The Boston, Hartford & Erie Railroad Company became a
corporation of the State of New York, by virtue of the Act of the
legislature of that state passed April 25, 1864, Laws of New York,
1864, c. 385, p. 884, it being already a corporation of
Connecticut, Massachusetts and Rhode Island. A meeting in one of
several states of the stockholders of a corporation chartered
Page 118 U. S. 162
by all those states is valid in respect to the property of the
corporation in all of them, without the necessity of the repetition
of the meeting in any other of those states.
A railroad corporation which, though made up of distinct
corporations, chartered by the legislatures of different states,
has a capital stock which is a unit, and only one set of
shareholders, who have an interest, by virtue of their ownership of
shares of the stock, in all of its property everywhere, has a
domicil in each state, and the corporation or shareholders can, in
the absence of any statutory provision to the contrary, hold
meetings and transact corporate business in anyone state, so as to
bind the corporation as to its property everywhere.
The Berdell mortgage, executed by the Boston, Hartford &
Erie Railroad Company March 19, 1866, was valid originally, and the
proceedings of the company whereby the mortgage was made were
ratified by the legislatures of the four states above named, which
included the holding in the City of New York of the meeting of the
shareholders which authorized the making of the mortgage.
The invalidity of some of the bonds secured by the mortgage
cannot affect the validity of the mortgage or the validity of
proceedings for its foreclosure.
The mortgage having been duly foreclosed under proceedings in a
suit to which the corporation was a party, and the suit being still
pending, a shareholder in the corporation cannot, by a bill in
equity in another court, attack the foreclosure proceedings for
fraud in conducting them. His remedy is by an application in the
foreclosure suit.
Such shareholder is a party to proceedings in involuntary
bankruptcy against the corporation, and therefore cannot
collaterally impeach the proceedings. His remedy is to apply to the
bankruptcy court or to seek a review in the circuit court.
The bill being filed fourteen years after the making of the
mortgage, ten years after the commencement of the bankruptcy
proceedings, nine years after the entry of the decree of
foreclosure, and seven years after the foreclosure became absolute
and the road was conveyed to a new corporation formed by the
holders of bonds secured by the mortgage, a demurrer to the bill
for laches was sustained.
Bill in equity. The case is stated in the opinion of the
Court.
Page 118 U. S. 163
MR. JUSTICE BLATCHFORD delivered the opinion of the Court.
This is a bill in equity, filed in the Circuit Court of the
United States for the District of Massachusetts, on the 8th of
July, 1880, by William F. Graham, an alien, the owner of 500 shares
of the capital stock of the Boston, Hartford and Erie Railroad
Company on behalf not only of himself, but of every stockholder and
creditor of the company who may join in the suit and contribute to
its expense to set aside as invalid a mortgage given by the
company, dated March 19, 1866, covering its railroad, franchises,
and property, existing and future, to Robert H. Berdell, Dudley S.
Gregory, and John C. Bancroft Davis, as trustees, to secure the
payment of an issue of bonds of the company to the amount of
$20,000,000. The defendants are that company, and its assignees in
bankruptcy; the New York and New England Railroad Company, which is
in possession of and operating the railroad; certain persons now
living, and the personal representatives of others now deceased,
who have at different times, acted as trustees under the mortgage;
the treasurer and receiver general of the Commonwealth of
Massachusetts; George Ellis; Frederick A. Lane, and William C.
Eayrs.
Afterwards, Amelia T. Raymond, a holder of 100 shares, and two
other shareholders, were admitted as co-plaintiffs . Four separate
demurrers to the bill were filed, one of them being by the
assignees in bankruptcy, and another by the New York and New
England Railroad Company. They set forth, as grounds of demurrer,
among other things, want of equity and laches. The case was heard
on the demurrers, and in January, 1883, a decision was rendered, 14
F. 753, dismissing the bill, on which a decree to that effect was
entered, from which Graham and Raymond have appealed.
The mortgage covered all the property of the company in
Massachusetts, Rhode Island, Connecticut, and New York. In
December, 1865, there remained to be built, of the projected
Page 118 U. S. 164
line of the road, 74 miles between Waterbury, Connecticut, and
Fishkill, New York, and 26 miles in Connecticut, between
Willimantic and Mechanicsville. The aggregate amount of liens at
that time, on the property and franchises owned or leased by the
company, and which were prior liens to the $20,000,000 mortgage
(which will be called the Berdell mortgage), was $9,904,650. The
object of making the Berdell mortgage was to retire this prior lien
debt, and complete and equip the road from Boston to Fishkill.
