of the purchase-money. After the contract, the vendor is the
trustee of the legal estate for the vendee. Ibid.
While a corporation may contract under an assumed and fictitious
name and be bound on the contract, the president or other
managing officer, without any authority whatever, cannot bind
the corporation by endorsing, in his own name or the name of
some firm of which he may be a member, a note payable to
himself for which the corporation received no benefit or con-
sideration. Bank v. Hollingsworth, 520.
A married woman, without the written consent of her husband,
cannot make a valid executory contract, unless such falls
within the exceptions of the Revisal, sec. 2094; and where
there is no evidence of such assent, she cannot be held crim-
inally liable for wilfully refusing to work certain crops on
lands "rented" by her, under the Revisal, sec. 3367. State
v. Robinson, 620.
CONTRIBUTORY NEGLIGENCE. See "Negligence"; "Assumption of
Risk."
In an action against a railroad company for damages for personal
injuries, where the plaintiff's evidence shows that he was at
the time of the injury at the usual position on the step pro-
vided for the purpose on the pilot of the engine by order of
his superiors and in the necessary performance of his duties,
and that he was thrown on the track and injured because the
engine did not have the usual hand-hold along the pilot beam,
and that he did not know it was lacking when he got on, and
was guilty of no carelessness in his personal conduct, his right
of action is established. Biles v. Railroad, 78.
In an action for negligence against a railroad company operating
in this State, the defense of working on in the presence of a
defective appliance or machine, usually dealt with under the
head of assumption of risk, has been eliminated by the
Fellow-servant Act; but if, apart from the element of assump-
tion of risk, the plaintiff in his own conduct has been careless
in a manner which amounts to contributory negligence, his
action fails, except in extraordinary and imminent cases like
those of Greenlee and Troxler. Ibid.
In an action for injuries received at a railroad crossing, where
there was evidence tending to prove that the railroad company
kept a flagman stationed at this crossing for the purpose of
warning passers-by, and that plaintiff knew of this custom,
and that when he got near the crossing he looked for the
watchman, but saw none, the Court did not err in refusing to
CONTRIBUTORY NEGLIGENCE--Continued.
charge at plaintiff's request that he had a right to cross the
track under the circumstances, and was absolved from the
usual duty of looking and listening. Hodgin v. Railroad, 93.
When a watchman is stationed at a crossing to give warning, the
traveler who sees the watchman in his place has the right to
rely on him for protection, but when he discovers that the
watchman is absent from his post of duty he is put on his
guard at once, and must exercise ordinary care to protect him-
self from injury. He should then look and listen for passing
trains. Ibid.
In an action for injuries caused by the falling of a bed-plate of a
cloth press, weighing several thousand pounds, it was a ques-
tion for the jury to determine whether the plaintiff placed
himself in a place of obvious danger, such as no prudent person
would occupy, in standing immediately behind and looking
over the bed-plate as it stood on its edge, and directing a
battering-ram which was being propelled against it from the
opposite side. Shaw v. Manufacturing Co., 131.
Where the plaintiff testified that he was applying the brakes in
the customary and usual way when he was injured by a
collision with cars that rolled unexpectedly down an incline,
and being stationed between two cars loaded with bark, it
is not likely he could have noted the approach of the cars, and
the evidence shows that he had not noted their approach, the
Court properly declined to hold as a matter of law that plain-
tiff was guilty of contributory negligence. Bird v. Leather
Co., 283.
An instruction that Revisal, sec. 2628, does not apply if the
plaintiff entered upon the platform in bona fide belief that
the train was not moving, and if a reasonably prudent person
under similar circumstances would have so believed and acted,
was erroneous. Shaw v. Railroad, 312.
In an action to recover damages for the alleged negligent killing of
plaintiff's intestate from a rear-end collision on a siding,
where the evidence shows that the intestate was employed by
defendant as flagman, and that it was his duty, after his train
had taken the siding, to lock the switch to the main track and
stand near the switch and protect it and give the necessary
signals to approaching trains so as to safeguard his own train,
and that he did not perform this duty, and his negligence in
this respect was the immediate and sole cause of the collision
by which he lost his life, the Court did not err in instructing
the jury, if they believed the evidence, to find for the defend-
ant. Holland v. Railroad, 435.
CONVERSION. See "Contributory Negligence"; "Mutual Mistake.”
CORPORATE ACTS. See "Corporations."
While a corporation may contract under an assumed and fictitious
name and be bound on the contract, the president or other
managing officer, without any authority whatever, cannot
bind the corporation by endorsing, in his own name, or the
name of some firm of which he may be a member, a note
payable to himself for which the corporation received no
benefit or consideration. Bank v. Hollingsworth, 520.
One who is not a creditor of a corporation is not in a position to
complain of the fact that all its debts were not paid. Ibid.
Where the president of a corporation who owned all of its stock
transferred the same and its assets to defendant in payment
of a debt due defendant, the latter's collateral agreement in
regard to the disposition of certain notes which they held
and to pay the outstanding debts of the 'corporation did not
make the transfer an assignment for the benefit of creditors
within the operation of Acts 1893, ch. 433. Ibid.
