the wrong-doer has been affected, will operate as a waiver of his right to rescind. Hurt v. Miller, 95 Va. 32 (27 S. E. Rep. 831). A vendee who brings his action upon discovery of the fraud relied upon, will not be barred on account of his delay, where no injury has resulted to the vendor or his credGrosh v. Ivanhoe Land & Imp. Co., 95 Va. 161 (27 S. E. Rep. 841). Where one who, when sick, conveys land to a hospital in a consideration of an agreement for his care and support, recovers from his sickness and is able to transact business for several weeks before his death, during which time. he recognizes and is satisfied with the transaction, it amounts to a ratification thereof. Barry v. St. Joseph's Hosp. & San. of the Sisters of Mercy, Cal. (48 Pac. Rep. 68). One's right to have a rescission of a deed for mistake, as to the subject matter, is not defeated by the fact that the land conveyed to him is more valuable than the tract he contracted to buy, nor by the fact he has incumbered the land conveyed, where his complaint tenders a reconveyance free from incumbrances. Clapp v. Greenlee, 100 Ia. 586 (69 N. W. Rep. 1049). Where a vendee, after he has acquired knowl edge of misrepresentations by his vendor which entitle him. to rescind the contract of sale, remains silent, continues to receive the rent from the property, makes payments on the purchase price, and expends money in improvement of the property, he will be held to have waived his right to a rescission. Eibel v. Von Fell, 55 N. J. Eq. 670 (38 Atl. Rep. 201). Particular acquiescence in a contract and delay held to bar a claim for rescission. Bennett v. Hickey, 112 Mich. 379 (70 N. W. Rep. 900).

CORPORATIONS.

Sec. 131.

EPITOME OF CASES.

Limitations upon corporate holding of land. A devise of property to a corporation in excess of the amount which its charter permits it to hold, is void. House of Mercy v. Davidson, 90 Tex. 529 (39 S. W. Rep. 924). A statute providing that banks shall not own real estate more

than sufficient for the conduct of their business unless taken in the payment of debts, does not prevent a bank from taking real estate as security for a loan. Alexander v. Brummett,

Tenn. (42 S.W. Rep. 63). Limitations upon the power of a corporation to own property, imposed upon it by its charter, apply against it, as to property acquired in other states. House of Mercy v. Davidson, 90 Tex. 529 (39 S. W. Rep. 924). Citing, Talmadge v. Transportation Co., 3 Head 340; Thompson v. Waters, 25 Mich. 214 (12 Am. Rep. 243); Diamond Match Co. v. Register of Deeds, 51 Mich. 145 (16 N. W. Rep. 314); Bank v. Earle, 13 Pet. 587. Construing and applying Cal. Stat. 1880, p. 131, providing that it shall not be lawful for the directors of any mining corporation "to purchase or obtain in any way, additional mining ground unless snch act be ratified by the holders of at least twothirds of the capital stock of such company," it is held that the statute applies only to the acquisition of additional land and does not prevent such corporaiton from acquiring mining ground in the first instance without such assent; and the power of a corporation to acquire real estate being presumed, one who claims that a conveyance to such a corporation is invalid on account of the statute, has the burden of showing that it comes within the prohibition. Granite Gold-Min. Co. v. Maginnes, 118 Cal. 131 (50 Pac. Rep. 269). The legal capacity of a corporation to take property by devise or bequest in excess of the amount prescribed by its charter, cannot be taken advantage of by the testator's heirs at law or next of kin. Congregational Church Bldg. Soc. v. Everett, 85 Md. 79 (36. Atl. Rep. 654; 60 Am. St. Rep. 308). The question as to whether or not a corporation has exceeded its powers in acquiring real estate can only be raised by the state. Cooney v. A. Booth Packing Co., 169 Ill. 370 (48 N. E. Rep. 406); Oregon Mort. Co. v. Carstens, 16 Wash. 165 (47 Pac. Rep. 421; 35 L. R. A. 841); Goon Gan. v. Richardson, 16 Wash. 373 (47 Pac. Rep. 762). As to the power of Delaware corporations to own real estate, see Del. Laws 1899, p. 445.

Sec. 132. Foreign corporations - Construction of statutes. Construing Ala. Acts 1892-93, p. 665, requiring

foreign building and loan associations to deposit securities and pay license tax as a condition to doing business in the state, it is held that where such an association acquired the legal title to property conveyed to it by a trust deed to secure a loan by means of a sale and conveyance under a power contained therein such title is not affected by the fact that such association had not complied with the statute at the time the trust deed was given to it. Shahan v. Tethero, 114 Ala. 404 (21 So. Rep. 951). A statute (Tenn. Laws 1895, ch. 119), validating contracts of a foreign corporation, which were invalid on account of its failure to file its charter as required by Laws 1891, chs. 95, 122, is constitutional, and so is a provision in the latter act postponing the foreclosure of a mortgage taken by such corporation until two years after the passage of the act. A corporation claiming the benefit of the statute cannot assert its unconstitutionality on account of the conditions imposed by it. Illinois Bldg. & Loan Ass'n v. Walker, Tenn. (42 S. W. Rep. 191). La. Const. Art. 236, applied-validity of mortgage taken by foreign corporation. American Freehold Land-Mort. Co. v. Pierce, 49 La. 390 (21 So. Rep. 972). Hill's Ann. Wash. Code, ch. 1, 2, applied—power of foreign corporation whose capital is not all subscribed, to loan money. Brown v. Elwell, 17 Wash. 412 (49 Pac. Rep. 1068). A condition in a statute (Tenn. Laws 1895 ch. 119), validating contracts of a foreign corporation and postponing the foreclosure of mortgages given to it until two years after the passage of the act, applies to suits pending. Illinois Bldg. & Loan Ass'n v. Walker, Tenn. (42 S. W. Rep. 191). Citing Pelt v. Payne, 60 Ark.637 (30 S. W. Rep. 426); Sidæay v. Lawson, 58 Ark. 117 (23 S. W. Rep. 648); Sdeehan v. Insurance Co., 53 Mo. App. 351; Odum v. Garner, 86 Tex. 374 (25 S. W. Rep. 18).