In January, 1870, default was made in paying the six months'
interest which then fell due on the mortgage. Soon thereafter, the
company's property was taken on legal process in several suits.
In July, 1870, George Ellis and two other persons filed a bill
in equity in the Supreme Judicial Court of Massachusetts to
foreclose the mortgage. Receivers were appointed, who took
possession of the road August 2, 1870.
In October, 1870, an involuntary petition in bankruptcy was
filed against the company in the District Court of the United
States for the District of Massachusetts on which an adjudication
was made March 2, 1871. Assignees were appointed who, after the
foreclosure was perfected, released to the trustees under the
mortgage all the rights of the company in the mortgaged
property.
On the 9th of May, 1871, a decree was made in the Ellis suit
providing for the delivery of the mortgaged property by the
receivers to the trustees; for the filing by the latter, in the
office of the Secretaries of State of Massachusetts, Rhode Island,
Connecticut, and New York, of a notice that they had taken
possession of the property for default in the payment of interest
on the bonds, "and with their purpose" to foreclose the mortgage
for such default, and for the vesting of the property absolutely
and in fee in the trustees, if default in the performance of the
condition of the mortgage should continue for eighteen months after
the notice should be filed, in which case all equity of redemption
of the mortgagor should be barred.
In September, 1871, the trustees entered and took possession for
foreclosure, and filed the notices so provided for. The notices
Page 118 U. S. 165
were of the character mentioned in the mortgage, which provided
that, if a default in paying principal or interest should continue
for eighteen months after the filing of the notices, the property
should vest in fee in the trustees, without further process of law,
and all equity of redemption of the mortgagor should be barred.
The foreclosure having been perfected, the trustees, pursuant to
a decree made in June, 1875, in the Ellis suit conveyed the
mortgaged premises and franchises to the New York and New England
Railroad Company, a corporation organized by the former
bondholders, and delivered to it the property.
The first ground alleged in the bill for declaring the mortgage
invalid is that it was authorized and made at a meeting of the
shareholders of the company held in the City of New York; that it
was not a corporation of New York, but was a corporation of
Connecticut, Massachusetts, and Rhode Island, and that therefore
the meeting was illegal, and the mortgage void. The circuit court
held that the corporation was a New York corporation; that the
meeting was lawfully held, and that its proceedings were valid and
binding on the company.
In the mortgage, the company is described as "a corporation
existing under the laws of the States of New York, Connecticut,
Rhode Island, and Massachusetts." The mortgage recites that
"The shareholders of the Boston, Hartford and Erie Railroad
Company, at a meeting duly and lawfully called and held at the City
of New York, on the fourteenth day of March, A.D. 1866, voted to
authorize the directors to make application to the several
legislatures of the states in which the chartered rights of the
road exist, for authority to make a mortgage upon the whole or any
portion of the line of the road, and to create, issue, and dispose
of at the best rates that can be obtained, their convertible bonds,
payable in the City of New York, on the first day of July, A.D.
1900, for one thousand dollars each, not to exceed the amount of
twenty millions of dollars in all."
with authority to the directors to make a portion of the bonds
payable in London,
"interest payable semiannually on the first days of January and
July in each year at the rate of seven percent per annum, interest
and principal to be
Page 118 U. S. 166
payable at such places in the City of New York or in London as
the directors may authorize, and the particular form of bonds,
interest warrants thereon, and mortgage to be left entirely at the
discretion of the board of directors, the said bonds to be issued
for the purpose of providing for and retiring all the existing
mortgage debt and prior liens upon the line of the road of the
party of the first part, and for the purpose of completing and
equipping their road;"
that
"The said board of directors, at a meeting duly convened and
held in the City of New York on the nineteenth day of March, 1866,
voted to authorize the creation and issue of the first mortgage
bonds of said company, in the following form,"
(a form of a bond is here inserted), and that
"The said directors at their said meeting, further voted to
empower bonds of said form . . . hereafter to be issued, and to be
secured under the mortgage, . . . but not in a greater principal
sum than twenty millions of dollars in all, . . . and, further at
the same time, voted to secure the entire issue of said bonds by
the execution of a mortgage in the form of these presents."
