certain territorial rights of the corporation to A, and to procure and transfer to him a majority of the stock of the corporation. The defendant forced the release of the right and acquired and transferred all of the stock except a small block held by the plaintiff, who now brings a bill in equity to compel the defendant to account to the corporation for the bonus. Held, that the defendant must disgorge. Keeley et al. v. Black et al., 107 Atl. 825 (N. J. Eq.).

When an officer of a corporation uses the corporate machinery for his own secret advantage, he may be compelled to account to the corporation for any profit he derives from the transaction, since there is a fiduciary relation between him and the corporation. McClure v. Law, 161 N. Y. 78, 55 N. E. 388; Goodbody v. Delaney, 82 N. J. Eq. 140, 91 Atl. 724. The principal case gives a moment's pause, however, since it is clear that when the officer accounts to the corporation this will enure largely to the benefit of A, who does not seem particularly deserving. If no one of the old stockholders remained, so that accounting to the corporation would benefit only undeserving persons, equity would look beyond the corporate form to see who were the ultimate beneficiaries, and would refuse relief. Home Fire Insurance Co. v. Barber, 67 Neb. 644, 93 N. W. 1024. But equity will not fail to do justice to an innocent petitioner merely because there is an incidental benefit to one wrongdoer at the expense of another. See New Sombrero Phosphate Co. v. Erlanger, L. R. 5 Ch. D. 73, 114. See also I MORAWETZ, PRIVATE CORPORATIONS, 2 ed., § 294. This is the situation in the principal case. The dictum that the defendant might also be liable to the former stockholders who had parted with their shares, in an action of deceit, seems correct if there was actual misrepresentation. But New Jersey does not recognize any duty on the part of an officer to make a full disclosure when buying stock from a stockholder. Crowell v. Jackson, 53 N. J. L. 656, 23 Atl. 426. See 4 FLETCHER, CYCLOPÆDIA OF CORPORATIONS, § 2564.

CRIMINAL LAW STATUTORY OFFENCES VIOLATION OF ESPIONAGE ACT OF 1918 - WHAT CONSTITUTES SPECIFIC INTENT. · The defendants were convicted for publishing two leaflets in violation of the Espionage Act, as amended in 1918. The leaflets appealed to Russian workers in America to rise and prevent the intervention of America against the Revolutionary government in Russia. Workers in munition factories were urged to cease production; and a general strike was advocated. The statute required an "intent to hinder the United States in the prosecution of the war." The defendants claimed that the leaflets showed only an intent to stop American interference in Russia, and that therefore the evidence was insufficient to support the verdict. Held, that the conviction be affirmed. Abrams v. United States, U. S. Sup. Ct., October Term, 1919, No. 316.

For a discussion of the principles involved in this case, see NOTES, p. 442, supra.

DAMAGES MEASURE OF DAMAGES - CONVERSION OF STOCK.—The defendant stock-broker was held to have converted the stock of the plaintiff's intestate by a wrongful sale. (In re Berberich's Estate, 257 Pa. 181, 101 Atl. 461.) A second adjudication for the purpose of determining the amount of damages to be paid by the defendant was required. Held, that the damages should be the highest market price of the stock between the conversion and the trial. In re Berberich's Estate, 107 Atl. 813 (Pa.).

Generally in an action for conversion the measure of recovery is the value of the property at the time of the conversion, with legal interest from that time. Hunt v. Boston, 183 Mass. 303, 67 N. E. 244; Hayden v. Bartlett, 35 Me. 203. See 2 SEDGWICK, DAMAGES, 9 ed., § 943. Some courts apply the same rule of damages to a conversion of marketable securities. Continental Mining Co.

