Limited in Zambrino v. Galveston etc. R. R. Co., 38 Fed. 455, 456, 457, holding railroad corporation could be sued in district where it was doing business, although principal office was in another district.

Residence or citizenship of foreign corporations for purpose of
Federal jurisdiction. Note, 14 L. R. A. 184.

Corporations may transact business where its charter does not operate, but it cannot on that account acquire residence there.

Approved in United States v. New York & O. S. S. Co., 216 Fed. 63, 132 C. C. A. 305, holding for purposes of jurisdiction, corporation is resident of State of its organization; Freeman v. American Surety Co., 116 Fed. 551, dismissing suit, lack of jurisdiction, surety company doing business in one but created in another State; Shaw v. Quincy Min. Co., 145 U. S. 451, 36 L. Ed. 772, 12 Sup. Ct. 938, holding Michigan corporation doing business in New York did not acquire residence in latter State; Holbrook v. Ford, 153 Ill. 645, 46 Am. St. Rep. 923, 27 L. R. A. 328, 39 N. E. 1095, holding debts due company situated at its domicile and not in State where it did business; Boston Inv. Co. v. Boston, 158 Mass. 463, 33 N. E. 581, holding foreign corporations doing business in State not within meaning of word "inhabitants" in tax law.

11 Wall. 217-238, 20 L. Ed. 50, MAY v. LE CLAIRE.

Propositions and acceptances to settle unadjusted demands made in spirit of compromise may constitute a contract, and it is duty of court of equity to uphold such agreements as far as possible.

Approved in Libbey v. Frost, 98 Me. 291, 56 Atl. 907, holding cestui of certain lot consenting to exchange for second lot and electing to look to latter lot cannot claim former; Bunkley v. Lynch, 47 Ala. 214, holding vendee presumed to accept and consent to recitals in deed.

One acquiring title by quitclaim deed cannot be regarded as bona fide purchaser without notice, as conveyance only passes grantor's title.

Approved in Morris v. Wheat, 8 App. D. C. 386, following rule; Lindblom v. Rocks, 146 Fed. 663, 77 C. C. A. 86, applying rule in ejectment; Trice v. Comstock, 115 Fed. 768, denying assignee of executory contract to purchase lands an innocent purchaser; Mosier v. Momsen, 13 Okl. 50, 74 Pac. 908, arguendo; Villa v. Rodriguez, 12 Wall. 339, 20 L. Ed. 410, holding grantee, under quitclaim deed, takes subject to unrecorded mortgage; Dickerson v. Colgrove, 100 U. S. 584, 25 L. Ed. 621, holding title of grantee subject to acts of grantor creating estoppel; Baker v. Humphrey, 101 U. S. 499, 25 L. Ed. 1067, holding one claiming under quitclaim deed, fraudulently obtained, not bona fide

purchaser; Gest v. Packwood, 13 Sawy. 208, 34 Fed. 372, holding one taking quitclaim deed not protected from prior right of which he had no notice; Wallerton v. Snow, 5 McCrary, 68, 15 Fed. 404, holding land subject to prior claim under bond as against holder of equitable title or quitclaim deed; Runyon v. Smith, 18 Fed. 582, holding grantee under quitclaim and release charged with notice of paramount claims; Taylor v. Irwin, 20 Fed. 621, holding grantee not entitled where his grantor, as assignee in bankruptcy, had failed to assert title; United States v. Sliney, 21 Fed. 895, holding grantee under quitclaim deeds put to inquiry, where parties were in possession, etc.; Hastings v. Nissen, 31 Fed. 600, applying rule where grantors released interests as "heirs"; M'Clung v. Steen, 32 Fed. 374, holding, where full equitable title had passed subsequent quitclaim conveyed nothing; Dunn v. Barnum, 51 Fed. 361, 2 C. C. A. 265, holding, where grantor had no title, his quitclaim passed none; May v. Courtnay, 47 Ala. 190, holding mortgagee's interest subject to prior attachment lien; Smith v. Perry, 56 Ala. 269, holding purchaser from assignee of bankrupt takes only bankrupt's interest in same; Busch v. Huston, 75 Ill. 346, holding quitclaim of an undivided fourth was color of title only to extent of that interest; Watson v. Phelps, 40 Iowa, 483, holding grant of quitclaim deed from assignee of certificate of tax sale void on account of fraud not protected; Laraway v. Larue, 63 Iowa, 412, 19 N. W. 244, holding grantee, under quitclaim deeds, in no better position than grantors, as against those in possession; Steele v. Sioux Valley Bank, 79 Iowa, 346, 18 Am. St. Rep. 375, 7 L. R. A. 526, 44 N. W. 566, holding quitclaim deed inferior to prior unrecorded bond for deed; Johnson v. Williams, 37 Kan. 181, 1 Am. St. Rep. 245, 14 Pac. 538, holding one who holds by quitclaim not bona fide purchaser as to prior discoverable equities; Nash v. Bean, 74 Me. 343, holding release conveyed no title where grantor had none, although recorded before prior deed; Battershall v. Stephens, 34 Mich. 74, holding purchaser buying dubious title, as speculation, could not defeat prior unrecorded deed; Beakley v. Robert, 120 Mich. 209, 79 N. W. 193, and Marshall v. Roberts, 18 Minn. 408, 10 Am. Rep. 203, holding quitclaim deed, recorded, inferior to prior unrecorded deed; Mann v. Best, 62 Mo. 497, holding title by quitclaim deed subject to be set aside by reason of fraud of grantor; Sharp v. Cheatham, 88 Mo. 510, holding purchaser under quitclaim charged with notice of equitable easements; McAdow v. Black, 6 Mont. 608, 13 Pac. 381, holding purchaser at execution sale not a bona fide purchaser entitled to notice; Bradt v. Church, 110 N. Y. 546, 18 N. E. 360, holding grantee could take no more than grantor's leasehold interest; Baker v. Woodward, 12 Or. 11, 6 Pac. 178, holding quitclaim deed passed estate subject to prior equities of original patentee; Aultman v. Utsey, 34 S. C. 572,

