ments of recovery was correct. The damages were to be assessed once for all. The court did not err in indirectly expressing its opinion in its comments upon the evidence. Nor were the instructions so argumentative in character as to be erroneous. The trial court was within our rule so frequently announced as to forbid present repetition. [12] Complaint is made of the charge: "But if you do find that he wrote them, and has testified here falsely about it, then you are at liberty to consider that circumstance in weighing his other testimony, for it is always proper for the jury, if they find a witness has testified falsely in one particular, to consider that in deciding what weight they will give to his other testimony. The doctrine is sometimes referred to as falsus in uno, falsus in omnibus; that is, false in one thing, false in all. But it is not a principle of law that if you find a witness false in one particular that you should disregard his testimony entirely. You may do so if you are satisfied from it that he is unworthy of belief, but it does not follow that you must do so." It is said that the failure to state that the false testimony must have been made knowingly, willfully, or intentionally, made this instruction erroneous. While this addition would have conformed the instruction to that usually given, it was not essential in view of what the trial court did say. It said that if the jury found that the defendant had "testified falsely" in some particular, they might "consider that in determining what weight they will give to his other testimony," and that they might disregard the defendant's testimony "if satisfied from it that he is unworthy of belief." This latter phrase was the full equivalent of the phrase "that he had knowingly testified falsely." There is error and a new trial is ordered. RORABACK and SHUMWAY, JJ., con curred. BEACH, J. (dissenting). I dissent because the charge of the court on the subject of damages appears to me to be correct. The court said, inter alia: * * "Under our law it is not the purpose of this action-that is, an action of libel and slanderto punish the defendant for his offense, but to compensate the plaintiff for his injuries. If you come to the question of damages, you will give the plaintiff such damages as in your opinion will fairly compensate him for the injury done to his reputation by reason of the defamatory words." Then after correctly pointing out the considerations which might influence the jury in estimating general compensatory damages, and repeating the rule that "if the jury finds that the statements were false as claimed by the plaintiff, the plaintiff is entitled to such damages as would be a compensation for the injury sustained as the natural or probable consequence of the slander or libel," the court charged the jury upon the relation of actual malice to compensatory damages as follows: And "When the words uttered or published are in themselves actually libelous or slanderous, the of the defamatory words may be taken into conmental suffering occasioned by the publication sideration by the jury for the purpose of estimating general and compensatory damages. it has been held that because a libel or slander involves an injury to the feelings of the plaintif as well as to his reputation, his injury may be greater if the defamatory words are uttered with express malice than if there is only the malice which the law implies from intentionally doing that which in its natural tendency is injurious." It was after thus correctly instructing the jury on the subject of general compensatory damages that the court told the jury that the damages, "being almost entirely within your judgment, may range anywhere from merely nominal to what is sometimes called exemplary or vindictive damages, according to the degree of malice," and then properly instructed them that "damages beyond the actual compensation for the injury" were to be limited to the expenses of litigation, less taxable costs. When the above-quoted portions of the charge are added to the collection of excerpts contained in the opinion, it seems to me that no logical basis is left for the conclusion that the court did not surround its charge upon the subject of damages with proper and sufficient limitations. PRENTICE, C. J., concurred. BRIDGEPORT PROJECTILE CO. v. CITY (92 Conn. 316) OF BRIDGEPORT. (Supreme Court of Errors of Connecticut. Dec. 15, 1917.) SUBJECT 1. TAXATION 116-PROPERTY BANK DEPOSIT IN SISTER STATE. Under Gen. St. 1902, § 2323, defining taxable property as moneys, credits, and choses in invested in merchandise or manufacturing carried action exclusive of money or property actually on out of the state, section 2328, providing that the whole property in the state of every corbe liable to taxation in the same manner as poration organized under the laws thereof shall property of individuals, and section 2329. as Acts 1915, c. 153, which, after dealing with real amended by Pub. Acts 1907, c. 184, and Pub. and personal property located in the state. provides that all other personal property of such corporation shall be set in the list of the town in which such corporation has its principal place of business or exercises its corporate powers, a domestic corporation is liable state on bank credits in another state repreto taxation at its place of residence within the senting capital employed or to be employed in its business carried on in the state of its residence. 