that it is not

been directed to render a verdict for the defendant." As to contracts to satisfaction, see Gibson v. Cranage, 39 Mich. 49; S. C., 33 Am. Rep. 351, and note, 353; S. C., 45 Am. Rep. 57; Werner v. Bergman, 28 Wood Reaping and Mowing Machine Co., 50 Mich. 565; Kans. 60; S. C., 42 Am. Rep. 152, note, 153.

INTER-STATE EXTRADITION.

I.

ONE

NE of the most important branches of the jurisprudence of this country is that which relates to inter-State extradition. The authors of the

Federal Constitution, to prevent the deplorable evils which would have resulted from the failure to regulate, by a comprehensive and uniform law binding upon all the States, a matter of such vital importance to the administration of criminal law, incorporated into the Constitution the provisions of section 2 of article "" a person charged in any State with treason, felony or other crime who shall flee from justice and be found in another State, shall on demand of the executive authority of the State from which he had fled be delivered up to be removed to the State having jurisdiction of the crime." The first and all important question is whether the imperative language of this provision imposes upon the several States a duty, the performance of which may be enforced by any tribunal, State or Federal; or whether the duty is one of imperfect legal obligation. That an absolute duty, involving no discretion whether the case is brought clearly within the language and spirit of this provision, was intended to be devolved upon the several States, cannot be seriously questioned. Indeed all the authorities support this view of the question. Work v. Corrington, 34 Ohio St. 64; S. C., 32 Am. Rep. 345; Kentucky v. Dennison, 24 How. 66. This duty however has been held by the United States Supreme Court to be a duty of imperfect legal obligation, for the reason that there is no constituted legal tribunal vested with authority to enforce its performance. For the purpose of the discharge of this duty the States are independent sovereignties with respect to one another, responsible to no superior, and not subject to the coercion of any tribunal. This duty is the same in its nature as those duties which are imposed by the laws of nations upon the different sovereignties of the civilized world in their intercourse one with another. Such duties are of imperfect obligation, because there exists no common tribunal to which nations can appeal for the settlement of their controversies; no court of judicature vested with the authority to determine their conflicting claims, and with the power of carrying its judgment into execution. The case of Kentucky v. Dennison, 24 How. 66, settled the doctrine of the exemption of the States and their executives from national or other control in all cases of inter-State extradition. In this case the governor of Kentucky moved the United States Supreme Court for a rule on the governor of Ohio to show cause why a mandamus should not issue commanding him to cause one Willis Lago, a fugitive from justice, to be delivered up to be removed to the State of Kentucky, having jurisdiction of the crime with which he was charged. The motion was overruled, with the concurrence of all the justices in the opinion of the court, delivered by Chief Justice Taney. The decision is summed up in its concluding sentence: "But if the governor of Ohio refuses to discharge this duty, there is no power delegated to the general government, either through the judicial department or any other department, to use any coercive means to compel him." To same effect State

v. Brown, 19 N. W. Rep. 429, and cases cited. This case also settled another very important question, namely, that the demand for the fugitive must be made by an appeal to the executive authority of the State, although the Constitution is entirely silent on that subject. The court say at page 102: "The clause in question, like the clause in the Confederation, authorizes the demand to be made by the executive authority of the State where the crime was committed, but does not in so many words specify the officer of the State upon whom the demand is to be made, and whose duty it is to have the fugitive delivered and removed to the State having jurisdiction of the crime. But under the Confederation it is plain that the demand was to be made on the governor or executive authority of the State, and could be made on no other department or officer, for the Confederation was only a league of separate sovereignties in which each State within its own limits held and exercises all the powers of sovereignty, and the Confederation had no officer, either executive, judicial or ministerial, through whom it could exercise an authority within the limits of a State. In the present Constitution however these powers to a limited extent have been conferred on the general government within the territories of the several States. But the part of the clause in relation to the mode of demanding and surrendering the fugitive is (with the exception of an unimportant word or two) a literal copy of the article of the Confederation, and it is plain that the mode of the demand, and the official authority by and to whom it was addressed under the Confederation, must have been in the minds of the members of the convention when this article was introduced, and that in adopting the same words they manifestly intended to sanction the mode of proceeding practiced under the Confederation - that is of demanding the fugitive from the executive authority, and making it his duty to cause him to be delivered up."