v. Bliley, 23 Colo. 160, 46 Pac. 633; Franklin Bank v. Harris, 77 Md. 423, 26 Atl. 523. It is clear, however, that the application of the general rule affords inadequate compensation to the owner of the stock. See Barber v. Ellingwood, 137 N. Y. App. Div. 704, 713, 122 N. Y. Supp. 369, 378; Dimock v. U. Š. Nat. Bank, 55 N. J. L. 296, 304, 25 Atl. 926, 928. In an endeavor to reach a more equitable result, the New York courts have laid down a special rule of damages for the conversion of stock; viz., the highest price reached during a reasonable time in which the plaintiff might have replaced his stock after learning of the conversion. Wright v. Bank of Metropolis, 110 N. Y. 237, 18 N. E. 79; Baker v. Drake, 53 N. Y. 211. See 19 COL. L. REV. 379. But the plaintiff may at his option rely on the general rule. McIntyre v. Whitney, 139 N. Y. App. Div. 557, 124 N. Y. Supp. 234, aff'd 201 N. Y. 526, 94 N. E. 1096. See 24 HARV. L. REV. 62. This so-called New York rule is favored by many jurisdictions. Galigher v. Jones, 129 U. S. 193; Dimock v. U. S. Nat. Bank, supra; Citizens Ry. Co. v. Robbins, 144 Ind. 671, 42 N. E. 916. By allowing the plaintiff to recover the highest price of the stock between the conversion and the trial, the Pennsylvania court in the principal case more than compensates the owner of the securities, and in effect penalizes the converter in a civil action in which exemplary damages are not an element. The rule has been justly criticized. See Baker v. Drake, supra, 217; Pinkerton v. Manchester Railroad, 42 N. H. 424, 461.

DAMAGES MEASURE OF DAMAGES RECOVERY FOR BREACH OF WARRANTY. - A corporation sold a tractor to the defendant with warranties that it would do general farm work. In an action by the plaintiff, to whom the corporation had assigned the contract, the buyer sought to set off, inter alia, the loss of profits from land due to the absence of a crop which he could have sown if the tractor had been as warranted. Held, that such damages may be set off. Mager v. Baird Co., [1919] 3 W. W. R. 428.

Damages for a breach which occurs prior to an assignment, provided that it is a breach of the contract assigned or is directly connected with it, may be set off against the assignee. Newfoundland v. Newfoundland Ry. Co., 13 App. Cas. 199. Loss of profits within the contemplation of the parties when the contract was made may be recovered. Hydraulic Engineering Co. v. McHaffie, 4 Q. B. D. 670; Passinger v. Thornburn, 34 N. Y. 634. When a warranty has reference to the specific purpose for which an article was sold, such purpose is thereby shown to be within the contemplation of the parties, and a recovery may therefore be had for a loss that is a proximate result of the breach. Beeman v. Banta, 118 N. Y. 538, 23 N. E. 887; Walker v. France, 112 Pa. St. 203, 5 Atl. 208. The law has gone far in awarding consequential damages for a breach of a warranty, and, to that end, in considering losses to be proximate results of the breach. Cf. Buckbee v. Hohenedal Co., 224 Fed. 14. See 29 HARV. L. REV. 221. See also WILLISTON, SALES, § 615. But even when it might well be said that the loss is proximate, recovery will be denied if the computation of damages is so conjectural as to be speculative. Thus it has been held that a loss of profits due to a defect in a warranted race-horse, where the profits depended on other conditions than those warranted, is both too remote and speculative. Connoble v. Clark, 38 Mo. App. 476. And so in the case of a warranted machine. New York Co. v. Fraser, 130 U. S. 611. The instant case is an extreme application of the doctrine of consequential damages to a loss that should more properly be considered remote and speculative.

DESCENT AND DISTRIBUTION-FORFEITURE OF ESTATE - CONSTITUTIONALITY OF STATUTE DENYING DOWER TO SLAYER OF HUSBAND.-A Kansas statute provides that a person convicted of killing another from whom he would inherit property shall be denied all right to such property, and that it

shall descend or be distributed as if the person so convicted were dead. The statute is attacked as unconstitutional in a case wherein a wife has been convicted of manslaughter for killing her husband. Held, that the statute is constitutional. Hamblin v. Marchant, 180 Pac. 811 (Kan.).

