Massachusetts," and it was shown that the trust regularly engaged in the business of purchasing such contracts, the court said that "this voluntary association, organized in Boston, under written articles of agreement and declaration of trust [some of the provisions being noted], was admittedly what is known as a Massachusetts common-law trust; that state having enacted legislation expressly pertaining to and recognizing such legal entities;" and held that the case automatically ended by reason of the trust subsequently withdrawing and discontinuing, when the lower court permitted to be joined as parties plaintiff several named trustees who were doing business under that firm name; since "their certificate of doing business under an assumed name could not transfer to them any property or property rights of the trust, or affect its organization and existence as a legal entity." V. [d] [New] Defense of suits against business trusts. (Supplementing annotation in 31 A.L.R. 866.) In WEBER ENGINE Co. v. ALTER (reported herewith) ante, 158, where defendants were sued as partners, it will be noted that the court overruled their contention that, since they had organized themselves as an association, under the common law, they were not amenable to the requirements of the corporation law, the court taking the position that they could not escape personal liability by organizing as they did, without complying with all the requirements of the corporation law. - In Bouchard v. First People's Trust (1925) Mass., 148 N. E. 895, supra, III. b, 1, a trust was held to have been improperly sued as an "association," within the meaning of Gen. Laws, chap. 182, § 6, permitting associations to be sued as such, but it was held that the trustees might be substituted as defendants. In Austin v. Parker (1925) 317 Ill. 348, 148 N. E. 19, supra, II. c, the trustees of a business trust, sued as such for services rendered under an agreement with but one of them, successfully defended the suit upon the ground that that trustee was alone personally liable. And, in holding that a business. trust could not be sued as such, it was said in Guthmann v. Adco Dry Storage Battery Co. (1924) 232 Ill. App. 327, that neither a natural nor an artificial person had been made a party defendant to the suit. In Gordon Campbell Petroleum Co. v. Gordon Campbell-Kevin Syndicate (1926) Mont., 242 Pac. 540, a trustee of a syndicate, a business trust, was held to be precluded from enforcing a claim against it, where the declaration of trust provided that at least two of the trustees must concur in order to render valid any act done by or in behalf of the trust, and but one trustee other than the claimant himself, who was held to have been disqualified to pass upon his own claim (under a general statute prohibiting a trustee from taking part in any transaction concerning the trust in which he had an interest adverse to that of his beneficiary, without the latter's permission), was present at a meeting when the claim was presented, and the account was not shown to have been subsequently ratified by the trustees other than the claimant. VI. Liability of trustees for negligence. (Supplementing annotations in 7 A.L.R. 629, and 31 A.L.R. 866.) A finding was held to be warranted in Haines v. Bankers' Petroleum & Ref. Co. (1925) Tex. Civ. App. —, 273 S. W. 940, that one to whom the sole control of an association's affairs had been intrusted was liable to it for negligence and bad faith upon his part, based upon transactions with another concern in which he was interested, which resulted in the association becoming insolvent, and that it was not necessary that it file proceedings for an accounting. In Marchulonis v. Adams (1924) 97 W. Va. 517, 125 S. E. 340, where trustees operating a mine for a company were sued for a personal injury to an infant, the court held that the company was a partnership rather than a trust, and that whether the trustees were shareholders (and so liable for negligence), or not, was a matter of proof. E. W. H. OLD DOMINION TRANSPORTATION COMPANY, Plff. in Err., v. NORMAN R. HAMILTON. Virginia Special Court of Appeals - February 25, 1926. (— Va. 131 S. E. 850.) Evidence, § 404 validity. contract to procure cancelation of municipal lease — 1. A contract to secure from a municipality a cancelation of a lease of a municipal pier and obtain terminal facilities for the employer transportation company is not against public policy nor illegal on its face, and the burden of showing illegality is upon the employer in an action to recover compensation for services rendered, unless the infirmities appear from the plaintiff's own testimony. [See annotation on this question beginning on page 196.] Damages, 8 139 for services in securing terminal facilities. 2. The amount to be recovered on quantum meruit by one securing terminal facilities for a transportation company cannot be based upon the necessities of the company. Contracts, § 433-enforcement litical services. po 3. The courts will not assist one in securing compensation for using his personal or political influence. [See 6 R. C. L. 741; 2 R. C. L. Supp. 198; 4 R. C. L. Supp. 437.] Trial, § 312-interpretation of instruction. 4. Every instruction must be read in connection with the evidence. [See 14 R. C. L. 821; 4 R. C. L. Supp. 922.] Evidence, § 404 contract tion of validity. 5. A contract to secure terminal facilities for a transportation company will be assumed to be lawful. Contracts, §§ 422, 427 for personal services when recovery denied. 6. There should be no recovery for personal services in cases where fraudulent devices were adopted or where public policy was plainly violated. Brokers, § 24 right to become agent for purchaser. 