While the governor of a State has in every case the undoubted power to refuse to comply with the requisition and grant the warrrant, yet it is nevertheless his duty to issue his warrant for the apprehension of an alleged fugitive from justice in every case coming within the scope of the Constitution, unless some special reasons exist justifying a refusal. The courts have determined what some of these special reasons are. It is important that they should be referred to, not because they can ever be invoked in the courts to support the claim to immunity from arrest and surrender, but for the reason that it is always in the power of the alleged fugitive to obtain a hearing before the governor of the State in which he has been or is to be arrested, either after or before the issuing of the warrant by such governor. These rules which have been established by the judiciary for the guidance of executive discretion in such cases, though not obligatory upon the executive, will yet undoubtedly be observed and followed in all cases in which they may be properly applied. It therefore becomes neces

sary to inquire what rules have been established justifying the governor of a State in refusing to grant the warrant in cases where he has undoubtedly the power to issue it. Iu the first place if the alleged fugitive from justice is held for crime in the State to which he has fled, and from which he is demanded, the governor has the right to refuse, and should refuse to issue the warrant. Work v. Corrington, 34 Ohio St. 64; S. C., 32 Am. Rep. 345; Taylor v. Taintor, 16 Wall. 366, 370; Troutman's case, 4 Zabr. 634; In re Briscoe, 51 How. Pr. 422. He may and should refuse to deliver the fugitive when he is satisfied that the sole object of the prosccution and extradition is to enforce collection of a claim. Work v. Corrington, supra. In this case the court say on this point: "The provision was inserted in the articles of Confederation, and subsequently in the Constitution, to subserve public and not private purposes. The object was to secure the punishment of public offenders, and not to enforce the payment of private claims, whether well or ill founded. To employ this extraordinary process for public purposes tends to secure peace and good order, but to prostitute it to the advancement of private ends is to bring it into great disfavor. True, the theory is that the demanding State will hold the offender for trial, even though he be brought into the State fraudulently or forcibly, and without process, but experience shows that where the end sought is private the accused is rarely brought to trial. No satisfactory reason is perceived why a governor should issue or obey a requisition when he is satisfied that the sole object of the party complaining is to enforce the payment of a private claim for money. Such an abuse of process is equivalent to a fraudulent use of it." In such a case a warrant which has been already granted may be revoked. This was the ground on which the warrant in the case of Work v. Corrington, supra, was revoked, and the court approved and sustained the action of the governor in this respect, and expressed its opinion in these most emphatic words: "For reasons equally strong, a governor from whom such warrant is obtained for the advancement of private ends fails to discharge his duty if he neglects to revoke the provision discovering the fraud." The warrant may be revoked even after the fugitive has been apprehended and is in the custody of the agent of the demanding State, provided he is still within the territorial limits of the State upon which the demand was made. This is precisely what was done in the above case, and the action of the governor was approved by the court. Moreover the revocation need not be made by the governor who granted the warrant. It may be made by his successor in office. In the above case the warrant was issued by Governor Hayes, and was revoked by his successor, Governor Young. The reasoning of the court on this point is brief, but convincing and unanswerable: Further objection is made that Governor Young had no authority to revoke a warrant issued by Governor Hayes. But we have seen that the governor acts in

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his official capacity. The warrant is not process of the person holding the office of governor, but a warrant issued by an officer. We all agree that Governor Young had the same power to revoke a warrant issued by his predecessor that he had to revoke one issued by himself." The cases we have been considering are cases in which it has been held to be the moral duty of the executive to revoke a warrant once issued. These rules should therefore be invoked before the governor himself. The fugitive can never avail himself of them upon habeas corpus. If the decision of the executive is against him in cases where the power to grant the warrant exists, the decision is final and subject to no review. But suppose the executive revokes a warrant without any reason for so doing, will it be a good answer to the revocation, on a writ of habeas corpus, that the governor should not have recalled the warrant in the absence of any sufficient reason? In other words, is the power of the executive to revoke the warrant circumscribed or unlimited? On both principle and authority the power to revoke the warrant must be considered to be as broad and unlimited as the power originally to refuse the granting of the warrant. The case of Work v. Corrington, supra, is explicit on this point. The syllabus clearly states the decision so far as this question is concerned: "Where such warrant has been revoked by the governor no inquiry will be made in a proceeding on habeas corpus on behalf of the alleged fugitive as to the grounds of such revocation, although at the time of the revocation the fugitive may have been in the custody of the agent of the demanding State." It is therefore the law that the executive has the power not only arbitrarily to refuse the granting of the warrant, but also arbitrarily to revoke it after it has been properly issued. The moment it is revoked the agent of the demanding State ceases to have any authority to retain the fugitive in his custody, and the court on habeas corpus must discharge him. The decision in this case of Work v. Corrington, that the fugitive must be released on habeas corpus, even though he was in the custody of the agent of the demanding State at the time of the revocation of the warrant is unquestionably sound, for the reason that while the fugitive remains within the territorial limits of the State to which he has fled, he cannot be subjected to the laws or control of the State in which he committed the crime. The agent who has him in his custody derives all his authority to hold him and deprive him of his liberty from the warrant of the governor. The moment that warrant is revoked his authority is annulled, and from that moment his detention of the fugitive is unlawful.