It then conveys to the trustees named the railroad of the
company, commencing at the foot of Summer Street, in Boston, and
thence extending through the States of Massachusetts, Connecticut,
Rhode Island, and New York, to the western terminus of its location
on the east bank of the Hudson River at Fishkill, together with all
the privileges, franchises, and property then owned, or thereafter
to be acquired, by the company.
On the 25th of April, 1864, an act had been passed by the
Legislature of New York, c. 385, p. 884, entitled "An act to
consolidate the Boston, Hartford and Erie, the Boston, Hartford and
Erie Extension, and the Boston, Hartford and Erie Ferry Extension
Railroad Companies." It provided as follows:
"The Boston, Hartford and Erie Extension Railroad Company, and
the Boston, Hartford and Erie Ferry Extension Railroad Company may
both or either sell and convey to the Boston, Hartford and Erie
Railroad Company the franchise and property of said several
corporations upon such terms as may be mutually agreed upon, and
whenever certificates, under oath, of said Boston, Hartford and
Erie
Page 118 U. S. 167
Railroad Company, and a like certificate, under oath, of the
other contracting corporation, shall be lodged in the office of the
Secretary of State showing such sale and conveyance, and containing
a full description of the rights and property conveyed, then and in
such case such sale and conveyance shall be effectual in law to
pass title to the franchise and property sold, conveyed, and
described in such certificate, without other or further registry of
the instrument of conveyance. And on the leaving of such
certificate as above provided, the Secretary of State shall file
and record the same, and said Boston, Hartford and Erie Railroad
Company shall become possessed of the rights of charter and
property sold, conveyed, and described in said certificates, and
may have, hold, and use the same in their own name and right as a
portion of their railway line and property, and have all the rights
the corporation making sale and conveyance had at the time of such
conveyance to construct and operate a railway within the terminal
points designated in the charter of the company making the
conveyance, and subject to the laws of this state, passed, or that
may be passed, concerning railroad corporations."
This act professes in its title to be an act to consolidate the
three companies. It authorizes the sale to the Boston, Hartford and
Erie Company of the franchises and property of the other two
corporations (which were New York corporations), and provides that
such sale shall pass the title to such franchises and property, and
that the purchasing company shall thereby "become possessed of the
rights of charter and property sold," and thereafter have, hold,
and use the same in its "own name and right."
As a purchaser of what this act authorized to be sold to it, the
company purchasing became a New York corporation by its then
existing name. The case is directly within the ruling of this Court
in
Clark v. Barnard, 108 U. S. 436,
108 U. S. 448.
There, this same company had, as a Connecticut corporation,
purchased the franchises and railroad of the Hartford, Providence
and Fishkill Railroad Company, a consolidated corporation under the
laws of Connecticut and Rhode Island. Afterwards the Legislature of
Rhode Island ratified the sale, so far as the railroad
Page 118 U. S. 168
was situated in Rhode Island, by an act which proceeded to
declare that the
"Said Boston, Hartford and Erie Railroad Company, by that name,
shall and may have, use, exercise, and enjoy all the rights,
privileges, and powers heretofore granted and belonging to said
Hartford, Providence and Fishkill Railroad Company, and be subject
to all the duties and liabilities imposed upon the same by its
charter and the general laws of this state."
On this state of facts, this Court said:
"The Hartford, Providence and Fishkill Railroad Company was,
without question, so far as it owned and operated a railroad
without the State of Rhode Island, a corporation in and of that
state, and the Boston, Hartford and Erie Railroad Company became
its legal successor in that state, as owner of its property, and
exercising its franchises therein, and became therefore in respect
to its railroad in Rhode Island, a corporation in and of that
state,"
and the case of
Railroad Co. v.
Harris, 12 Wall. 65,
79 U. S. 82, and
other cases in this Court, were cited to the effect that one state
may make a corporation of another state, as there organized and
conducted, a corporation of its own,
quoad any property
within its territorial jurisdiction.
That this statute of New York was acted upon and availed of by
the Boston, Hartford and Erie Company sufficiently appears from the
bill. It is not pretended there was any other charter to the
company from the State of New York when the mortgage was made. The
ratification of the mortgage by the Legislature of New York,
hereafter mentioned; the recording of the mortgage, and of the
resignations and appointments of trustees, in counties in New York,
and the recognition, by a statute of New York passed May 21, 1873,
Laws of New York, 1873, c. 550, p. 861, of the New York and New
England Company as the successor, as a corporation, through the
mortgage, of the mortgagor company, sufficiently show that the New
York interest came through the New York Act of April 25, 1864.