Sec. 133. Contracts and conveyances by-Power to make-Manner of execution. A bank may accept a conveyance of real estate from one of its stockholders to recover a deficit in its capital stock. Brown v. Bradford, 103 Ia. 378 (72 N. W. Rep. 648). A national bank may sell grain on credit and acquire a seed grain lien under the S. Dak. Comp. Laws, §§ 5490-5493. First Nat. Bank v. Peavy Elc

vator Co., 10 S. Dak. 167 (72 N. W. Rep. 402). A corporation having power to own real estate may lease it to be used in a business which its charter does not authorize it to carry on; and the fact that such a lease is made to the directors of the corporation does not render it void. Nye v. Storer, 168 Mass. 53 (46 N. E. Rep. 402). A lease of the entire plant and property of a corporation for a period of ten years, the lessee to carry on the business for which the corporation was organized, authorized by its board of directors and a majority of its stockholders, is valid although executed against the will of the minority of the stockholders. Bartholomew v. Derby Rubber Co., 69 Conn. 521 (38 Atl. Rep. 45; 61 Am. St. Rep. 57). N. C. Code, § 685, invalidates as to existing creditors every conveyance made by a corporation. Langston v. Greenville Land & Imp. Co., 120 N. C. 132 (26 S. E. Rep. 644). A mortgage executed in the name of a corporation by its duly authorized attorney in fact, purporting to be under its seal, will not be held invalid because the seal attached is only a scroll and not the regularly adopted corporate seal. Thayer v. Thayer v. Nehalem Mill Co., 31 Or. 437 (51 Pac. Rep. 202). Where one claims under a deed signed by persons purporting to be the trustees of the corporation, but executed without its corporate seal, it is incumbent on him to show affirmatively that the deed was executed by authority of a resolution of the board of directors entered on the records of the corporation, or that it was ratified by such a resolution. Barney v. Pforr. 117 Cal. 56 (48 Pac. 987).

Sec. 134. Municipalities-Purchase of real estate. A city or town may acquire land in another city or town for municipal purposes. City of Somerville v. City of Waltham, 170 Mass. 160 (48 N. E. Rep. 1092). It is held that a county is not a municipal corporation and that a conveyance of land by it is void unless made under legislative authority. Miss. Code 1880, § 2144; Code 1892, § 304, construed and applied. Jefferson Co. v. Grafton, 74 Miss. 435 (21 So. Rep. 247; 60 Am. St. Rep. 516; 36 L. R. A. 798). A board of county commissioners can, under the constitution and the laws of Idaho, purchase real estate necessary for the county, without submitting the question of making such purchase to the

voters, when they can do so out of the revenue for the year, and not encroach upon such part of said fund as is required to pay the indebtedness created during the year for ordinary and necessary expenses. The purchase of a site upon which to build a county court house is not an ordinary and necessary expense. Idaho Rev. Stat. § 1759, construed and applied. Ball V. Bannock Co., Idaho (51 Pac. Rep. 454). A municipal corporation, unless restrained by some statute, may lawfully purchase on credit or otherwise and hold all such real estate as may be necessary to the proper exercise of any power specifically conferred or essential to those purposes of municipal government for which it is created. Richmond & W. P. Land, N. & Imp. Co. v. 7owm of Westpoint, 94 Va. 668 (27 S. E. Rep. 460). Citing, Ketchum v. City of Buffalo, 14 N. Y. 359; Nashville v. Ray, 19 Wall. 468. N. J. Laws 1892, p. 452, construed and applied-purchase of lands by villages for sewage purposes. Village of South Orange v. Inhabitants of Milburn, N. J. L. (36 Atl. Rep. 29).

Sec. 135. Municipalities-Contracts, conveyances and liabilities concerning real estate. A municipal corporation may, by contract, grant to an individual the right to construct a sewer in its streets which may be used by property owners under contracts with him. Stevens v. City of Muskegon, 111 Mich. 72 (69 N. W. Rep. 227; 30 L. R. A. 777). In the absence of a statute authorizing it to do so, a county has no power to execute a deed with covenants of warranty. Harrison v. Palo Alto Co., 104 Ia. 383 (73 N. W. Rep. 872). A county is liable for the return of purchase money received by it, on account of a sale of land to which it had no title, effected by its officers' fraudulent representations. Nelson v. Hamilton Co., 102 Ia. 229 (71 N. W. Rep. 206). no action lies against a county on account of failure of title, where it is guilty of no fraud in making the conveyance. Harrison v. Palo Alto Co., 104 Ia. 383 (73 N. W. Rep. 872.

But

Sec. 136. Reversion of land of an extinct corporation. Land conveyed to a corporation in fee, does not revert to the grantor or his heirs on extinction of the corporation; and this is true although the life of the corporation is limited