While the conduct of the executive in refusing to issue the warrant is subject to no judicial control, yet his decision in granting the warrant is always subject to the supervision of the courts, and unless the case is brought clearly within the scope of the constitutional provision, and the act of Congress passed in pursuance of that provision, the

detention of the fugitive will be illegal, and he will be discharged by the court on habeas corpus. In determining whether the governor had authority to issue the warrant it becomes necessary to ascertain first of all to what offenses the language of the Constitution refers. In other words for what violations of law has the executive the power to surrender a fugitive on demand? This provision of the Constitution is very comprehensive. It embraces the case of a person charged with "treason, felony or other crime." The question has frequently

case,

been before the courts of the different States and the United States Supreme Court, and the rule which has been enunciated by them all, without a single dissent, is that the executive has authority to arrest and surrender a fugitive from justice who has been guilty of any offense which is punished as criminal by the laws of the demanding State. In re Hooper, 52 Wis. 699; People v. Brady, 56 N. Y. 182; Brown's case, 112 Mass. 409; Clark's 9 Wend. 212; People v. Pinkertm, 17 Hun, 199; State v. Stewart, 20 N. W. Rep. 429; Kentucky v. Dennison, 24 How. 66; In re Voorhis, 32 N. J. L. 141; Fetter's case, 3 Zabr. 311; Leury's case, 6 Abb. N. C. 54; People v. Donohue, 84 N. Y. 441. As the question involves the construction of the Federal Constitution the judgment of the national Supreme Court is of course final. In Kentucky v. Dennison, supra, it was argued that the provision was not designed to apply to cases of new offenses created by statute since the adoption of the Constitution, especially where such offenses were not made crimes by the laws of the State upon which the demand was made. But the court repudiated this palpably erroneous doctrine, and decided that the constitutional framers had exhibited the deliberate purpose to include every offense known to the law of the State from which the party charged had fled." In re Hooper, supra, the court say: "The language of the Constitution of the United States is that the alleged fugitive from justice must be charged with treason, felony or other crime.' The weight of judicial opinion is that these words embrace any act forbidden and made punishable by the laws of the State making the demand." In People v. Brady, supra, the same doctrine is stated in these words: "The word crime in the clause of the Constitution which has been quoted embraces every act forbidden and made punishable by the law of a State, and the right of a State to demand the surrender of a fugitive from justice extends to all cases of the violation of its criminal law. Felonies and misdemeanors, offenses by statute and at common law, are alike within the constitutional provision." In People v. Donohue, supra, it is thus expressed: "The language chosen is broad, and was plainly intended to embrace every criminal offense, and every act forbidden and made punishable by the law of the State where the crime was committed, and whether such by common law or express legislative enactment." In Morton v. Skinner, 48 Ind. 123, it was held that a misdemeanor, pun

ishable by fine not exceeding five thousand dollars, was an offense for which the executive of a State could issue his warrant to arrest and deliver a fugitive from justice.

GUY C. H. CORLISS.

CORPORATION-PURCHASE OF CAPITAL STOCK

-REPLEVIN.

WISCONSIN SUPREME COURT, SEPTEMBER 23, 1884.

BUTTON V. HOFFMAN.*

One who by purchase or otherwise becomes the owner of all the capital stock of a private corporation does not thereby become the legal owner of its property, and cannot maintain replevin therefor in his own name.

PPEAL from Circuit Court, Jackson county.

AF

Carl C. Pope, for respondent.

C. F. Ainsworth and S. U.Pinney, for appellant. ORTON, J. This is an action of replevin in which the title of the plaintiff to the property was put in issue by the answer. In his instructions to the jury the learned judge of the Circuit Court said: "I think the testimony is that the plaintiff had the title to the property." The evidence of the plaintiff's title was that the property belonged to a corporation known as "The Hayden & Smith Manufacturing Company," and that he purchased and became the sole owner of all of the capital stock of said corporation. As the plaintiff in his testimony expressed it, "I bought all the stock. I

"

own all the stock now. I became the absolute owner
of the mill. It belonged at that time to the company,
and I am the company." There was no other evi-
dence of the condition of the corporation at the time.
Is this sufficient evidence of the plaintiff's title? We
think not. The learned counsel of the respondent in
his brief says: "The property had formerly belonged
to the Hayden & Smith Manufacturing Company, but
the respondent had purchased and become the owner
sole owner."
of all the stock of the company, and thus became its

From the very nature of a private business corporation, or indeed of any corporation, the stockholders are not the private and joint owners of its propThe corporation is the real, though artifierty. cial, person substituted for the natural person who procured its creation, and have pecuniary interests in it, in which all its property is vested, and by which it is controlled, managed, and disposed of. It must purchase, hold, grant, sell, and convey the corporate property, and do business, sue and be sued, plead and be impleaded, for corporate purposes, by its corporate name. The corporation must do its business in a certain way, and by its regularly appointed officers and agents, whose acts are those of the corporation only as they are within the powers and purposes of the corporation. In an ordinary copartnership the members of it act as natural persons and as agents for each other, and with unlimited liability. But not so with a corporation; its members, as natural persons, are merged into the corporate identity. Ang. & A. Corp., $$ 40, 46, 100, 591, 595. A share of the capital stock of a corporation is defined to be a right to partake, accord

ing to the amount subscribed of the surplus profits ob

tained from the use and disposal of the capital stock of the company to those purposes for which the company is constituted. Id., § 557. The corporation is the trustee for the management of the property, and the *S. C., 20 N. W.Rep. 667.

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