See also In re Boston, Hartford & Erie R. Co., 9
Blatchford 409, 415.
That a meeting in one of several states of the stockholders of a
corporation chartered by all those states is valid in respect
Page 118 U. S. 169
to the property of the corporation in all of them without the
necessity of a repetition of the meeting in any other of those
states is, we think, a sound proposition. Whether it be or be not
true that proceedings of persons professing to act as corporators,
when assembled without the bounds of the sovereignty granting the
charter, are void,
Miller v. Ewer, 27 Me. 509, there is no
principle which requires that the corporations of this consolidated
corporation should meet in more than one of the states in which it
has a domicile in order to the validity of a corporate act.
It appears by the bill that the mortgagor corporation was
chartered by its name by the Legislature of Connecticut at its May
session, 1863; that thereafter acts were passed by the Legislatures
of Massachusetts and Rhode Island making it a corporation of those
states; that in August, 1863, the Southern Midland Railroad
Company, having previously acquired all the franchises and property
of the Boston and New York Central Railroad Company, a corporation
chartered under the laws of Massachusetts, Connecticut, and New
York, conveyed all its franchises and property to the Boston,
Hartford and Erie Company, and that in November, 1863, the latter
company, under authority contained in acts of the legislatures of
all four of the states, acquired the franchises and property of the
Hartford, Providence and Fishkill Railroad Company, a corporation
created under the laws of New York, Rhode Island, and
Connecticut.
The Boston, Hartford and Erie Company, therefore, though made up
of distinct corporations chartered by the legislatures of different
states, had a capital stock which was a unit, and only one set of
shareholders, who had an interest, by virtue of their ownership of
shares of such stock, in all of its property everywhere. In its
organization and action and the practical management of its
property, it was one corporation, having one board of directors,
though, in its relations to any state, it was a separate
corporation, governed by the laws of that state as to its property
therein. It therefore had a domicile in each state, and the
corporators or shareholders could, in the absence of any statutory
provision to the contrary, hold meetings
Page 118 U. S. 170
and transact corporate business in any one state so as to bind
the corporation in respect to its property everywhere.
Bridge
Co. v. Mayer, 31 Ohio St. 317; Pierce on Railroads 20.
In addition to this, the Legislatures of Rhode Island, New York,
Massachusetts, and Connecticut, by acts passed after the mortgage
was made, expressly ratified and confirmed the proceedings of the
company in making it, each act being substantially in these
words:
"The proceedings of the Boston, Hartford and Erie Railroad
Company whereby, by indenture dated March 19, 1866, they conveyed
their railroad and property in mortgage to Robert H. Berdell,
Dudley S. Gregory, and John C. Bancroft Davis, trustees of the
bondholders in said mortgage mentioned, to secure the holders of
said bonds the payment of the same, are hereby ratified and
confirmed."
Private Acts of Rhode Island, January Session, 1866, p. 294;
Laws of New York, 1866, c. 789; Laws of Massachusetts, 1866, c.
142; Private Acts of Connecticut, May Session, 1866, p. 169. These
acts ratified "the proceedings" of the company whereby the mortgage
was made. As the mortgage states on its face that the meeting of
the shareholders at which they voted to authorize the directors to
apply for legislative authority to make the mortgage was "duly and
lawfully called and held at the City of New York," the holding of
the meeting there was ratified as a part of the proceedings.
The irregularity, if any, was one which the legislatures of the
four states could rectify, as they did, because all of them, acting
together for the one purpose, could have authorized in advance the
holding of the meeting at New York.
Grenada Co. v.
Brogden, 112 U. S. 261;
Anderson v. Santa Anna, 116 U. S. 356;
Shaw v. Norfolk Co. R. Co., 5 Gray 162;
Howe v.
Freeman, 14 Gray 566.
