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1
  ---
2
  language:
3
  - en
4
- license: apache-2.0
5
  tags:
6
  - sentence-transformers
7
  - sentence-similarity
@@ -11,176 +10,209 @@ tags:
11
  - loss:MultipleNegativesRankingLoss
12
  base_model: nomic-ai/modernbert-embed-base
13
  widget:
14
- - source_sentence: 'search_document: The first respects the interest in which the
15
- litigation is being prosecuted, and the second is the failure of the plaintiff
16
- to either plead or prove a cause of action on his behalf as a stockholder. If
17
- this litigation had been honestly instituted by a stockholder for the protection
18
- of his and other stockholders rights, and was not so evidently a suit instigated
19
- by a rival company for its own interests, we should strive to be astute to discover
20
- some remedy for a very evident wrong. The far reaching and flexible nature of
21
- equitable powers might, with proper proof and under other circumstances, enable
22
- us to do justice as between the stockholders of the Grey Creek Company and Chappell,
23
- its officer and director. But we have no inclination to struggle for this result,
24
- because it is a well settled principle that whenever it is made to appear that
25
- the suit was. not begun in good faith by a shareholder for the protection of his
26
- rights, but was in reality originated and prosecuted by another corporation for
27
- its own benefit, the court will consider what led the plaintiff to institute his
28
- suit, and, finding some other reason than a desire to protect stockholders ’ rights,
29
- will refuse to entertain the bill. Forrest v. Manchester, etc., R '' way Co.,
30
- 4 De G., F. & J. 19 ( 65 Eng. Chan., 125 ) ; Filder v. London, etc., R '' way
31
- Co., 1 H. & M. 489 ; Belmont v. Erie R '' way Co. et al., 52 Barb. 637 ; Waterbury
32
- v. The Merchants ’ Union Express Co., 50 Barb. 157 ; Camblos v. The P. & R. R.
33
- R. Co., 4 Brewster, 563. Naturally, the cases respecting this proposition are
34
- limited, since the question could not often arise. It seldom happens that shareholders,
35
- otherwise than for the protection of their own interests, come into courts of
36
- equity to seek redress for wrongs done the corporation of which they are * 331members.
37
- But wherever it is apparent that this has been done, the courts have never hesitated
38
- to send the plaintiff out of court and refuse him relief.'
 
 
 
39
  sentences:
40
- - 'search_query: When can a shareholder''s lawsuit be dismissed for lack of good
41
- faith?'
42
- - 'search_query: What are the requirements for filing a patent application in the
43
- United States?'
44
- - 'search_query: How are disputes over partnership assets and liabilities resolved
45
- in court?'
46
- - source_sentence: 'search_document: It must be conceded that defendant ’ s property
47
- within the State is negligible. * 766The salaries of Titus and the other salesman
48
- are paid by the defendant ’ s home office. Titus and his associate salesman are
49
- employed on a salary basis and devote all their time to the business of the defendant.
50
- Titus employs a young woman stenographer and pays her out of the aforementioned
51
- H. B. Titus, Special account. Defendant has no other employees in New York.
52
- Titus and his associate are constantly and systematically engaged within the State
53
- of New York in soliciting business for the defendant. Their activities result
54
- in the continuous shipment by the defendant of its product into and outside of
55
- the State of New York. It was testified by Titus that the shipments into this
56
- State attain a monthly average of approximately $ 14, 000. Shipments are made
57
- in every case from factories without the State f. o. b. plant. ” Orders received
58
- by Titus from new customers are transmitted to the home office in Cleveland and
59
- are there accepted or rejected, presumably after due investigation of the customer
60
- s credit standing. In the case of orders received from approved accounts, that
61
- is to say, from customers who have previously done business with the defendant
62
- and whose credit standing has been found satisfactory by the defendant s home
63
- office, and who have thus established a permanent relationship with defendant
64
- s New York office, Titus promptly transmits the order to the factory, by means
65
- of a teletype machine which the defendant caused to be installed in the 50 Church
66
- street office for the use of Titus. This practice is always followed in the case
67
- of a rush order from an approved account if the amount of the order is not unusually
68
- large ; and the testimony affords some reason to suppose that it is followed in
69
- the case of every normal - sized order from such an account. As a general rule,
70
- prices are established by the Cleveland office, but Titus was sometimes authorized
71
- to quote varying prices in order to meet competition. Orders received on the basis
72
- of prices thus quoted by Titus required the approval of the home office, but were,
73
- as a matter of fact, in no instance rejected. Defendant s customers in New York
74
- make payment directly to the Cleveland office, but when instructed to do so, Titus
75
- undertakes the collection of delinquent accounts.'
 