VII-17

13 S. E. 852, holding grantee, under quitclaim, charged with constructive notice of fraud; Fletcher v. Ellison, 1 Posey, 670, holding title of purchaser at bankrupt sale inferior to prior unrecorded deed; Lewis v. Lichty, 3 Wash. 224, 28 Am. St. Rep. 33, 28 Pac. 360, where purchaser of quitclaim deed had full notice of prior claims; Martin v. Morris, 62 Wis. 428, 22 N. W. 530, holding quitclaim conveyed only one-half undivided interest, grantee being charged with constructive notice of prior conveyance; Barclift v. Lillie, 82 Ala. 320, 2 South. 121, holding quitclaim deed cut off equity of a prior grantor; Miller v. Wolf, 63 Iowa, 238, 18 N. W. 892, holding verdict without judgment created no lien and plaintiff's title under quitclaim good; Gress v. Evans, 1 Dak. 384, 46 N. W. 1134, holding holder of quitclaim deed charged with other constructive notice of prior conveyance; Hentig v. Redden, 35 Kan. 475, 11 Pac. 401, holding owner of quitclaim better entitled than one claiming under invalid tax deed.

Questioned in United States v. California etc. Co., 148 U. S. 45, 37 L. Ed. 361, 13 Sup. Ct. 463 (affirming 49 Fed. 504, 1 C. C. A. 330), holding grantee tracing title through quitclaim deed protected from prior defect.

Distinguished in Boynton v. Haggart, 120 Fed. 822, 57 C. C. A. 301, holding under recent decisions innocent purchaser under quitclaim deed may acquire title against prior unrecorded deed; Southern Ry. Co. v. Carroll, 86 S. C. 60, 138 Am. St. Rep. 1017, 67 S. E. 4, holding railroad purchasing right of way from one holding adversely for twenty years is purchaser without notice of unrecorded deed; Martin v. Ragsdale, 71 S. C. 77, 50 S. E. 674, fact that land conveyed by several quitclaim deeds, where last two grantors held under warranty deeds, does not affect bona fide purchaser, where inquiry under record facts would not have discovered facts relied on to defeat his title; Griswold v. Bragg, 19 Blatchf. 97, 6 Fed. 346, holding grantee, by virtue of State statute, entitled to value of improvements made in good faith, under title derived by quitclaim deed; Chrisman v. Hay, 43 Fed. 553, holding under Iowa statute grantee not charged with notice of vendor's lien not reserved in writing and recorded.

Limited in White v. McGarry, 2 Flipp. 574, 47 Fed. 421, holding grantee under quitclaim better entitled than holder of unrecorded mortgage; Wilhelm v. Wilken, 149 N. Y. 451, 52 Am. St. Rep. 745, 32 L. R. A. 372, 44 N. E. 83, holding recorded quitclaim deed superior to prior unrecorded conveyance.

Denied in Chapman v. Sims, 53 Miss. 165, 167, holding quitclaim deed as effectual to convey title as one with general warranty, and grantee not put upon inquiry; Ellison v. Torpin, 44 W. Va. 432, 446, 30 S. E. 189, 195, holding contra; Fox v. Hall, 74 Mo. 316, 41 Am. Rep. 316, and

Schott v. Dosh, 49 Neb. 194, 59 Am. St. Rep. 537, 68 N. W. 349, holding grantee for value in quitclaim deed better entitled than holder of unrecorded deed.

Quitclaim deeds. Note, 53 Am. Rep. 751.

Effect of on quitclaim deed on prior unrecorded deed. Note, 25
Am. Dec. 165.

Effect of quitclaim in otherwise perfect record title. Note, 29
L. R. A. 39.

What interest and rights of grantor pass by quitclaim deed. Note,
Ann. Cas. 1913C, 364.

Knowledge of counsel is notice to client.