It is urged by the appellants that it appears from the mortgage
that the vote at the meeting was merely one to authorize the
directors to apply to the several legislatures for authority to
make a mortgage; that five days after the vote, the mortgage was
executed; that the shareholders never voted to authorize the making
of a mortgage, and that therefore
Page 118 U. S. 171
the mortgage was invalid. The sufficient answer to this
contention is that the terms of the vote, as recited in the
mortgage, are adequate to confer authority on the directors, acting
for the company, to make the mortgage after the legislatures should
have granted authority to make it, and that the subsequent
ratification by the legislatures is equivalent to previous
authority. The terms of the mortgage are specified in detail in the
vote, the mortgage conforms to them, and the vote is to be
construed as covering authority from the shareholders to make the
mortgage if legislative authority should be given. It sufficiently
appears that the four confirmatory acts were passed before the
mortgage was recorded anywhere, and before any bonds secured by it
were issued.
Moreover, the mortgage has been ratified by acts of the
legislatures of the four states confirming the organization of the
New York and New England Railroad Company, as successor, through
the mortgage, of the Boston, Hartford and Erie Company. The acts of
Massachusetts and Connecticut are substantially in these terms:
"The proceedings of the holders of the bonds secured by
mortgage, dated March 19, 1866, from the Boston, Hartford and Erie
Railroad Company to Robert H. Berdell and others, whereby they have
formed a corporation under the name of the New York and New England
Railroad Company, are ratified and confirmed."
Laws of Massachusetts, 1873, c. 289; Special Acts of
Connecticut, May Session, 1873, p. 8. The act of Rhode Island is in
these terms:
"The New York and New England Railroad Company, being a
corporation formed under the provisions of a mortgage made by the
Boston, Hartford and Erie Railroad Company to Robert H. Berdell and
others, trustees, and ratified and confirmed by the General
Assembly at the January session, 1866, is hereby recognized and
declared to be a corporation invested with all the powers,
privileges and franchises, and subject to all the duties,
liabilities, and restrictions of said Boston, Hartford and Erie
Railroad Company, as is provided in said mortgage, and the
proceedings of the holders of the bonds secured by said mortgage,
whereby they have formed said corporation, are hereby ratified and
confirmed."
Private
Page 118 U. S. 172
Acts of Rhode Island, May Session, 1873, p. 13. The act of New
York extends for two years the time for the completion of the
Boston, Hartford and Erie Railroad, and then says:
"The benefit of this extension of time shall vest in the New
York and New England Railroad Company, a corporation formed under
the provisions of the mortgage ratified and confirmed by chapter
789 of the Laws of 1866."
Laws of New York, 1873, c. 550.
It is also contended by the appellants that the mortgage was
void for fraud. The bill contains these allegations:
"And your orator is informed and believes, and therefore avers,
that said meeting was held in the State of New York, beyond the
states in which said corporation was created, so that as few
stockholders as possible, because of the distance from their homes,
might attend said meeting, in order that the stockholders present,
representing or acting in the interest of the Erie Railway, might,
by authorizing a mortgage of its franchises, raise a large sum of
money, a portion of which should afterwards be diverted to the use
of said Erie Railway; which was done, as is hereinafter fully set
forth, to the extent of five millions of dollars. And your orator
claims that by reason of the meeting's being so held for the
purposes aforesaid and in the place aforesaid, said meeting was
illegal, and all its acts and doings were null and void. . . . And
your orator, upon information and belief, further avers that on or
about October in the year 1867, said Eldridge, then being the
president of the Boston, Hartford and Erie Railroad, and also
president of the Erie Railway, and while said Davis and Gregory
were trustees as aforesaid, and said Davis being the legal counsel
and adviser of said Erie Railway, said parties colluded and agreed
together as such trustees, and the president of said Boston,
Hartford and Erie Railroad, and as well as of the Erie Railway, of
which the majority of said trustees were counsel and president, and
sold five millions of said bonds at a discount of twenty percent,
receiving therefor the promises to pay at future dates, the exact
dates of which your orator is ignorant but which will appear upon
the books of said railroad, which were afterwards discounted at
great loss
Page 118 U. S. 173
and cost to said Boston, Hartford and Erie Railroad in order to
convert the same into cash, and the money obtained thereon was not
used in equipping and finishing said road, nor in taking up the
underlying liens on said road, but was used in paying the losses
that said officers of said Boston, Hartford and Erie Railroad had
made in speculations in stocks in the name of said road. And your
orator, upon information and belief, further avers that said Erie
Railway guaranteed the payment of the interest on the $5,000,000 of
Berdell bonds, and sold and disposed of the same in buying certain
property for said Erie Railway at ninety cents on the dollar for
said bonds, and that this whole transaction was made for the
benefit of said Erie Railway, in accordance with a contract made
between the officers of the two roads, the said officers that made
and concluded said transactions and contract being substantially
one and the same persons."