 
 
 
 
 
 
76
  sentences:
77
- - 'search_query: What factors are considered by courts in determining the best interest
78
- of a child in custody cases?'
79
- - 'search_query: What are the tax implications of freelancing as a sole proprietor?'
80
- - 'search_query: What constitutes sufficient business activity for a company to
81
- be subject to jurisdiction in a state?'
82
- - source_sentence: 'search_document: The evil is still just as great as it was formerly,
83
- if a party can have only legal or equitable relief in the same action. In such
84
- case, if he commences his action asking for equitable relief, as for instance
85
- a specific performance, and it turns out that he is not entitled to it, but only
86
- to legal relief, by way of damages, he might perhaps, if such strictness is to
87
- govern, be put to a new action to obtain redress. This certainly ought not to
88
- be ; and such a strictness is hostile to the whole spirit of the change that has
89
- been made. In trying such a cause at the circuit, I should most certainly allow
90
- whatever amendment in the pleadings was necesssary to give the party redress.
91
- If the plaintiff had asked for equitable relief, and it turned out that he was
92
- entitled to legal relief only, I should permit him to take it in that form. And
93
- if he had asked for legal relief only, Avhen he was entitled to both legal and
94
- equitable relief, I should allow the proper amendment to administer complete justice
95
- in the case. The power to amend, authorized by the Code, is ample for such purpose.
96
- Noav the last case of amendment I have mentioned as permissible at the circuit,
97
- is precisely what is claimed in this case, with this difference only, that it
98
- is claimed to be made here, before issue joined, and when, of course, the defendant
99
- has abundant time and opportunity to prepare to meet the claim at the circuit.
100
- I see no objection in this case to uniting claims for both legal and equitable
101
- relief in the same action. Both depend on the same transaction and both are necessary
102
- to indemnify the plaintiff for past, and to protect him against future injury.
103
- I think the proper course, under our present system of practice, is to give the
104
- party whatever relief is applicable to the facts put * 271in issue in the pleadings
105
- and established on the trial, whether such relief be legal or equitable, or both.
106
- And I see no reason against uniting in one action claims for both legal and eqiutable
107
- relief, when they are not inconsistent with each other ( Linden agt. Hepburn,
108
- 5 How. Pr. R. 188 ).'
 
 
 
 
 
 
 
109
  sentences:
110
- - 'search_query: What are the time requirements for challenging a candidate''s qualifications
111
- to appear on a ballot in Kentucky?'
112
- - 'search_query: Can legal and equitable claims be united in one action under modern
113
- legal practice?'
114
- - 'search_query: What are the requirements for filing an international patent application?'
115
- - source_sentence: 'search_document: The major points presented by appellants are,
116
- first, that the city of Newark took but an easement in the property, second, that
117
- if the city did acquire a fee, it was a conditional, base or determinable fee,
118
- and, finally, that in either event the use for which the property was condemned
119
- has been abandoned and, in consequence, the property has reverted to the former
120
- owner. The city responds that, by virtue of the condemnation proceedings, it acquired
121
- an estate in fee - simple absolute, the title to which is not subject to any right
122
- of reversion, and, furthermore, that even though the city be found to possess
123
- only a qualified fee, it may nevertheless devote the land to the street use. *
124
- Page 327 It may be said of a municipality, as it was said of a railroad corporation
125
- in Currie v. New York Transit Company and National Docks Railway Co., 66 N. J.
126
- Eq. 313, that the quantity of interest in land obtained by it under the power
127
- of eminent domain is that which the statute conferring the power authorizes it
128
- to acquire and that the legislature may authorize the taking of a fee or any less
129
- estate in its discretion. The earlier cases were reviewed by our Chief Justice
130
- in the opinion written by him for this court in the Currie case and need not be
131
- here adverted to in the continued recognition of the enunciated principle. The
132
- next question is : What quantity of interest did the statute which conferred the
133
- power of eminent domain authorize the city to acquire? The statute is to be read,
134
- not under the necessity of finding fixed phraseology, but to ascertain its intent,
135
- because this intent, clearly found, will prevail. No precise words are necessary
136
- in a statute to authorize the condemnation of a fee. As was said by Mr. Justice
137
- Holmes, then a justice of the Supreme Judicial Court of Massachusetts, in City
138
- of Newton v. Perry, 163 Mass. 319 ; 39 N. E. Rep. 1032, " there are no sacramental
139
- words which must be used in a statutory power to take and hold lands in order
140
- to give a right to take the lands in fee. " See, also, Driscoll v. City of New
141
- Haven ( Conn. ), 52 Atl.'
 