It is essential to the validity of the acts of the stockholders of a
corporation that they should be assembled in their representa-
tive capacity, as they are not permitted to discharge any of
their duties unless thus organized into a deliberative meeting,
though they may all have severally and individually given
their consent to any proposed corporate action. Hill v. Rail-
road, 539.
Notice to each of the members of a corporation of the time and
place of holding a meeting of the stockholders is absolutely
essential to its validity, unless the stockholders are present
in person or by proxy, or unless the time and place are
definitely fixed by the statute or by the charter or by usage.
Ibid.
Where a railroad company resolved to lease its road at a special
meeting of the stockholders, of which one of the stockhold-
ers had no notice, but at a subsequent annual or stated meet-
ing a resolution was introduced, at his instance, instructing
the proper officers to take legal action to set aside the lease
and recover the property, and such resolution was defeated:
Held, that this was a ratification of the lease so far as any
irregularity in calling or the manner of holding or conduct-
ing the former meeting is concerned. Ibid.
In the absence of proof to the contrary, it will be assumed that an
annual or stated meeting of the stockholders of a corporation
was held in accordance with the requirements of the charter.
Ibid.
Where, after a lease of the property of a railroad company had
been authorized at a special meeting, of which the plaintiff
had no notice, a regular annual meeting was duly held, of
which the plaintiff had due notice and at which the president
reported the material facts relating to the lease, and his
report was received and adopted, this was a distinct approval
of the lease by the clearest implication and without objection.
Ibid.
Where a stockholder of a corporation, with knowledge of the
execution of the lease of all its property, maintained silence
and inaction for more than a year, during which time the
lessee had expended large sums of money in execution of his
part of the contract and extensive dealings in the stock have
taken place, this was a waiver of any right which he orig-
inally had to object to irregularities in the execution of the
lease. Ibid.
Where the term of a lease of property of a railroad company ex-
tends beyond the time fixed by its charter for the corporate
existence of the lessor, such a lease is valid for the period of
the corporate life of the lessor, and will extend beyond that
period if the charter is renewed, and the lessor's corporate
existence is thereby extended, and by this process it may
endure for the full term. Ibid.
The charter of the defendant company conferring the right to
transport passengers and freight, and giving the power to
"farm out" the right of transportation, authorizes the com-
pany, by the former decisions of this Court, to execute a valid
lease of its property and franchises to another railroad com-
pany. Ibid.
Where a resolution authorizing the lease of corporate property
required the deposit of the sum of $100,000, or United States
bonds, or bonds of the State of North Carolina, or other
marketable securities acceptable to the directors and having
a market value of not less than said sum, as security for the
payment of the rentals, etc., while the lease itself provides
that there shall be a deposit of $100,000 in United States
bonds, or bonds of the State of North Carolina, or other
marketable securities, etc.: Held, that the provision as con-
tained in the resolution means that the lessee shall deposit
either $100,000 in money, bonds or other marketable securities
having a current value of not less than that sum, and not that
the deposit should consist of bonds or securities having a par
value of $100,000, and the substitution of the word "in" for
the word "or," which was in the resolution, was merely acci-
dental. Ibid.
Where a resolution for the lease of corporate property provided
for the deposit of securities for the payment of rentals with
the State Treasurer, but the deposit was made with a trust
company as authorized by the terms of the lease, and the
change was called to the attention of the stockholders by the
president at an annual meeting held a few months after a
resolution had been passed directing a full inquiry to be
made by a committee into the matter of the deposit, and
particularly as to when and where it had been made, after
which no further objection was made as to the deposit: Held,
that the stockholders are presumed to have had knowledge of
the contents of the lease, and any objection to the lease be-
cause the deposit was not made with the State Treasurer, or
because it was not sufficient in amount, was waived. Ibid.
COUNTER-CLAIM.
Where the plaintiff proposed to sell a certain kind of machine and
the defendant to buy another and quite a different kind, there
was a mutual mistake as to the subject-matter of the sale,
and the minds of the parties not having met in one and the
same intention, there was no contract, but the defendant,
having received and converted to his own use the machine
shipped to him, is liable for its value, and his counter-claim,
for the difference in the price of the two machines, must fail.
Machine Co. v. Chalkley, 181.
The Constitution recognizes the existence of counties, townships,
cities and towns as governmental agencies; but they are all
legislative creations and subject to be changed, abolished or
divided, at the will of the General Assembly. Jones v. Com-
missioners, 59.
Where certain townships by extra taxation procured the building
through their territory of a railroad, the Legislature has the
power to direct the County Commissioners to expend exclusively
in those townships the county taxes derived from such rail-
road property in said townships "in repairing roads, building
bridges, extending schools, or such other purposes as the Com-
missioners may deem best," until the amount so used in said
townships shall fully reimburse them for the amount paid out
to aid in building said railroad. Jones v. Commissioners, 59.
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