The substance of these allegations is that the persons who acted
in the interest of the Erie Railway Company intended, by means of
the mortgage, to raise money which should be diverted to the use of
that company. But it is not alleged that the price of 80 percent
was not the full value of the $5,000,000 of bonds, and the
guarantee by the Erie Railway Company of the payment of the
interest on those bonds may very well have enhanced their value by
ten percent. The diversion of the proceeds of the 80 percent by the
officers of the Boston, Hartford and Erie Company to pay for losses
by them in speculations in stocks is something which, as regards
that company, and its rights, which alone the appellants are
seeking to enforce, cannot affect the rights of the ultimate
purchasers of the $5,000,000 of bonds represented now by the New
York and New England Company.
Of the $20,000,000 of bonds, the $7,404,650 used in retiring
underlying mortgage bonds, and the $275,350 used in completing or
equipping the road, being in all $7,680,000, were clearly valid. As
to the $2,500,000 of bonds, which were, by the terms of the
mortgage, to be applied to the retirement of underlying liens and
were apparently issued to the State of Massachusetts in exchange
for a loan of its scrip, that state, taking the bonds
Page 118 U. S. 174
with notice of the diversion, might have been liable as a
constructive trustee to the holders of such underlying liens for
the proper application of the bonds, but certainly owned them as
against all the world but such
cestuis que trust, and it
would seem that the proceeds of the bonds were used in completing
and equipping the road. As to the $4,819,000 alleged to have been
stolen by Eldridge, there is nothing to show that they had not come
to be held by
bona fide holders.
Some of the bonds being valid, the mortgage was valid as to
them, though there may have been some invalid bonds. In the Ellis
foreclosure suit, the fact that some of the bonds may have been
invalid was of no importance unless and until the mortgagor offered
to redeem the valid bonds. The holders of the invalid bonds could
not share in the benefits of the foreclosure, and the holders of
the valid bonds would see that that rule was observed in the
foreclosure suit. The agreement of facts on which the Ellis suit
was heard states that all of the 20,000 bonds but one were issued,
and that the same were at that time, "wholly or in great part owned
by
bona fide holders thereof."
It is contended by the appellants that they were not parties to
the Ellis foreclosure suit; that it was a collusive suit, without
any real controversy, that it is still pending, and that the
proceedings and decree in it are not binding on the appellants.
There are provisions in the Berdell mortgage that, in case of
default by the company in the payment of either principal or
interest of the bonds the company shall deliver possession of the
mortgaged premises to the trustees; that on taking possession, the
trustees shall file in the office of the Secretaries of State of
the States of Massachusetts, Rhode Island, Connecticut, and New
York a written notice that they have taken possession of the
mortgaged property, franchises, and estate, for default in the
payment of principal or interest, or both, as the same may be, and
of their purpose to foreclose the mortgage for the default; that if
the default shall continue for eighteen months after such notice
shall be filed, the whole of the mortgaged premises and franchises
shall vest absolutely and in fee in the trustees, and all the right
or equity of redemption
Page 118 U. S. 175
of the company therein shall be forever barred and foreclosed;
that in case of an absolute foreclosure, it shall be the duty of
the trustees to call a meeting of the bondholders by an
advertisement of the time and place and object thereof in
newspapers published in Boston, Providence, Hartford, New York
City, and London, at which meeting the bondholders may organize
themselves into a corporation, with a corporate name to be selected
by them, and a capital stock equal to such outstanding mortgage
debt, which new corporation shall have all the powers, privileges,
and franchises, and be subject to all the duties, liabilities, and
restrictions, of the old company, and shall consist of the holders
of the mortgage bonds at a prescribed rate, and that the trustees
shall convey to the new corporation all the mortgaged property and
franchises. The mortgage also contains provisions for the filling
of vacancies in case of the death, resignation, or removal of any
of the trustees, and for the vesting of all the mortgaged property
in the persons so appointed.