116 - CREDITS · MONEY IN 2. TAXATION BANK. As a bank deposit by a Connecticut corporation in a commercial bank of a sister state creates the relation of "creditor" and "debtor," the corporation may be taxed at its residence only on its intangible right to repayment on demand, and not on the money deposited; it being no longer its property. For the purpose of taxation, a debt is property at the residence or domicile of the creditor, although it may acquire a local situs if the capital which it represents is employed in a local business elsewhere. 4. TAXATION 116-DOUBLE TAXATIONBANK DEPOSITS. OF TAXATION choses in action," and excludes "money or property actually invested in merchandise or manufacturing carried on out of this state." Section 2328 provides that "the whole property in this state of every corporation organized under the law of this state"with exceptions not now material-"shall be set in its list and liable to taxation in the same manner as the property of individuals.” Section 2329, as amended by chapter 184, P. A. 1907, and chapter 153, P. A. 1915, after dealing with real and personal property located in other towns in this state, provides that "all other personal property of such corporation shall be set in the list of the town in which such corporation has its principal place of business, or exercises its corporate powers." The right of the state to tax a resident corporation on a bank credit in a sister state which represents capital employed or to be employed in business carried on in the former state is not affected by the possibility that the latter state may compel the payment of a second tax on the same credit. 5. TAXATION 116-DOUBLE BANK DEPOSITS. TAXATION The right of a state to tax resident corporations on bank credits in a sister state does not rest wholly on the fiction that movables follow the person of the owner, but also on the protection which the state affords to corporate privileges and business. Plaintiff claims that the words "in this state" in section 2328 impose a special limiCase Reserved from Superior Court, Fair-tation on the power to tax corporations; but, field County; Howard J. Curtis, Judge. Application by the Bridgeport Projectile Company in the nature of an appeal from the action of the Board of Relief of the City of Bridgeport in assessing certain personal property, brought to the superior court and reserved for the advice of this court, on an agreed statement of facts. Question reserved, answered in the affirmative and judgment advised accordingly. in view of the general policy of our law and the above-quoted portions of the statutes, it is impossible to attribute such an intent to the General Assembly. The plain meaning of section 2328 is that the whole property of such corporations within the taxing jurisdiction of this state shall be taxed. Pope v. Hartford, 82 Conn, 406, 74 Atl. 751, does not support the plaintiff's claim that bank deposits are to be taxed at the situs of the The essential facts agreed on are: (1) On bank. In that case the question was whethSeptember 1, 1915, the plaintiff, a Connecti-er cash in hand or on deposit in this state, cut corporation located in Bridgeport, owned belonging to a foreign corporation and deland, buildings, machinery, and local bank rived from sales made in the course of its credits properly assessable in Bridgeport at business carried on here, was taxable. Un$159,000. (2) It also had on deposit in the der these circumstances we held that it was Guaranty Trust Company of New York City taxable in accordance with the recognized $300,943.79. (3) If this latter item was le- rule that capital permanently employed in gally assessable by the city of Bridgeport, carrying on business in any state, together the plaintiff's property should be taxed at with the proceeds of such business, may be $459,943.79, plus 10 per cent. for failure to taxed where so employed, notwithstanding file list. (4) If this item was not taxable the fact that it may have assumed, for the in Bridgeport, its property should be asses-time being, the form of an intangible bank sed at $159,000, plus 10 per cent. for failure credit owned by a nonresident. New Orto file list. leans v. Stempel, 175 U. S. 309, 20 Sup. Ct. The question reserved for advice is stated 110, 44 L. Ed. 174, and cases cited; State as follows: "Whether or not said cash on deposit in the Guaranty Trust Company of the city and state of New York amounting to three hundred thousand nine hundred forty-three dollars and seyenty-nine cents ($300,943.79) was and is legally assessable and taxable by the city of Bridgeport." Carl Foster, of Bridgeport, for plaintiff. William H. Comley, Jr., of Bridgeport, for defendant. BEACH, J. (after stating the facts as above). [1] The only question is whether the city of Bridgeport has power, under our statutes, to tax the plaintiff corporation on its New York bank credit. The material parts of the statutes are as follows: Section 2323, G. S., in defining taxable property, includes "moneys, credits, Board of Assessors v. Comptoir National, 191 U. S. 388, 24 Sup. Ct. 109, 48 L. Ed. 232; Met. Life Ins. Co. v. New Orleans, 205 U. S. 395, 27 Sup. Ct. 499, 51 L. Ed. 853. Our own statute (section 2323 above quoted) recognizes this principle, and exempts from local taxation