Approved in Goodenough v. Warren, 5 Sawy. 502, Fed. Cas. 5534, holding purchaser of land chargeable with knowledge of agent as to prior deed; Consolidated Tank Line Co. v. Kansas City Varnish Co., 45 Fed. 16, holding corporation charged with knowledge of its attorney in drawing fraudulent deed of trust for its benefit; Noble v. Moses, 81 Ala. 545, 60 Am. Rep. 188, 1 South. 228, holding parties charged with knowledge of fiduciary relations of father and daughter in particular case; Walker v. Schreiber, 47 Iowa, 533, holding client charged with knowledge of his attorney that one claimed interest in note and mortgage; Presstman v. Mason, 68 Md. 92, 11 Atl. 767, imputing parties with knowledge of counsel as to irregularities in proceedings before decree; Ross v. Chicago etc. R. R. Co., 55 Iowa, 696, 8 N. W. 646, arguendo.

Notice to attorney as notice to client. Note, 57 Am. St. Rep. 918. If property is tortiously taken or converted, tort-feasor may be sued in trespass or trover, or injured party may waive tort and sue in assumpsit. Approved in Mills v. United States, 46 Fed. 748, 12 L. R. A. 681. holding government committed no tort in diverting watercourse.

Defendant cannot set up tort to defeat action in assumpsit, and recovery of judgment will bar further action ex delicto by plaintiff.

Approved in Noyes v. Edgerly, 71 N. H. 504, 53 Atl. 313, holding action against sheriff for forfeiture not depriving plaintiff of action for false imprisonment; Farmers' Loan etc. Co. v. Toledo etc. R. R. Co., 54 Fed. 766, 4 C. C. A. 461, holding party bound by election to take personal judgment in place of accepting specific shares.

If property converted assumes altered forms, owner may follow it as far as he can trace it and sue at law for substituted property, or hold wrongdoer for damages.

Approved in United States v. Carter, 172 Fed. 14, 96 C. C. A. 587, holding where expenditures have been made from mingled funds, they

must be charged against individual property of trustee; Hutchinson v. Le Roy, 113 Fed. 207, 208, 51 C. C. A. 159, allowing recovery by pledgor from trustee of proceeds received from sale of pledged stock; Small v. Hockinsmith, 158 Ala. 238, 48 South. 542, holding remainder estate, conditioned on life of life tenant, cannot be alienated during latter's life; Clark v. Morris, 88 Kan. 756, 129 Pac. 1196, holding where land, deeded as mortgage, is sold by grantee, measure of damages is value of land at time tender is made; Linthicum v. Washington etc. Elec. R. Co., 124 Md. 269, 92 Atl. 919, holding where suit in equity is brought against railroad company for failure to establish crossing, court must assess damages; United States v. State Nat. Bank, 96 U. S. 35, 24 L. Ed. 648, allowing recovery from the United States for moneys fraudulently obtained by its agent; M'Clellan v. Pyeatt, 66 Fed. 847, 14 C. C. A. 140, directing improvements to be sold which were made from the proceeds of trust property wrongfully sold; McEachin v. Stewart, 106 N. C. 343, 11 S. E. 277, holding cestui que trust could follow funds used to release mortgage on land.

When trustee has abused his trust, cestui que trust has option to take original or substituted property, and if either has passed to bona fide purchaser, then its value in money.

Approved in Southern Pac. R. Co. v. United States, 133 Fed. 657, 66 C. C. A. 581, upholding equity jurisdiction over suit by government to ascertain what portion of lands erroneously patented to railroad have been sold to bona fide purchasers and for cancellation of lands not so disposed of, and for accounting; Partee v. Thomas, 11 Fed. 773, sustaining action by cestui que trust under a will to recover possesion of property; Dow v. Berry, 18 Fed. 125, holding complainant entitled to recover specific substituted property in form of notes and securities; M'Clellan v. Pyeatt, 66 Fed. 847, 14 C. C. A. 140, directing improvements to be sold which were made by conversion of trust property; Glenn v. Glenn, 47 Ala. 210, holding wife entitled to property purchased by trustee with trust funds; Atkinson v. Ward, 47 Ark. 539, 2 S. W. 79, holding trustee liable for converting trust fund into a house on his own land; Henninger v. Heald, 52 N. J. Eq. 440, 29 Atl. 194, holding purchaser of land under corrupt agreement liable as trustee; Meehan v. Forrester, 52 N. Y. 281, holding one wrongfully conveying land liable to return proceeds or to account for its value; McEachin v. Stewart, 106 N. C. 343, 11 S. E. 277, holding land might be charged where mortgage upon it was fraudulently released with trust funds; Burwell v. Burwell, 78 Va. 582, holding guardian liable to respond in money for conversion of ward's property; Slaughter v. Glenn, 98 U. S. 245, 25 L. Ed. 123, and Central Nat. Bank of Baltimore v. Connecticut Mut. Life Ins. Co., 104 U. S. 70, 26 L. Ed. 700, holding bank chargeable