The following facts appear from the bill in this suit, and from
a copy of proceedings in the Ellis suit, made a part of it:
On the 15th of July, 1870, George Ellis and others filed their
bill of complaint in the Supreme Judicial Court of Massachusetts,
sitting in equity, in behalf of themselves and all other holders of
the mortgage bonds, representing that they were the owners of
forty-seven of the bonds, and of the interest warrants thereon
which had matured on the 1st days of January and July of that year,
and were unpaid, and praying for the appointment of a receiver, and
for the foreclosure of the mortgage. On the 2d of August, 1870, an
order was entered in the cause appointing receivers and directing
them to take possession of the road and property. On the 9th of
May, 1871, a decree was entered in the cause, in which, after
reciting that the court, on the 24th of April, 1871, had decided
and decreed that Moses Kimball, Thomas Talbot, and Avery Plumer
were, in law, the present trustees under the mortgage, it was
adjudged and decreed by the court that the receivers deliver into
the possession and control of these trustees, or their successors
in office, all the roads, railways, property, and franchises
Page 118 U. S. 176
which they had in their hands and possession or under their
management and control as such receivers; that the trustees, or
their successors in office, upon taking possession of the property,
should file in the office of the Secretaries of State of the four
states the notice authorized by the mortgage, and that if default
in the performance of the condition of the mortgage should continue
for the space of eighteen months after the filing of such notice,
the mortgaged premises and franchises should vest absolutely and in
fee in the trustees and their successors, and all right or equity
of redemption of the company therein should be forever barred and
foreclosed. By a decree entered July 28, 1871, William T. Hart,
George T. Oliphant, and Charles P. Clark were declared by the court
to be, by valid succession and appointment, trustees in place of
Kimball, Talbot, and Plumer, who had resigned, and their successors
in the trusts. Under these decrees, the trustees entered in
possession of the mortgaged property, and on the 16th of September,
1871, filed in the offices of the Secretaries of State of the four
states the notices of foreclosure, and the default still
continuing, maintained their possession for a period of more than
18 months thereafter. On the 18th of March, 1873, they called a
meeting of the bondholders, as authorized in the mortgage, for the
purpose of organizing themselves into a corporation. At this
meeting, held in Boston on the 17th of April, 1873, a corporation
was formed under the name of the New York and New England Railroad
Company. By the before-mentioned acts of the legislatures of the
several states, the proceedings of the meeting were ratified and
confirmed, and the new corporation has since been in possession of
the road and franchises, under a conveyance from the trustees so
authorized. The bill contains an averment that the Ellis suit has
never proceeded to a final determination and decree, and is still
pending in court.
There is in the bill an alternative prayer that if the court
shall not decree the mortgage to be invalid, it will establish and
confirm the trusts under it and remove the persons now
administering the trusts, and appoint new trustees to take
possession of the mortgaged property, and hold it, under the
direction
Page 118 U. S. 177
of the court, for the benefit of the creditors and stockholders,
and that an account be taken of the earnings of the road.
On the foregoing statement of the case, the circuit court said,
in its decision:
"The case thus presented shows that, prior to the filing of this
bill, under a decree of a court of equity having jurisdiction of
the parties and of the subject matter, the mortgage had been
completely foreclosed. To avoid the effect of the foreclosure, the
bill charges that the Ellis suit was the result of a fraudulent
conspiracy on the part of Ellis, the plaintiff, Lane, the president
of the company, who represented it in its defense, and the
receivers and trustees appointed by the court, entered into for the
purpose of embarrassing the company, and depriving it of its road
and property, and that this fraud was perpetrated by submitting to
the court false statements of facts for its decision, and thus
obtaining a decree against the company. The bill does not allege in
what particulars the statements of fact were false; nor does it
allege that there was not a breach of the condition of the
mortgage; nor that the plaintiffs were not the actual holders of
the bonds and unpaid interest warrants; nor that any part of the
interest which has accrued since 1869 has ever been paid; nor is
there any offer or suggestion for redeeming the mortgage. There is
no allegation that the new corporation, or any considerable number
of the bondholders, had any knowledge of the alleged fraud. The
obvious inquiry arises at this stage of the case why the plaintiff
has not brought to the attention of the state court the fraud
alleged to have been practiced upon it, and there sought to have
the foreclosure decree revoked. . . . In
Nougue v. Clapp,
101 U. S.
551, it was held that a circuit court of the United
States cannot revise or set aside a final decree rendered by a
state court which had complete jurisdiction of the parties and
subject matter upon the ground that the decree was obtained by
fraud where the injured party has had an opportunity to apply to
the state court to reverse the decree. The plaintiff is a party to
the foreclosure suit as a shareholder in the old corporation. The
state court is still open to listen to the complaint of the
corporation
Page 118 U. S. 178
and its shareholders. The decree of foreclosure, though final in
one sense, as determining the respective rights of the parties to
the property in question, is still in its nature interlocutory, and
is open to review by the court, upon petition or motion in the
cause, or by bill of review for good cause shown. Story Eq.Pl. §
421, and note;
Evans v. Bacon, 99 Mass. 213; Mass.P.S. c.