money invested in carrying on certain kinds of business out of the state. The familiar rule as to the situs of personal property for taxation is stated in State Board v. Comptoir National, 191 U. S. 402, 403, 24 Sup. Ct. 109, 113 (48 L. Ed. 232): "It may be taken as a general rule of the law of taxation of personal property that such property can only be taxed at the residence of the owner, or at such place as it has acquired a situs, which will subject it to the taxing powto tangible property there is little difficulty in er of the state where found. In its application applying this principle. The difficulty arises in determining whether a credit or a chose in ac- | represent is employed in a local business. tion has acquired a local situs in contemplation It has also been held in Blackstone v. Milof law at a place other than the domicile of the owner in such sense as will permit the state to tax it in the place of its localization." No facts appear on this record which take the case out of the general rule above stated. There is no suggestion that the credit in question is actually invested in merchan-out falling foul of the federal Constitution. dise or manufacturing carried on out of this state. On the contrary, the necessary inference from the agreed statement of facts is that it is to be employed for the corporate purposes of the plaintiff in connection with its Bridgeport business. That being so, it was properly taxed at the plaintiff's residence in Bridgeport. [2] A general deposit in a commercial bank creates the relation of creditor and debtor. Lippitt v. Thames Loan & Trust Co., 88 Conn. 185, 194, 90 Atl. 369. After the deposit is made the depositor no longer owns any tangible property in the money deposited. "The specific money when loaned, and received by the borrower, is no longer the property of the creditor." Kirtland Hotchkiss, 42 Conn. 426, 438, 19 Am. Rep. V. 546. It follows that the plaintiff cannot be taxed on the money which it no longer owns, but only on the intangible right to repayment on demand by check. This remains strictly and logically true, although in common speech a tax on bank credits is called a tax on "money in bank." "The receipt of money by a bank, although it only .creates a debt, is in a popular sense the receipt of money for safe-keeping." Engel v. O'Malley, 219 U. S. 128, 136, 31 Sup. Ct. 190, 55 L. Ed. 128. This popular inaccuracy of thought and language may be of little importance so long as the depositor and the bank are within the same taxing jurisdiction, but it must not be allowed to obscure the issue when the right of a state to tax its own residents on bank balances due from banks in other states is drawn in question. In such cases the intangible nature of the credit must be recognized. [3] The undoubted rule is that, for the purposes of taxation a debt is property at the residence or domicile of the creditor. Kirtland v. Hotchkiss, 42 Conn. 426, 19 Am. Rep. 546; Id., 100 U. S. 491, 25 L. Ed. 558; Buck v. Beach, 206 U. S. 392, 401, 27 Sup. Ct. 712, 51 L. Ed. 1106, 11 Ann. Cas. 732. It may also acquire a local situs, and then the question arises whether the local situs is, for taxing purposes, exclusive or merely additional. Confining the discussion to the subject of bank credits, it has been held in the cases already cited that they may acquire a local situs if the capital which they ler, 188 U. S. 189, 23 Sup. Ct. 277, 47 L. Ed. 439, that the state of New York may lay an inheritance tax on the transfer of a balance due from a New York bank to the estate of a deceased nonresident depositor, withAlthough Mr. Justice Holmes suggests in the opinion that there is a practical similarity between what is commonly called money in bank and coin in the pocket, which has for taxing purposes more or less obliterated the legal difference, the case was not disposed of on that theory, but on the orthodox principle that the bank was indebted to the estate of the decedent, and because of the practical fact that the state of New York had power over the person of the debtor. "Power over the person of the debtor confers jurisdiction, we repeat." 188 U. S. 206, 23 Sup. Ct. 279, 47 L. Ed. 439. Carried to its conclusion this would authorize any credit to be taxed to the creditor at the domicile of the debtor; but as pointed out in the opinion the result is not to deprive the state of the creditor's domicile of its undoubted right to lay a similar tax. It simply subjects the credit to double taxation. [4] So in this case the right of the state of Connecticut to tax the resident plaintiff corporation on a New York bank credit which represents capital employed, or to be employed, in a business carried on here, is not affected by the possibility that the state of New York may use its control over the debtor as a means of compelling the plaintiff to pay a second tax on the same credit. [5] This conclusion does not rest wholly on the so-called fiction that movables follow the person of the owner, which when applied to a purely intangible credit still remains a necessity rather than a fiction. It rests also on the protection which this state affords to the plaintiff's corporate privileges and business. "The debt is property in his hands" constituting "a portion of his wealth, from that wealth [which] he is under the very highest obligation, in common with his fellow citizens of the same state, to contribute for the support of the government whose protection he enjoys." Kirtland v. Hotchkiss, 100 U. S. 491, 498, 25 L Ed. 558. The question reserved for our advice is answered in the affirmative, and the superior court is advised to render judgment accordingly; costs in this court to be taxed in favor of the defendant. The other Judges concurred. (92 Conn. 266) ed upon the record, the failure of the directors UNITED GERMAN SILVER CO. v. BRON- to record issuance of stock to pay for services 2. CORPORATIONS 30(1) PROMOTERS-ExPENSES AND SERVICES. Unless the charter or statute law other wise provides, and the corporation does not, subsequent to the incorporation, obligate itself to pay, it need not pay for the services or expenses incurred in promoting its incorporation. 