 
 
 
 
 
 
142
  sentences:
143
- - 'search_query: What legal principles govern equality and uniformity in taxation
144
- laws?'
145
- - 'search_query: What determines the type of interest a municipality can acquire
146
- through eminent domain?'
147
- - 'search_query: What are the requirements for filing a patent application in the
148
- United States?'
149
- - source_sentence: 'search_document: . for one year ” ; this was eventually codified
150
- as part of G. L. c. 210, § 3, which also specified other grounds for dispensing
151
- with parental consent, such as current imprisonment of the parent for more than
152
- three years. Chapter 593, § 1, of the Acts of 1953, codified as G. L. c. 210,
153
- § 3A, first provided for an independent proceeding, prior to adoption proceedings
154
- proper, at which it could be determined whether parental consent was to be necessary
155
- for the adoption. Its purpose was to facilitate and expedite the process of adoption
156
- of children being held in temporary foster care. See the Department of Public
157
- Welfare recommendations, 1953 House Doc. No. 118, accompanying their draft bill,.
158
- 1953 House Doc. No. 124. The proceeding could be brought by the Department of
159
- Public Welfare or any appropriate child care agency having custody of the child.
160
- But the act was silent as to the standards to be applied in deciding when consent
161
- could be dispensed with, and in Consent to Adoption of a Minor, 345 Mass. 706
162
- ( 1963 ), this court held that, in the absence of any other indication in the
163
- statute, the conditions set out in § 3 for direct adoptions were still to be met
164
- ; specifically, the court held that a finding of parental unsuitability, without
165
- a finding of * 638wilful desertion or neglect for a year, was not an adequate
166
- basis for a decree dispensing with the parental consent. The department had evidently
167
- not intended the § 3 conditions to be read into the independent § 3A proceeding.
168
- Therefore the department immediately sponsored St. 1964, c. 425, which provided
169
- that consent could be dispensed with “ if the court finds that the best interests
170
- of the child will be served by placement for adoption ; the court was not to
171
- be restricted by the § 3 conditions, but was to give “ due regard to the ability,
172
- capacity and fitness of the child s parents. . . and to the plans proposed by
173
- the department or other agency initiating such petition. This statute thus broadened
174
- the factors the court could consider in deciding whether to proceed over the parent
175
- s objections ; unsuitability besides desertion or neglect was now clearly an
176
- available ground.'
 
 
 
 
 
 
177
  sentences:
178
- - 'search_query: What are the legal standards for dispensing with parental consent
179
- in adoption cases?'
180
- - 'search_query: What are the tax implications of inheriting property from a deceased
181
- relative?'
182
- - 'search_query: What legal remedies are available when surface water drainage causes
183
- damage to private property?'
 