Prior to this statute Kansas allowed the criminal to profit by his own crime by taking the inheritance. McAllister v. Fair, 72 Kan. 533, 84 Pac. 112. This result the statute here aimed to preclude. The statutory disqualification might conceivably attach either upon conviction or at the instant of killing. The legislature has no power to interfere with dower which has become vested. Bottorf v. Lewis, 121 Iowa, 27, 95 N. W. 262. Consequently, to say that the disqualification it created takes effect only upon conviction and, therefore, following the vesting of the estate, would nullify the statute. Further, the statute has expressly directed descent to others than the guilty person. The alternative construction - that the disqualification attaches at the moment of killing makes the very act which would cause the dower to become vested in the actor work as a bar to its vesting. Acquittal is thus a condition subsequent to the disqualification and conviction a condition precedent to the successful assertion of rights by others who claim under the statute. By this construction, which was the one taken in the principal case, the sole interest affected by the statute is that represented by the wife's statutory dower before her husband's death. This interest is not vested and may be altered at will by the legislature. Griswold v. McGee, 102 Minn. 114, 112 N. W. 1020, and 113 N. W. 382. See Randall v. Kreiger, 90 U. S. (23 Wall.) 137, 148. Analogous reasoning has been employed to reach at common law the object aimed at by the Kansas statute. Perry v. Strawbridge, 209 Mo. 621, 108 S. W. 641; Box v. Lanier, 112 Tenn. 393, 79 S. W. 1042.

EMINENT DOMAIN-WHEN IS PROPERTY TAKEN?-STREET CONSTRUCTION AND RE-GRADING. - Part of a vacant tract was taken for a street, and the owner claimed compensation for damages to the remainder caused by the use to which the city intended to put the land taken, viz., a public street at a level several feet below the natural level of his land. Held, that this is not a proper element of damages. In re Skillman Ave. in City of New York, 177 N. Y. Supp. 767.

Part of a tract was taken, and the new street was to be constructed from twenty-one to twenty-five feet above the natural level of the land. The owner claimed that compensation should be made for the resulting depreciation in value of the remainder. Held, that this is a proper element of damage. In re Putnam Ave. West in City of New York, 177 N. Y. Supp. 768. For a discussion of these cases, see NOTES, p. 451, supra.

EQUITABLE LIENS EFFECT OF PROMISE THAT BONDHOLDERS SHALL SHARE IN SECURITY OF FUTURE MORTGAGES. S. - The plaintiff corporation issued bonds in which it promised that, if it thereafter mortgaged any of the property owned by it at the date of issue, the bondholders should share equally with the future mortgagees in the security. The lower court sent up these questions: (1) Did the bonds create an equitable lien on the corporation property at the date of issue? (2) Could the corporation effect a mortgage which would exclude the bondholders from sharing in the security? Held, that the first question be answered in the affirmative, the second in the negative. Connecticut Co. v. New York, N. H. & H. R. R. Co., 107 Atl. 646 (Conn.).

For a discussion of the principles involved in this case, see NOTES, p. 456, supra.

EQUITY BILLS OF PEACE · BILL TO ENJOIN NUMEROUS SUITS IN A JUsTICE'S COURT AND TRY AS ONE IN EQUITY. The defendant, assignee of 648 claims against the plaintiff for excess freight charges, brought that many

separate actions against the plaintiff in a justice's court. The court costs alone would have exceeded the total amount claimed; and under procedural rules in that state the actions could not have been consolidated in a justice's court. The plaintiff corporation in a bill in equity asked for an injunction against the separate prosecution of these actions, and for their trial as one in this suit. It alleged the facts set forth above, a conspiracy between the defendant and the justice to defraud the plaintiff, and that the plaintiff had a meritorious defense to the several actions in the alleged unconstitutionality of the statute giving rise to the claims. The lower court sustained a demurrer. On appeal, held, that the demurrer should have been overruled. Atchison, T. & S. F. Ry. Co. v. Smith, 183 Pac. 824 (Cal. App.).