3. CORPORATIONS 448(2) CONTRACTS OF PROMOTERS-ADOPTION. A corporation may obligate itself, in the case of contracts made by a promoter for its benefit before its incorporation, by adopting the contract, either expressly or impliedly. 4. CORPORATIONS 448(2) CONTRACTS BY PROMOTERS-"EXPRESS ADOPTION." Express adoption of a promoter's contract is by vote or resolution of the proper authority. 5. CORPORATIONS 448(2)—PROMOTER'S CONTRACTS-"IMPLIED ADOPTION." Implied adoption of a promotor's contract is by acts or conduct or acquiescence of a nature which would estop the corporation from denying that it had adopted the contract, among such being the receipt and retention of benefits, but the contract must be within the corporate powers, for its benefit, reasonable, and made and adopted in good faith. 6. CORPORATIONS 448(2) CONTRACTS BY PROMOTERS "ADOPTION" "RATIFICATION. - Although the words "ratification" and "adoption" have been used interchangeably in regard to contracts of promoters of corporations, "adoption" better expresses what takes place, for "ratification" presupposes a principal existing at the time of the agent's action. [Ed. Note.-For other definitions, see Words and Phrases, First and Second Series, Adoption; Ratification.] Since a corporation has no choice in determining upon the acceptance of the services of promoters, retaining the benefits will not estop it from denying its adoption of them, adoption only being inferred from acts and conduct which it may voluntarily accept or reject. 9. CORPORATIONS 99(2) ISSUANCE OF STOCK-PAYMENT FOR SERVICES. In the absence of statute or vote of the corporation, stock may be issued in payment of services rendered and expenses incurred for it. raised no presumption against such stockholder that he was to pay cash therefor. 11. CORPORATIONS 99(2)-VOTE OF STOCKHOLDERS EFFECT ON BOARD. A vote by the stockholders that no stock be issued except for cash is binding on the directors, and they cannot override this and issue stock in payment of services, and such an act by the directors could show no adoption of such services, although the directors could have otherwise legally acted. ILLEGAL ADOP 12. CORPORATIONS 103 stockholders, voted a promoter a block of stock Appeal from Superior Court, Fairfield County; Howard J. Curtis, Judge. Action by the United German Silver Company against Homer D. Bronson. Judgment for defendant, and plaintiff appeals. No error. Action to recover subscription to 50 shares of stock in plaintiff corporation, brought to the Superior Court for Fairfield county, and tried to the court, Curtis, J. Judgment for the defendant and appeal by the plaintiff. No error. Homer S. Cummings, Charles D. Lockwood, Charles M. Fessenden, and Matthew H. Kenealy, all of Stamford, for appellant. Nathaniel R. Bronson, Laurence L. Lewis, and Charles E. Hart, Jr., all of Waterbury, for appellee. WHEELER, J. The plaintiff was incorporated October 22, 1914, under the laws of Connecticut, and was the successor of a corporation doing a similar business and both having capital stock. The defendant was a stockholder of the predecessor company. He devoted a great deal of time and incurred personal expenses in securing subscribers to the stock of the plaintiff and in perfecting its organization. He subscribed for 50 shares of the plaintiff of the par value of $50 each, and the certificate for the same was duly delivered to him. but, except as hereinafter stated, he never paid for his subscription. On October 22, 1914, the stockholders of the plaintiff voted that stock of the plaintiff should be issued to the amount of $39,000, in exchange for certain real estate and personal property, and on October 26, 1914, the stockholders voted that the balance of the stock, viz. $61,000, should be issued for cash only, and the directors were authorized to place 10. CORPORATIONS 90(6) ISSUANCE this stock upon the market. The defendant STOCK-PAYMENT-STATUTES-PRESUMPTION. as a stockholder voted for this resolution. Under Corporation Act, § 12 (Pub. Acts On October 26, 1914, the defendant was 1903, c. 194), providing that stock can only be issued for cash or its equivalent, or if paid duly elected a director and president of plainfor otherwise than by cash this must be plac-tiff, and so continued until July 8, 1915. The OF defendant rendered services and expended wise provides, and the corporation does not, money for the plaintiff corporation after its subsequent to the incorporation, obligate itincorporation. The defendant rendered these self to pay, it is under no obligation to pay services and incurred