 
 
184
  pipeline_tag: sentence-similarity
185
  library_name: sentence-transformers
186
  metrics:
 
1
  ---
2
  language:
3
  - en
 
4
  tags:
5
  - sentence-transformers
6
  - sentence-similarity
 
10
  - loss:MultipleNegativesRankingLoss
11
  base_model: nomic-ai/modernbert-embed-base
12
  widget:
13
+ - source_sentence: >-
14
+ search_document: The first respects the interest in which the litigation is
15
+ being prosecuted, and the second is the failure of the plaintiff to either
16
+ plead or prove a cause of action on his behalf as a stockholder. If this
17
+ litigation had been honestly instituted by a stockholder for the protection
18
+ of his and other stockholders rights, and was not so evidently a suit
19
+ instigated by a rival company for its own interests, we should strive to be
20
+ astute to discover some remedy for a very evident wrong. The far reaching
21
+ and flexible nature of equitable powers might, with proper proof and under
22
+ other circumstances, enable us to do justice as between the stockholders of
23
+ the Grey Creek Company and Chappell, its officer and director. But we have
24
+ no inclination to struggle for this result, because it is a well settled
25
+ principle that whenever it is made to appear that the suit was. not begun in
26
+ good faith by a shareholder for the protection of his rights, but was in
27
+ reality originated and prosecuted by another corporation for its own
28
+ benefit, the court will consider what led the plaintiff to institute his
29
+ suit, and, finding some other reason than a desire to protect stockholders ’
30
+ rights, will refuse to entertain the bill. Forrest v. Manchester, etc., R '
31
+ way Co., 4 De G., F. & J. 19 ( 65 Eng. Chan., 125 ) ; Filder v. London,
32
+ etc., R ' way Co., 1 H. & M. 489 ; Belmont v. Erie R ' way Co. et al., 52
33
+ Barb. 637 ; Waterbury v. The Merchants Union Express Co., 50 Barb. 157 ;
34
+ Camblos v. The P. & R. R. R. Co., 4 Brewster, 563. Naturally, the cases
35
+ respecting this proposition are limited, since the question could not often
36
+ arise. It seldom happens that shareholders, otherwise than for the
37
+ protection of their own interests, come into courts of equity to seek
38
+ redress for wrongs done the corporation of which they are * 331members. But
39
+ wherever it is apparent that this has been done, the courts have never
40
+ hesitated to send the plaintiff out of court and refuse him relief.
41
  sentences:
42
+ - >-
43
+ search_query: When can a shareholder's lawsuit be dismissed for lack of good
44
+ faith?
45
+ - >-
46
+ search_query: What are the requirements for filing a patent application in
47
+ the United States?
48
+ - >-
49
+ search_query: How are disputes over partnership assets and liabilities
50
+ resolved in court?
51
+ - source_sentence: >-
52
+ search_document: It must be conceded that defendant s property within the
53
+ State is negligible. * 766The salaries of Titus and the other salesman are
54
+ paid by the defendant s home office. Titus and his associate salesman are
55
+ employed on a salary basis and devote all their time to the business of the
56
+ defendant. Titus employs a young woman stenographer and pays her out of the
57
+ aforementioned H. B. Titus, Special account. Defendant has no other
58
+ employees in New York. Titus and his associate are constantly and
59
+ systematically engaged within the State of New York in soliciting business
60
+ for the defendant. Their activities result in the continuous shipment by the
61
+ defendant of its product into and outside of the State of New York. It was
62
+ testified by Titus that the shipments into this State attain a monthly
63
+ average of approximately $ 14, 000. Shipments are made in every case from
64
+ factories without the State f. o. b. plant. Orders received by Titus
65
+ from new customers are transmitted to the home office in Cleveland and are
66
+ there accepted or rejected, presumably after due investigation of the
67
+ customer s credit standing. In the case of orders received from approved
68
+ accounts, that is to say, from customers who have previously done business
69
+ with the defendant and whose credit standing has been found satisfactory by
70
+ the defendant s home office, and who have thus established a permanent
71
+ relationship with defendant s New York office, Titus promptly transmits
72
+ the order to the factory, by means of a teletype machine which the defendant
73
+ caused to be installed in the 50 Church street office for the use of Titus.
74
+ This practice is always followed in the case of a rush order from an
75
+ approved account if the amount of the order is not unusually large ; and the