It is well settled that equity has jurisdiction to prevent a multiplicity of suits. See I POMEROY, EQ. JURIS., 4 ed., § 267. The only uncertainty is as to the extent of such jurisdiction. Where equitable relief is asked, equity in order to prevent numerous actions between the same parties and about the same subject matter, will generally act. Goodson v. Richardson, L. R. 9 Ch. 221; Coatsworth v. Lehigh Valley R. Co., 156 N. Y. 451, 51 N. E. 301; Bank of Kentucky v. Stone, 88 Fed. 383. But where the actions are between the same party on the one hand, and many parties on the other hand, there is a division of authority. Some courts have refused to order the actions to be tried in one equity suit unless there is a privity or community of interest between the many parties other than that all their cases involve similar questions of law and fact. Tribette v. Ill. Cent. R. Co., 70 Miss. 182, 12 So. 32; Cumberland Tel. & Tel. Co. v. Williamson, 101 Miss. 1, 57 So. 559; Ill. Steel Co. v. Schroeder, 133 Wis. 561, 113 N. W. 51. But the weight of authority undoubtedly is that the community of interest need extend only to a similarity of law and fact. Mayor of York v. Pilkington, 1 Atkyns, 282; Ill. Cent. R. Co. v. Baker, 155 Ky. 512, 159 S. W. 1169. See I POMEROY, EQ. JURIS., 4 ed., § 269. On principle, equity should interfere only if the legal procedure is substantially inadequate to permit a proper defense and if, upon a balance of all interests concerned, justice will be promoted. See Hale v. Allinson, 188 U. S. 56, 77. See also R. V. Fletcher, "Jurisdiction of Equity Relating to a Multiplicity of Suits," 24 YALE L. JOUR. 642-648; 21 HARV. L. REV. 208. The principal case is clearly right, since the actions are between two parties only, the law and facts in all the several actions are similar, damages are liquidated, and the legal procedure is grossly inadequate.

FEDERAL COURTS JURISDICTION BASED ON AMOUNT IN CONTROVERSY REASONABLENESS AND GOOD FAITH OF CLAIM. - An action for the death of a girl three and a half years old was brought by her father in a federal court. A verdict of $900 was set aside as excessive. At the second trial the judge at the close of the plaintiff's evidence entered a compulsory nonsuit on the ground that the controversy did not substantially involve the sum of $3000. Held, that the motion to take off the nonsuit be dismissed. Novitsky et al. v. Rozner, 259 Fed. 913 (Dist. Ct., W. D., Pa.).

The federal district courts have original jurisdiction of suits between citizens of different states where the matter in controversy exceeds the sum of $3000. Such courts are required to dismiss a suit whenever, at any stage of the proceedings, it appears substantially not to involve a dispute within the jurisdiction of the court. See 36 STAT. AT L., 1091, 1098; U. S. JUD. CODE, 24, 37. The purpose of the statute is to prevent the clogging of important tribunals with small causes. See Davis v. Mills, 99 Fed. 39, 40. It has been broadly stated that the amount claimed by the plaintiff in good faith determines the jurisdiction. Schunk v. Moline, etc. Co., 147 U. S. 500. See Leroy v. Hartwick, 229 Fed. 857, 858. And, of course, the mere fact that a verdict for less than $3000 has been rendered will not affect the jurisdiction. Armstrong et al. v. Walters, 223 Fed.