these expenses without for the services or expenses incurred in having a contract with plaintiff, and without promoting its incorporation. having a record of them, and never presented the plaintiff with a bill for them. At a meeting of the directors in December, 1914, it was voted that the defendant be given the 50 shares in full payment for services theretofore rendered the plaintiff and for similar services to be rendered in the future and for moneys already expended or which should be expended by him in the future in similar manner. The value of the services rendered and the expenses incurred by the defendant prior to said meeting was greater than the par value of the stock, viz. $2,500. The defendant continued to perform valuable services for plaintiff so long as he continued a stockholder. [3] Our law did not otherwise provide; our inquiry thus is whether the plaintiff, after its incorporation, obligated itself to make these payments. This it may do, in the case of contracts made by a promoter for its benefit before its incorporation, by adopting the contract, either expressly or impliedly. [4, 5] Express adoption is by vote or resolution of the proper authority. Implied adoption is by acts or conduct or acquiescence, and among such acts are the receipt and retention of benefits. Acts or conduct from which this inference would arise would be those which would estop the corporation from denying that it had adopted the contract. The law has placed certain safeguards about The directors in all these steps taken acted the adoption of the contract of the promoter In good faith. The directors other than de- in behalf of a corporation subsequently infendant knew of the defendant's services and corporated. It must be made within its corexpenses, and frequently discussed the sub-porate powers, for its benefit, be reasonable, ject at meetings of the directors. The stockholders of plaintiff never formally ratified the action of the directors in issuing to the defendant the 50 shares. On or about July 14, 1915, the defendant sold the 50 shares for $2,795. The plaintiff has duly demanded payment for the 50 shares from all subsequent holders of record of the same, and payment has been refused. These subsequent holders of the 50 shares purchased in the belief that they had been fully paid for. On or about October 23, 1915, the board of directors adopted a resolution that the defendant be required to pay, within five days from date of mailing him a copy of the resolution, $2,500 in payment for the 50 shares of stock. The copy of the resolution was duly mailed and received by the defendant, but defendant refused and still refuses to make payment. [1] The issuance by the plaintiff corporation of the certificate for the 50 shares of stock in the name of the defendant, and its delivery to and acceptance by him, created a relation between him and the corporation from which the law implied a promise on his part to pay the corporation the par value of the stock, and gave the corporation a right of action in its own name to recover the unpaid subscription. and good faith must have surrounded its making and its adoption. In Stanton v. N. Y. & Eastern R. R. Co., 59 Conn. 272, 22 Atl. 300, 21 Am. St. Rep. 110, we held that a contract between the promoters of a railroad and Hungerford, that he should obtain rights of way and be paid for the same and for his services and expenses in procuring these, which had been adopted by express vote of the corporation after its incorporation, gave Huntington a valid cause of action on the contract. We placed our decision upon the principle of ratification, but we pointed out that ratification as used meant the adoption of a previously formed contract. Ameri [6] Ratification and adoption are used interchangeably in the decisions. As it seems to us, adoption better expresses what takes place, for ratification presupposes a principal existing at the time of the agent's action. Clark on Corporations (3d Ed.) § 47. can authorities very generally apply the doctrine of adoption or ratification as we do in Stanton v. N. Y. & E. R. R. Co., supra. Some of the later cases are: Van Noy v. Insurance Co., 168 Mo. App. 295, 153 S. W. 1090; In re Ballou (D. C.) 215 Fed. 810, 812; City of Belfast v. Belfast Water Co., 115 Me. 234, 98 Atl. 738, L. R. A. 1917B, 908; Munson et al. v. S. G. & C. P. R. Co., 103 N. Y. 58, 76, 8 N. E. 355; McArthur v. Times Printing Co., 48 Minn. The chief error assigned is the overruling 319, 51 N. W. 216, 31 Am. St. Rep. 653. Masof the plaintiff's claim of law that the serv-sachusetts holds that unless the elements of ices rendered by the defendant, as a promot- a new contract are present there can be no er, in securing subscriptions for the plaintiff recovery. Koppel v. Mass. Brick Co., 192 corporation before its incorporation, was neither cash nor property, and thus could not be held to be a consideration for the subscription. The services and expenses of the defendant preceding the incorporation and those following it constitute the entire consideration given by him for the stock. Mass. 225, 78 N. E. 128. Logically followed, this would appear to eliminate the implied adoption which is in reality an application of the doctrine of estoppel. [7] Where, as in this case, there is no contract, but simply service performed and expenses incurred in the incorporation before |