Page:Harvard Law Review Volume 10.djvu/546

5.20 HARVARD LAW REVIEW. the plaintiff had obtained a valid judgment against a third party, and the defendant afterwards, to injure the plaintiff, induced the third party to confess a fraudulent judgment, in consequence of which the plaintiff was unable to secure the payment of his claim. Michalson v. AIl^ 21 S. E. Rep. 323, a case recently decided in South Carolina, illustrates the same principle. Here the defendant, in collusion with the owner, placed farm products subject to an agricultural lien beyond the reach of the lienor, and it was held that the latter could recover. See also Adams v. Paige, 7 Pick. 542. Lamb v. Stone^ 11 Pick. 527, seems inconsistent with these decisions. This case decided that, where the defendant had fraudulently purchased the property of a debtor and had induced him to leave the State to avoid paying his creditor, an action by the creditor would not lie. Klous V. Henjiessey, 13 R. I. 332, similaily gives no relief to the creditor. These decisions, however, are placed upon the ground that, at the time of the defendant's acts, the debtor was as yet under no legal obligation to the creditor by reason of a judgment, lien, or similar proceeding, and that therefore the damage to the creditor was too remote and contingent to admit a recovery. While the justice of this position seems doubtful, and while the question as to whether the creditor would have secured a legal right against the debtor might well, it is conceived, have been left to the jury, these cases are clearly distinguishable from Hoejier v. Hoefler on the ground, as already indicated, that in the latter the third party was already under a legal duty to the plaintiff, and that the damage, the loss of the alimony, was therefore the direct and natural result of the de- fendant's acts. Whether or not the defendant in Hoeflerv. Hoefler might have been held answerable in contempt proceedings, as suggested by the court, there seem to be reason and good sense, as well as authority, in favor of compelling the defendant in such a case to respond in damages to the injured party. Legislative Power to amend Corporate Charters. — How far a legislature can alter a charter when it has reserved a power of amend- ment, one of the most confused questions of corporation law, has re- ceived the fullest consideration in a recently published opinion of the late Chief Justice Doe. Dow v. The JVortherfi R. R. Co., 36 Atl. Rep. 510 (N. H.). Portions of this opinion had previously appeared in Volumes VI. and Vni. of the Harvard Law Review. Judge Thompson in his work on Corporations says that two views may be taken as to the scope of this legislative power : first, that a right is reserved to change the charter in any way, provided, however, that such change is approved by the majority of the stockholders ; second, that the legislature has a power to amend or repeal in the interest of the public. The principal case shows that the consent of the stockholders can make no difference. The majority is not able to bind the minority in accept- ing new changes, for no such authority was given them in the original charter. The question therefore must be as to the extent of the power re- tained by the legislature to amend the charter, although in opposition to the wishes of all the members of the corporation. It is the construction of an agreement. To what control did the corporators submit in return for their charter privileges ? Clearly it was not to be unlimited, so that the legislature could deprive them of property, or embark them in a new busi- ness. This would be absurd, even if, in accord with Judge Thompson's second view, it was for the interest of the public to have the property