451. But if the plaintiff's complaint discloses to a legal certainty that he cannot recover the necessary amount the cause must be dismissed. Royal Insurance Co. v. Stoddard, 201 Fed. 915. The courts have thus, with respect to the pleadings, required that a plaintiff's belief that the jurisdictional amount is in controversy be not only bona fide but reasonable. But the rule has not been uniformly applied where the plaintiff's evidence discloses that he cannot recover $3000. As the objective standard will best accomplish the purpose of the statute it should be applied in this case too. It has in fact been applied. Horsted v. Merkley et al., 59 Fed. 502. See Maxwell v. A. T. & S. F. R. Co., 34 Fed. 286. Contra, Lewis v. Klepner, 176 Fed. 343. The principal case wisely adopts. the rule that the good faith must be reasonable. But the court must be careful to distinguish between its own opinion and the possible opinion of a reasonable man. Evans et al. v. Lehigh, etc. Co., 205 Fed. 637.

INTOXICATING LIQUORS-CERTIORARI-LICENSE TO SELL LIQUOR GRANTED DURING NATIONAL PROHIBITION SET ASIDE AT SUIT OF PRIVATE CITIZEN. On June 30, 1919, the Board of Commissioners of Jersey City issued a license for the sale of spirituous liquors from its date to July 1, 1920, "subject to the provisions of the laws regulating the sale of intoxicating liquors and the granting of licenses therefor." A private citizen of Jersey City prosecuted a writ of certiorari against the commissioners to set aside the license as violative of the federal Wartime Prohibition Act and the prohibition amendment to the Federal Constitution. (40 STAT. AT L. 1045; U. S. CONST. AM. Art. XVIII.) Held, that it be set aside. Wilson v. Commissioners of Jersey City, 107 Atl. 797 (N. J.).

It is a general rule that a court will not review the proceedings of another tribunal by a writ of certiorari unless the prosecutor can show that he will suffer a special injury beyond that sustained in common with the public. Davis v. Hampshire County, 153 Mass. 218, 26 N. E. 848; District Board of Education v. Gilleland, 191 Mich. 276, 157 N. W. 609. This rule is recognized in New Jersey. Tallon v. Hoboken, 60 N. J. L. 212, 37 Atl. 895. See Ford v. Bayonne, 87 N. J. L. 298, 299, 93 Atl. 591, 592. But its decisions as to what constitutes such special interest are conflicting. See Specht v. Central Pass. Ry. Co., 68 Atl. (N. J.) 785, 788. But some jurisdictions, while conceding the general rule above, allow any private citizen regardless of special interest to sue out the writ to enforce a duty owing to the public. Collins v. Davis, 57 Iowa, 256, 10 N. W. 643; State v. Ravalli County, 21 Mont. 469, 54 Pac. 939. This doctrine was applied in the case upon which the court in the principal case relied. Ferry v. Williams, 41 N. J. L. 332. In regard to the substantive point of the principal case, the de cision also seems correct. State statutes are suspended when Congress, in the exercise of powers granted to it, legislates upon the same subject matter, provided Congress intended its legislation to cover the whole field of that subject matter. Gulf, etc. Ry. Co. v. Hefley, 158 U. S. 98; Southern Ry. Co. v. Reid, 222 U. S. 424. See Samuel Williston, "The Effect of a National Bankruptcy Law upon State Laws," 22 HARV. L. REV. 547. See also 29 HARV. L. REV. 439. Thus it would seem that the right of the commissioners in the principal case to grant licenses for the sale of spirituous liquors was suspended while the Wartime Prohibition Act was in force.

MANDAMUS-PERSONS AND ACTS SUBJECT TO MANDAMUS· CONTROL OF EXECUTIVE OFFICERS BY THE WRIT. A statute provided "that any person or association of persons qualified to make entry under the coal land laws of the United States who shall have opened or improved a coal mine or coal mines . . . may locate the land upon which such mine or mines are situated" (33 STAT. AT L. 525). The petitioner claimed to have fulfilled the requirements of the statute and therefore to be entitled to a patent. Upon refusal of the Secretary of the Interior to issue one, he brings mandamus proceedings to compel such action.