7. An agent to sell a farm at a given price cannot afterwards become agent of the purchaser as well, and if he does so and fails to bring this to the attention of the original employer, he cannot recover on his contract. [See 4 R. C. L. 274; 1 R. C. L. Supp. 1102.] Contracts, § 275 effect of incidental 8. Incidental acts of illegality do not render a lawful contract unlawful. Contracts, § 383 for services curing political recognition. se 9. For one employed to secure a cancelation of a municipal lease of a pier, to secure letters of introduction from prominent politicians to the proper municipal authorities, and to associate with himself a prominent lawyer who is also a politician, is not unlawful. ( Va., 131 S. E. 850.) col Contracts, § 383- for services tation company employs personal and political influence to secure access to the proper authorities, he may recover for his services if, when the opportunity finally comes, he presents his case upon the merits. ERROR to the Circuit Court of the City of Norfolk to review a judgment in favor of plaintiff in an action brought to recover a balance alleged to be due for services rendered in securing pier facilities. Reversed. The facts are stated in the opinion of the court. Messrs. Henry Bowden and Venable, Miller, Pilcher, & Parsons for plaintiff in error. Messrs. Savage & Lawrence and Willcox, Cooke, & Willcox for defendant in error. Holt, J., delivered the opinion of the court: This is a motion for judgment founded upon services rendered and accepted. Plaintiff recovered a verdict for $10,000. It was confirmed by the court and to it a writ of error has been awarded. Prior to.1921 the Old Dominion Steamship Company (hereafter called steamship company) in addition to other ventures owned and operated a coastwise line of steamships trading between Norfolk and New York. It, for satisfactory reasons, decided to go out of this coastwise business and sold the steamships thus engaged to the Old Dominion Transportation Company (hereafter called transportation company). At the time of this purchase the steamship company leased to the transportation company one-half of pier 26 at New York. It paid to that city for that pier $56,000 a year rent. Its subessee agreed to pay for one-half of it, $73,000 a year rent. This sublease expired by limitation on July 31, 1921. In the latter part of 1920 friction developed between these companies. The steamship company harassed and impeded the transportation company in the conduct of its business on the pier, and in many ways impaired the usefulness of its terminal facility. Indeed, it appeared entirely probable that the sublease which expired on July 31, 1921, would not be renewed and that after that time the transportation company would be left without any dock at all in the port of New York. Its very existence was threatened. The transportation company acting through its president was not able to reach any agreement with the steamship company. It was ascertained, however, that the lease of the steamship company might be canceled by the city in the event of a sublease made without its consent. In these circumstances the transportation company sought the services of Mr. Hamilton, a gentlemen of character and prominence, and entered into a contract with him under which he was to go to New York and induce the city, if possible, to cancel the lease of the steamship company to the end that the transportation company might take over the entire pier. There were no provisions made in the contract as to the methods to be adopted by him in effecting this result. He was given power to do those things necessary and, in a general way, to protect the transportation company's interests. Mr. Hamilton, acting under his contract, went to New York a number of times and did succeed in having the original lease canceled. That act of the city government of New York was held up by court proceeding. The net result of his activities was that the transportation company continued to use its one-half of pier 26 until December, 1921. also secured for it pier 31 and succeeded in having the rent reduced from $45,000 to $30,000 a year. He For these services he charged a fee of $20,000 and was paid $2,000 thereon. Payment of the balance of $18,000 was refused and this action instituted, terminating, as we have seen, in a judgment for him in the sum of $10,000. The plaintiff asked for one instruction which was given. That instruction is as follows: "The court instructs the jury that if they believe from the evidence that the plaintiff was employed by the defendant as claimed by him, and that he performed the services. for which he was employed, and if they further believe from the evidence that the amount which was to be paid the plaintiff by the defendant was not agreed on in advance and has never been agreed on, then, if they find for the plaintiff, they should fix the amount of his damages at what they think, under all of the facts and circumstances disclosed by the evidence, the plaintiff is reasonably entitled to receive for the services rendered, in addition to the amount which he has already been paid, if, they shall believe he is entitled to recover any additional amount and in arriving at this amount they should consider, among other things, the importance to the defendant, at the time, of obtaining pier facilities in New York, the amount of the money or the value of the property to be affected, the amount and character of the services rendered, and the diligence, skill, and effectiveness of the service which was rendered by the plaintiff." This is the basis of the first assignment of error. The error charged is that it tells the jury they should consider in arriving at their verdict, among other things, "the importance to the defendant, at this time, of obtaining pier facilities in New York;" that it makes the measure of the services rendered depend upon the necessities of the defendant and the value of such services to him and not upon the reasonable value of services in