76
+ testimony affords some reason to suppose that it is followed in the case of
77
+ every normal - sized order from such an account. As a general rule, prices
78
+ are established by the Cleveland office, but Titus was sometimes authorized
79
+ to quote varying prices in order to meet competition. Orders received on the
80
+ basis of prices thus quoted by Titus required the approval of the home
81
+ office, but were, as a matter of fact, in no instance rejected. Defendant ’
82
+ s customers in New York make payment directly to the Cleveland office, but
83
+ when instructed to do so, Titus undertakes the collection of delinquent
84
+ accounts.
85
  sentences:
86
+ - >-
87
+ search_query: What factors are considered by courts in determining the best
88
+ interest of a child in custody cases?
89
+ - >-
90
+ search_query: What are the tax implications of freelancing as a sole
91
+ proprietor?
92
+ - >-
93
+ search_query: What constitutes sufficient business activity for a company to
94
+ be subject to jurisdiction in a state?
95
+ - source_sentence: >-
96
+ search_document: The evil is still just as great as it was formerly, if a
97
+ party can have only legal or equitable relief in the same action. In such
98
+ case, if he commences his action asking for equitable relief, as for
99
+ instance a specific performance, and it turns out that he is not entitled to
100
+ it, but only to legal relief, by way of damages, he might perhaps, if such
101
+ strictness is to govern, be put to a new action to obtain redress. This
102
+ certainly ought not to be ; and such a strictness is hostile to the whole
103
+ spirit of the change that has been made. In trying such a cause at the
104
+ circuit, I should most certainly allow whatever amendment in the pleadings
105
+ was necesssary to give the party redress. If the plaintiff had asked for
106
+ equitable relief, and it turned out that he was entitled to legal relief
107
+ only, I should permit him to take it in that form. And if he had asked for
108
+ legal relief only, Avhen he was entitled to both legal and equitable relief,
109
+ I should allow the proper amendment to administer complete justice in the
110
+ case. The power to amend, authorized by the Code, is ample for such purpose.
111
+ Noav the last case of amendment I have mentioned as permissible at the
112
+ circuit, is precisely what is claimed in this case, with this difference
113
+ only, that it is claimed to be made here, before issue joined, and when, of
114
+ course, the defendant has abundant time and opportunity to prepare to meet
115
+ the claim at the circuit. I see no objection in this case to uniting claims
116
+ for both legal and equitable relief in the same action. Both depend on the
117
+ same transaction and both are necessary to indemnify the plaintiff for past,
118
+ and to protect him against future injury. I think the proper course, under
119
+ our present system of practice, is to give the party whatever relief is
120
+ applicable to the facts put * 271in issue in the pleadings and established
121
+ on the trial, whether such relief be legal or equitable, or both. And I see
122
+ no reason against uniting in one action claims for both legal and eqiutable
123
+ relief, when they are not inconsistent with each other ( Linden agt.
124
+ Hepburn, 5 How. Pr. R. 188 ).
125
  sentences:
126
+ - >-
127
+ search_query: What are the time requirements for challenging a candidate's
128
+ qualifications to appear on a ballot in Kentucky?
129
+ - >-
130
+ search_query: Can legal and equitable claims be united in one action under
131
+ modern legal practice?
132
+ - >-
133
+ search_query: What are the requirements for filing an international patent
134
+ application?
135
+ - source_sentence: >-
136
+ search_document: The major points presented by appellants are, first, that
137
+ the city of Newark took but an easement in the property, second, that if the
138
+ city did acquire a fee, it was a conditional, base or determinable fee, and,
139
+ finally, that in either event the use for which the property was condemned
140
+ has been abandoned and, in consequence, the property has reverted to the
141
+ former owner. The city responds that, by virtue of the condemnation
142
+ proceedings, it acquired an estate in fee - simple absolute, the title to
143
+ which is not subject to any right of reversion, and, furthermore, that even
144
+ though the city be found to possess only a qualified fee, it may
145
+ nevertheless devote the land to the street use. * Page 327 It may be said of
146
+ a municipality, as it was said of a railroad corporation in Currie v. New