151, § 12. The plaintiff has therefore an ample and complete remedy
for all his alleged grievances in the state court, and there is no
occasion for his application to this Court for relief by bill in
equity. The decree of foreclosure, therefore, now in full force and
unrevoked, is a bar to this suit."
These views, so well expressed, are conclusive of this branch of
the case, and require nothing more to be said.
The mortgage being a valid mortgage even if some of the bonds
issued under it were invalid, and the right of redemption having
passed to the assignees in bankruptcy and been released by them to
the New York and New England Company, and a demurrer having pointed
that out, the bill was amended so as to allege that the bankruptcy
proceedings were void for fraud. It is claimed that those
proceedings were a part of the conspiracy of Ellis and Lane and
others, to which Adams, the petitioning creditor in bankruptcy,
became a party, to wreck the road, and that the petitioning
creditor's debt was insufficient to give the bankruptcy court
jurisdiction.
The circuit court, as to these matters, correctly held these
propositions:
An adjudication of bankruptcy, made by a district court having
jurisdiction of the bankrupt, cannot be impeached collaterally by
any person who was a party to the bankruptcy proceedings. Until
vacated in the manner prescribed by the Bankruptcy Act, it is
binding upon all the parties to it. The district court is always
open for a reexamination of its decrees in an appropriate form. Any
order made in the case may be set aside and vacated on proper
showing made, due regard being had to rights which have become
vested under it and will be disturbed by its revocation. The only
remedy provided for the correction of errors made by the district
court is to be found in the supervisory jurisdiction of the circuit
court, under the statute, which is exclusive, and not
Page 118 U. S. 179
reviewable in this Court. In
Lamp Chimney Co. v. Brass &
Copper Co., 91 U. S. 656, it
was held that a decree adjudging a corporation bankrupt is in the
nature of a decree
in rem as respects the status of the
corporation, and that if the court rendering it has jurisdiction,
it can only be assailed by a direct proceeding in a competent court
unless it appears that the decree is void in form or that due
notice of the petition was never given. No such defect appears in
these proceedings. The district court had jurisdiction to make the
decree, and it has never been vacated. The plaintiff, and all the
shareholders whom he represents, form an integral part of the
corporation, and as such were parties to the bankruptcy
proceedings. He is therefore bound by the decree, and cannot
impeach it collaterally in this suit.
On the subject of laches, the circuit court said:
"This bill was filed fourteen years after the making of the
mortgage, ten years after the commencement of the bankruptcy
proceedings, nine years after the entry of the foreclosure decree
in the Ellis suit, and seven years after the foreclosure became
absolute and the road was conveyed to the new corporation by the
trustees. During all this time, the records of the courts upon
which appear all the proceedings by which the alleged fraud is
claimed to have been consummated have been open to inspection and
examination, and what has been done under them might have been
known to the plaintiff, if he had seen fit to make inquiry. In the
meantime, it is apparent that many persons must have acquired
rights in the stock of the new corporation who were ignorant of the
alleged frauds. Under such circumstances, to set aside this
mortgage, to disregard the decree of foreclosure and the
adjudication in bankruptcy, and to take the road out of the hands
of the bondholders, who have received no interest on their bonds
since 1869, and to place it in the hands of receivers for the
benefit of the shareholders in the old corporation, is a
proposition so wild and preposterous as hardly to merit serious
consideration."
We concur fully in these views.
The grounds for dismissing the bill being adequate, we do not
deem it necessary to say anything as to the frame of the bill,
within the settled rules of equity jurisprudence, in a case
Page 118 U. S. 180
where a stockholder in a corporation seeks to enforce, in
equity, a right of the corporation. Much might be said as to the
defects of this bill, and we only allude to the point lest it might
be inferred we regard the bill as properly framed under those
rules.
Decree affirmed.
MR. JUSTICE GRAY took no part in the decision of this case.