themselves. The elements to be considered in a recovery of this character are stated by Judge Sims, in Campbell County v. Howard, 133 Va. 19, 112 S. E. 876: It "is the reasonable value of the services rendered, not in benefit to the client, but in themselves on a quantum meruit, and that the circumstances to be considered in determining the compensation to be recovered are the amount and character of the services rendered; the responsibility imposed; the labor, time and trouble involved; the character and importance of the matter in which the services are rendered; the amount of the money or the value of the property to be affected; the professional skill and experience called for; the character and standing in their profession of the attorneys; and whether or not the fee is absolute or contingent, it being a recognized rule that an attorney may properly charge a much larger fee where it is to be contingent than where it is not so. The result secured by the services of the attorney may likewise be considered, but merely as bearing upon the consideration of the efficiency with which they were rendered, and, in that way, upon their value on a quantum meruit, not from the standpoint of their value to the client." It must be conceded that this instruction emphasizes the importance of the results to the client rather than the importance of the transaction in itself. for services terminal facilities. The value of services to the defendant measured by its necessities is not necessarily the measure of the Damagesvalue of the services in securing in themselves. All that a man hath will he give for his life; but counsel who successfully defends a millionaire client charged with murder cannot take his entire estate. In such a case the value of services to the client is not the measure of the recovery. If he were to collect for this same client a simple account the value of the services and their value to the client would probably be the same and the value of the services to him might well be the measure of the recovery. Since for other reasons this case ( Va., 131 S. E. 850.) must be remanded for a new trial, this instruction should be reformed to conform more closely with the distinction drawn by Judge Sims in the Campbell County Case. The second assignment of error is based upon the action of the court in refusing to give instruction No. 3 for the defendant: "The court instructs the jury that neither personal nor political influence is a vendible article in our system of laws and morals, and, if you believe from the evidence that the plaintiff used his personal and political influence to secure from the officers of the city of New York the use of pier 26 for the defendant or to secure a lower rental of pier 31 for the defendant than could have been secured by an ordinary business man without any special personal or political influence, then the courts of this commonwealth will not assist him in securing compensation for such services, and your verdict should be for the defendant." The last assignment is to the action of the trial court in refusing to set aside the verdict of the jury. These two assignments are so interwoven that they will be dealt with as one. To understand them, it is necessary to state the facts which these litigants claim are established by the evidence. We do this briefly. For the defendant it is said that Hamilton was collector of the port at Norfolk appointed by Mr. McAdoo at a salary of $5,000 a year; that he secured through political influence a furlough from his official duties; that he went to Washington and obtained letters of introduction from prominent politicians there to politicians in New York, Mr. Hearst included; that he secured the publication of propaganda in newspapers in that city, interested himself in the re-election of Mayor Hylan, retained Mr. McAdoo as counsel, and in every way sought to exercise on the powers that were personal and political influence. For the plaintiff it is said that he was a man of intelligence, wide awake, and resourceful, and was for that reason retained; that the existence of the transportation company was at stake and large public and private interests involved; that he armed himself with such letters of introduction as were calculated to procure for him a hearing; that all that was done in New York was for the purpose of securing such a hearing, of gaining access to those with whom final judgment rested; and that when such access was finally secured he presented his case upon its merits and upon its merits alone. Contracts- This instruction No. 3 is undoubtedly a correct statement of a general principle, but, like every instruction, it must be read in connection with the evidence -political in the case. A witness must tell, witness must tell, not only the truth, but the whole truth. Neither personal nor polit services. Trial ical influence is a interpretation vendible article. of instruction. Now does this proposition apply to the case in judgment; and what is there illegal about Hamilton's conduct? What was the character of this contract, and was it invalid on its face? In Smyth Bros. v. Beresford, 128 Va. 137, 104 S. E. 371, the following authorities are quoted with approval: "An intention to violate law or morals is not to be presumed.' Bergen v. Frisbie, 125 Cal. 168, 57 Pac. 784. ""The law does not presume that parties to a contract intend by it to accomplish an illegal object, but it rather presumes that they intended to accomplish a legal purpose.' Elliott, Contr. § 1065. "The law will not presume, unless it is forced to do so, that a person intends to do an illegal act. It will not therefore presume that the parties intended to make an illegal contract. Richards v. Ernst Wiener Co. 207 N. Y. 59, 100 N. E. 592, affirming 145 App. Div. 353, 129 N. Y. Supp. 951. "As tending to indicate the immorality of a contract the contin |