147
+ York Transit Company and National Docks Railway Co., 66 N. J. Eq. 313, that
148
+ the quantity of interest in land obtained by it under the power of eminent
149
+ domain is that which the statute conferring the power authorizes it to
150
+ acquire and that the legislature may authorize the taking of a fee or any
151
+ less estate in its discretion. The earlier cases were reviewed by our Chief
152
+ Justice in the opinion written by him for this court in the Currie case and
153
+ need not be here adverted to in the continued recognition of the enunciated
154
+ principle. The next question is : What quantity of interest did the statute
155
+ which conferred the power of eminent domain authorize the city to acquire?
156
+ The statute is to be read, not under the necessity of finding fixed
157
+ phraseology, but to ascertain its intent, because this intent, clearly
158
+ found, will prevail. No precise words are necessary in a statute to
159
+ authorize the condemnation of a fee. As was said by Mr. Justice Holmes, then
160
+ a justice of the Supreme Judicial Court of Massachusetts, in City of Newton
161
+ v. Perry, 163 Mass. 319 ; 39 N. E. Rep. 1032, " there are no sacramental
162
+ words which must be used in a statutory power to take and hold lands in
163
+ order to give a right to take the lands in fee. " See, also, Driscoll v.
164
+ City of New Haven ( Conn. ), 52 Atl.
165
  sentences:
166
+ - >-
167
+ search_query: What legal principles govern equality and uniformity in
168
+ taxation laws?
169
+ - >-
170
+ search_query: What determines the type of interest a municipality can
171
+ acquire through eminent domain?
172
+ - >-
173
+ search_query: What are the requirements for filing a patent application in
174
+ the United States?
175
+ - source_sentence: >-
176
+ search_document: . for one year ; this was eventually codified as part of
177
+ G. L. c. 210, § 3, which also specified other grounds for dispensing with
178
+ parental consent, such as current imprisonment of the parent for more than
179
+ three years. Chapter 593, § 1, of the Acts of 1953, codified as G. L. c.
180
+ 210, § 3A, first provided for an independent proceeding, prior to adoption
181
+ proceedings proper, at which it could be determined whether parental consent
182
+ was to be necessary for the adoption. Its purpose was to facilitate and
183
+ expedite the process of adoption of children being held in temporary foster
184
+ care. See the Department of Public Welfare recommendations, 1953 House Doc.
185
+ No. 118, accompanying their draft bill,. 1953 House Doc. No. 124. The
186
+ proceeding could be brought by the Department of Public Welfare or any
187
+ appropriate child care agency having custody of the child. But the act was
188
+ silent as to the standards to be applied in deciding when consent could be
189
+ dispensed with, and in Consent to Adoption of a Minor, 345 Mass. 706 ( 1963
190
+ ), this court held that, in the absence of any other indication in the
191
+ statute, the conditions set out in § 3 for direct adoptions were still to be
192
+ met ; specifically, the court held that a finding of parental “
193
+ unsuitability, without a finding of * 638wilful desertion or neglect for a
194
+ year, was not an adequate basis for a decree dispensing with the parental
195
+ consent. The department had evidently not intended the § 3 conditions to be
196
+ read into the independent § 3A proceeding. Therefore the department
197
+ immediately sponsored St. 1964, c. 425, which provided that consent could be
198
+ dispensed with if the court finds that the best interests of the child
199
+ will be served by placement for adoption ” ; the court was not to be
200
+ restricted by the § 3 conditions, but was to give “ due regard to the
201
+ ability, capacity and fitness of the child ’ s parents. . . and to the plans
202
+ proposed by the department or other agency initiating such petition. ” This
203
+ statute thus broadened the factors the court could consider in deciding
204
+ whether to proceed over the parent ’ s objections ; unsuitability besides
205
+ desertion or neglect was now clearly an available ground.
206
  sentences:
207
+ - >-
208
+ search_query: What are the legal standards for dispensing with parental
209
+ consent in adoption cases?
210
+ - >-
211
+ search_query: What are the tax implications of inheriting property from a
212
+ deceased relative?
213
+ - >-
214
+ search_query: What legal remedies are available when surface water drainage
215
+ causes damage to private property?
216
  pipeline_tag: sentence-similarity
217
  library_name: sentence-transformers
218
  metrics: