The scrip or certificate holders in the association called the
New England Mississippi Land Company hold their shares under the
company itself, as a part of the common capital stock, and are not
considered as holding derivatively, and solely as individual
sub-purchasers, under the separate original titles of the original
purchasers from the Georgia Mississippi Company, so as to be
affected by any circumstances of defect in these separate original
titles, these titles being in fact now vested in the trustees of
the New England Mississippi Company itself as part of its common
stock, and not in the individual holders.
The equitable lien of the vendor of land for unpaid purchase
money is waived by any act of the parties showing that the lien is
not intended to be retained, as by taking separate securities for
the purchase money.
An express contract that the lien shall be retained to a
specified extent is equivalent to a waiver of the lien to any
greater extent.
Where the deed itself remains an escrow until the first payment
is made, and is then delivered as the deed of the party, and the
vendor consents to rely upon the negotiable notes of the purchaser
endorsed by third persons for the residue of the purchase money,
this is such a separate security as extinguishes the lien.
Page 17 U. S. 256
This cause was by consent heard upon the bill, answer, and
exhibits in the case. The material facts were these:
In the month of January, 1796, sundry persons, and among them
William Wetmore, purchased of the agents of certain persons in
Georgia called the Georgia Mississippi Company, then in Boston, a
tract of land, then in the State of Georgia and now in the
Mississippi Territory, estimated to contain 11,380,000 acres, at
ten cents per acre, which tract the Georgia Mississippi Company had
purchased of the State of Georgia, and had received a grant thereof
in due form of law. The conditions of the purchase were that the
purchase money should be paid as follows,
viz., two cents
thereof on or before the first day of May, 1796. one cent more, on
or before the first day of October, 1796. two and a half cents more
on or before the first day of May, 1797. two and a half cents more
on or before the first day of May, 1798, and the remaining two
Page 17 U. S. 257
cents on or before the first day of May, 1799. The whole of the
purchase money was to be secured by negotiable notes of the several
purchasers, with approved endorsers, to be made payable to Thomas
Cumming, President of the Georgia Mississippi Company or order,
payable at the Bank of the United States at Philadelphia or at the
branch bank at Boston, and to be delivered to the agents upon the
execution of the deed of conveyance by them. It was further agreed
that the deed, when executed, should be placed in the hands of
George R. Minot, Esq., as an escrow, to be delivered over by him to
the grantees upon the first payment of two cents, payable in May,
1796, for which first payment, and for that only, the purchasers
agreed to hold themselves jointly responsible.
Accordingly, a deed of conveyance was executed by the agents,
dated 13 February, 1796, to certain grantees named by the
purchasers, to-wit, William Wetmore, Leonard Jarvis, and Henry
Newman, in trust for the purchasers, and the same was duly placed
in the hands of Mr. Minot as an escrow, and negotiable notes, with
approved endorsers, were duly delivered to the agents by all the
purchasers for their respective shares of the purchase money. And
afterwards, the first payment of two cents having been
satisfactorily made to the agents, the said deed was, with their
consent, delivered over to the grantees as an absolute deed, and a
deed of confirmation thereof was afterwards, in February 1797, duly
executed and delivered to the grantees by the Georgia Mississippi
Company.
After the purchase and before the delivery of the deed,
Page 17 U. S. 258
the purchasers formed themselves into an association by the name
of the New England Mississippi Land Company, and executed sundry
articles of agreement, and among other things, therein agreed that
the deed of the purchase should be made to Jarvis, Newman and
Wetmore, as grantees as above stated; (art. 2d) that they should
execute deeds to the several original purchasers for their
proportions in the lands, but should retain these deeds, until the
purchasers should sign and execute the articles of association, and
should also execute a deed of trust, to certain trustees, as
provided for in the articles, of such their respective shares in
the purchase; (art. 3d) that the several purchasers should execute
a deed of trust to Jarvis, Newman, and William Hull, of their
respective shares in the purchase to hold to them and the survivor
of them in trust, to be disposed of according to the articles;
(art. 4th) that the business of the association should be managed
by a board of directors, who were to have full power and authority
to sell and dispose of the whole or any part of the property of the
company, and to pay over to their respective proprietors their
proportions of the money received from any and every sale, &c.;
(art. 8, 16, 20) that upon receiving a deed from any purchaser,
according to the tenor of the articles, the trustees were to give
to each proprietor a certificate, in a prescribed form, stating his
interest in the trust, and that he should hold it according to the
articles of the association, which certificate was recorded in the
company's books and was to be "complete evidence to such person of
his right in said purchase," and was
Page 17 U. S. 259
to be transferable by endorsement, and upon a record of the
transfer in the company's books, the transferee was to be entitled
to vote as a member of the company. The share of Mr. Wetmore in the
purchase was 900,000 acres. He paid the two cents per acre in cash,
and of the notes given by him for the purchase money, $40,000 were
paid by Mrs. Sarah Waldo, his endorser, and the residue, $45,000,
still remained unpaid. Mr. Wetmore received his certificates from
the trustees for his whole purchase, and having sold or conveyed
500,000 acres, he afterwards conveyed the remaining 400,000 acres
to Robert Williams, to whom certificates for that amount were duly
issued by the trustees, three of which certificates, each for
20,000 acres, duly endorsed by said Williams, came into the
plaintiff's, Mrs. Gilman's, hands, for a valuable consideration,
and the assignment thereof having been duly recorded in the
company's books, she was admitted and had always acted as a member
of the company.
From causes well known to the public, the New England
Mississippi Land Company never obtained possession of the tract of
land so conveyed to them. On 31 March 1814, Congress passed an act
entitled, "An act providing for the indemnification of certain
claimants of public lands in the Mississippi Territory." By this
act and other subsequent acts amending the same, it was provided
that the claimants of the lands might file in
Page 17 U. S. 260
the office of the Secretary of State a release of all their
claims to the United States and an assignment and transfer to the
United States of their claim to any money deposited or paid into
the Treasury of Georgia, such release and assignment to take effect
on the indemnification of the claimants according to the provisions
of the act. Commissioners were to be, and were accordingly,
appointed under the act who were authorized to adjudge and
determine upon the sufficiency of such releases and assignments and
also to
"adjudge and determine upon all controversies arising from such
claims so released as aforesaid, which may be found to conflict
with, and to be adverse to each other."
And the sum of $1,550,000, to be issued in public stock, was
appropriated by the act to indemnify the claimants claiming in the
name of or under the Georgia Mississippi Company. The New England
Mississippi Land Company duly executed the release and assignment
required by the act of Congress, and presented the claims of the
whole company before the commissioners. The commissioners awarded
the company the sum of $1,083,812 in stock, certificates for which
were duly issued, under the act of Congress and received by the
treasurer of the company. A further claim was made for the whole
amount of the original share of Mr. Wetmore, but the board of
commissioners decided that the Georgia Mississippi Company had a
lien in equity on the land sold and conveyed to said Wetmore, for
the purchase money due and unpaid by said Wetmore, and that the
indemnity under the act of Congress should follow that lien and be
awarded to said
Page 17 U. S. 261
Georgia Mississippi Company to the amount thereof. And inasmuch
as the said Sarah Waldo was the holder of certain certificates
issued by said trustees, on account of said Wetmore's original
purchase, the commissioners further awarded, that the sum of
$40,000 of the purchase money (which had been paid or satisfied by
her for said Wetmore, on her endorsement) should be applied first
to make good the scrip or certificates so issued to her, and that
if there was any surplus after making her scrip or certificates
good, such surplus could not be applied to the scrip or
certificates held under Robert Williams, who did not become the
assignee of the said Wetmore until after the said sum was paid.
And the commissioners further decided that the certificates
issued by the trustees on account of any of the original purchasers
who failed to make payment of the purchase money to the Georgia
Mississippi Company were bad, and that the parties claiming under
them must lose their indemnity under the act of Congress. By this
award of the commissioners, the claim of the New England
Mississippi Land Company for the amount of the share of the
plaintiff was completely excluded. But the plaintiff claimed her
share of the stock actually received as a proprietor in the New
England Mississippi Land Company notwithstanding the award of the
commissioners, and to establish this claim the present suit was
brought, and in her bill she averred that she was a
bona
fide purchaser for a valuable consideration without notice of
the nonpayment of the purchase money
Page 17 U. S. 262
by Mr. Wetmore, which averment was not denied by the answer. The
court below decreed that the complainant was entitled to the relief
she claimed, and the cause was brought by appeal to this Court.
Page 17 U. S. 277
MR. CHIEF JUSTICE MARSHALL delivered the opinion of the
Court.
The question to be decided is whether, under all the
circumstances of this case, the New England Mississippi Land
Company or Mary Gilman shall lose the sum awarded by the
commissioners to the Georgia Mississippi Company in satisfaction
for the lien that company was supposed to retain on the lands they
sold, for the nonpayment
Page 17 U. S. 278
of the notes of William Wetmore given for the purchase money on
his interest in the purchase.
In examining this question, the nature of the contract, the
motives of the New England Mississippi Company, and their acts are
all to be considered. The contract was made in January, 1796, for
11,380,000 acres of land lying within the country occupied by the
Indians, whose title was not extinguished. The purchase money,
amounting to $1,380,000, was to be divided into five installments,
the first of which, amounting to $113,800, was to be paid on 1 May,
1796, and the last on 1 May, 1799. It is obvious that this purchase
could not have been made with a view to hold all the lands. The
object of the purchasers must have been to make a profit by
reselling a great part of them. Accordingly we find them making
immediate arrangements to effect this object. In February, 1796,
before the legal title was obtained, the purchasers formed an
association, by which it was, among other things, agreed that the
land should conveyed to three of their partners, Leonard Jarvis,
Henry Newman and William Wetmore, for the use and benefit of the
company. It was also agreed that seven directors should be
appointed, with power to manage their affairs, and after the
company should be completely organized, as prescribed in the
articles of association, to sell their lands for the common benefit
of the proprietors. In addition to this mode of selling the lands
themselves, which might be slow in its operation, it was agreed
that each proprietor might transfer his interest, in whole or in
part, and to facilitate
Page 17 U. S. 279
this transfer, the whole purchase was divided into 2,276 shares,
and it was determined that an assignable certificate should be
granted to each proprietor or to such person as he should appoint
stating the amount of his interest in the company. No certificate
was to issue for less than one share.
It is of great importance to inquire how far the company pledged
itself to the assignee of this certificate and how far it was
incumbent on him to look beyond the certificate itself in order to
ascertain the interest which it gave him in the property of the
company. In pursuing this inquiry, we must look with some
minuteness into the state of the property and the articles of
association, as well as into the language of the paper which was to
evidence the title of the holder. Although the association was
formed before the lands were conveyed, no certificate was to issue
until the legal title in the company should be as complete as it
could be made. It was obviously necessary for the purchasers,
before they proceeded to sell, to examine well their title and to
use every precaution which prudence could suggest for its security.
This appears to have been done. On 13 February, 1796, a deed was
executed by the Georgia Company purporting to convey the lands to
William Wetmore, Leonard Jarvis, and Henry Newman, and afterwards,
in February, 1797, a deed of confirmation was executed and
delivered. By these deeds, the Georgia Company certainly intended
to
Page 17 U. S. 280
pass and the New England Company expected to receive the legal
title.
The articles of association direct these trustees to convey the
purchased lands to the proprietors as tenants in common, who are
immediately to reconvey them to Leonard Jarvis, Henry Newman, and
William Hull in trust to be disposed of according to the articles.
The certificate granted to each proprietor, for the purpose of
enabling him to dispose of his interest, certifies that he is
entitled to the trust and benefit of a certain specified proportion
of the property contained in the trust deed,
"to hold said proportion or share, to him, his heirs, executors,
administrators and assigns according to the terms, conditions,
covenants, and exceptions contained in the said deed of trust, and
in certain articles of agreement entered into by the persons
composing the New England Mississippi Land Company."
This certificate purports on its face to be transferable by
endorsement. If it amounted to no more than a declaration that the
holder had a right to sell a specified part of the common property,
it would be difficult to maintain that the company could afterwards
charge this part exclusively with a preexisting encumbrance. But
the certificate proceeds further and declares that the share or
shares thus transferred shall be held according to the terms,
&c., of the deed of trust and of the articles of agreement. So
far, therefore, as that deed or those articles encumber the
property, it certainly remains encumbered in the hands of the
assignee. To what
Page 17 U. S. 281
extent does either of those instruments affect the case?
The deed from the proprietors to Jarvis, Newman, and Hull
recites the grant of the State of Georgia, the conveyance of the
grantees to Wetmore, Jarvis, and Newman in trust for the New
England Company, the conveyance of those trustees to the members of
the company, to hold as tenants in common, according to their
respective interests, and adds that it is found necessary and
expedient that the premises should be conveyed
"in trust to Leonard Jarvis, Henry Newman, and William Hull,
Esquires, to have and to hold the same, subject to all the trusts,
provisions, restrictions, covenants and agreements, contained in
certain articles of agreement, constituting the New England
Mississippi Land Company;"
therefore, and in consideration of ten dollars, the parties of
the first part, severally
"remise, release and forever quit-claim to the said Jarvis,
Newman, and Hull all the interest, &c., which they have, or
ever had, or of right ought to have, in the premises, subject,
however, to and for the purposes mentioned in the agreement
constituting the New England Mississippi Land Company. The parties
of the first part, each for himself,"
and no further, covenant that the premises are free and clear of
all encumbrances by him made or suffered to be made and warrant the
same against himself and all claiming under him.
A separate conveyance was made by Wetmore, Jarvis, and Newman to
John Peck, who conveyed
Page 17 U. S. 282
to Jarvis, Newman, and Hull. But these conveyances are not
supposed to vary the case. In this deed of trust, each proprietor
covenants for his own title, not for that of his co-partners. This
has been supposed to give notice to the assignee of each
certificate issued by the company that the property conveyed did
not constitute a common stock in the hands of the trustees out of
which each holder was to draw in proportion to his interest, as
expressed in the face of his title paper, but that the interest of
each co-partner was limited to the product of his own share, as
under the original purchase, and that the holder of every
certificate was bound to trace his title through the particular
original purchaser under whom he claims and in whose place he
stands.
We do not think the fact will sustain the argument. This deed
conveys the estate of each partner to the company, and the
covenants it contains ascertain the extent of each partner's
liability for the title it passes. The lands thus conveyed are held
by the company in like manner as if they had been conveyed by
persons who were not members of it. The legal title is in the
company; the power to sell is in the company; and if it was
intended that the right of each individual to dispose of his
interest should depend on the validity of the title he had made and
that the purchaser of such interest took it subject to any
encumbrance with which the estate conveyed might have been
burdened, previous to its conveyance, it would have been
unnecessary to make any
Page 17 U. S. 283
provision respecting the sale of such interest. The right of
sale is connected with the right of property and without any
regulation whatever, each member would have possessed it to the
extent of his property. The object for granting the certificate
seems to have been to enable each shareholder to sell unobstructed
by those entangling embarrassments which may attend a mere
equitable title. The object, in which every member was equally
concerned, could not be effected without giving to each some
evidence of his title, which should make it unnecessary for the
purchaser to look further in order to ascertain his interest in the
general fund, whatever that fund might be.
The history of the title, as well as the words of the
certificate, would confirm this opinion. From its origin, every
step of its progress was marked out and controlled by the company.
The legal title was, by their order, conveyed to three persons,
selected by themselves, and the deed contains no allusion to the
interest of other purchasers. By this order also, the title which
was then made to the several purchasers was immediately reconveyed
to trustees in whom the company confided, to uses and purposes
expressed in certain articles of agreement which the company had
formed. They guarded the title against encumbrances from
individuals, and this watchfulness was for the double purpose of
enabling their agents to sell the lands themselves for the common
benefit and enabling each member to sell to the best advantage his
particular interest in that fund. It was scarcely possible for any
individual to have encumbered the title after it was received by
the first agents
Page 17 U. S. 284
of the company, and against defects in the title conveyed by the
Georgia company the certificate does not profess to engage.
The article of agreement, to which also the certificate refers,
explain fully the views of the company. The great object of the
association is to sell their lands to advantage; this is too
plainly expressed to be mistaken. The words "terms, conditions,
covenants and exceptions," contained in the certificate, refer
chiefly to provisions respecting the sale of lands and to others
which recognize the absolute control over the property which each
member had ceded to the whole body. It is unnecessary to recite the
particular articles which tend to this general result; it is the
spirit which pervades the whole association. Only those articles
which relate to the certificate need be adverted to. The 11th
article divides the whole purchase into 2,276 shares. The 12th
directs that a transferable certificate shall be given to each
proprietor, prescribes its form, directs it to be recorded, and
declares that it shall be complete evidence to such person, of his
right in the purchase. No assignee is admitted as a member to vote
in the affairs of the company until his assignment shall be
recorded. The 13th declares that no certificate shall issue for
less than one share and that the holder of any certificate for a
larger quantity may at any time surrender it to the trustees and
take out others for such quantities as he may choose. The 16th
obliges the directors to pay over to the
Page 17 U. S. 285
respective proprietors their proportions of the moneys received
from any and every sale as soon after the receipt thereof as may
be.
It is not more apparent that the general object of the
association was to promote the sale of their lands than it is that
the particular object of this certificate and of the articles which
relate to it was to enable every proprietor to avail himself of his
individual interest and to bring it into circulation. On no other
principle can we account for subdividing the stock of the company
into such small shares, for issuing the certificate itself, for
making it assignable, for declaring that it shall be complete
evidence of title to that quantity of interest which is expressed
on its face, for enabling every holder, by surrendering his
certificate, to divide it as his convenience might suggest, and for
declaring that each holder shall receive his proportion of the
money arising from the lands which might be sold. All these
provisions tend directly to the same object and are calculated for
the single purpose of affording to each member of the company every
possible facility in selling his share of the stock. In this
operation all were equally interested; every member of the company
was alike concerned in removing every obstruction to the free
circulation of his own certificate, which could only be done by
making it complete evidence of title -- an advantage which, to be
acquired by him, must be extended to all. In the particular benefit
accruing to each member of the company from this arrangement, a
full consideration was received for his joining in it. It is a
mutual assurance in which all the
Page 17 U. S. 286
members pledge themselves for each that he is really entitled to
sell what he offers for sale.
The articles of agreement, then, strengthen, instead of
weakening, the language of the certificate. They prove that the
company must have intended to give it all the credit they could
bestow on it, and to give to the assignee all the assurance they
could give him that he would stand on the same ground with other
members and was liable to no casualty to which they were not all
exposed.
It was scarcely possible for any member, unless it be one of the
original agents, to have eluded the precautions of the company and
have parted with or encumbered any portion of his estate. But
suppose the fact to have happened and a certificate to have issued
from any accident whatever to him for a larger interest than that
to which he was really entitled, would an assignee, without notice,
have been affected by this error on the part of the company? We
think it clear that he would not. The company has itself undertaken
to judge of his title, and for its own purposes, for the advantage
of all its members, to certify what that title is. The object and
effect of that certificate is to stop inquiry. The company has
pledged its faith that the title under this certificate shall not
be questioned. This is not all; the articles require that an
assignee shall have his assignment recorded; here is a second
confirmation of title.
We find a number of persons associated together for the purpose
of purchasing an immense body of land which they expect to resell
upon a profit.
Page 17 U. S. 287
They watch the progress of the title, direct its course, leave
no power to individuals over their individual shares, but keep the
whole under the control of the company until they are perfectly
satisfied with the state in which they have placed it. The legal
title is, by their order, vested in three trustees, who are to be
controlled by seven directors. Then, in order to enable each
proprietor to dispose of any portion of his interest which he may
incline to sell, assignable certificates are issued declaring that
the holder is entitled to a specified share of the land. This
certificate refers to certain laws of the company, and these laws
declare that such certificate shall be complete evidence of title,
that the assignee shall become a member of the company, authorized
to vote on having his assignment recorded in books kept for that
purpose. These certificates are offered to the public; confiding to
the promise they contain, an individual becomes a purchaser, has
his assignment recorded, and is received, without objection, as a
member. If any latent defect exists in the title of one of the
original purchasers which was unknown to the company when the
certificate issued, we think the company cannot set up this latent
defect against an assignee. The company possessed the means of
obtaining full information of all circumstances which could affect
to title, so far as information was attainable. They undertook to
judge of it and to assert unconditionally that the holder of the
certificate was entitled to the quantity of interest it specified.
However true it may be that the individual in whose default this
defect originated
Page 17 U. S. 288
might be held accountable for it, we cannot agree that the
assignee stands in his place. The company which would set it up
against him has inquired into the title; has, for its own purposes,
assured him that it is perfect, and, upon the faith of this
assurance, he has purchased. Had he taken an equitable interest in
trust, relying upon the faith of the vendor, his equity, it is
conceded, would not be better than that of the vendor; but he had
relied upon the company. He has mounted up to the source of the
equitable title, and is there assured of its goodness. The company
can never be permitted to say that, being themselves mistaken, it
has imposed innocently upon him, and that therefore it will throw
the loss from itself on him.
If, then, Mr. Wetmore had really, by any act of his, diminished
the estate he carried into the common stock, and if the deduction
of his share from the sum awarded to the company had been proper,
he would have been personally answerable to the company for such
diminution; but we do not think this liability passes with the
certificate to his assignee without notice. We do not think the
company could be permitted to assert against the assignee, the
right they might assert against Mr. Wetmore.
But this is not a defect in the title itself, created,
voluntarily created, by Mr. Wetmore. It is a still weaker case on
the part of the company. A sum of money equal to the claim of the
plaintiff has been awarded to the Georgia, instead of the New
England, company by the commissioners under the idea that so much
of the original purchase money
Page 17 U. S. 289
remained unpaid, and that a lien on the lands they sold was
still retained by the Georgia company. As this failure was on the
part of Mr. Wetmore, the New England company claims the right of
subjecting to this loss the shares of Mrs. Gilman which were
derived from certificates issued on the stock of Mr. Wetmore. On
the part of Mrs. Gilman it is contended 1. that this lien did not
exist, and if it did, 2. that it affects her only as a member of
the company.
The commissioners determined in favor of the lien because they
considered the New England company as holding only an equitable
estate. The deeds from the Georgia to the New England company
certainly purport to pass, and were intended to pass, the legal
title. The only objection we have heard to their having the
operation intended by the parties is that they were not recorded,
and that the Legislature of Georgia passed an act which forbade
their being recorded. But by the laws of Georgia, a deed, though
not recorded within the time prescribed by law, remains valid
between the parties, and were it even otherwise, it might well be
doubted whether this deed would not retain all the validity it
possessed when executed, since its being recorded is rendered
impossible by act of law. Could it even be admitted that the deeds
passed only an equitable estate, it might well be doubted whether
the Georgia company, as plaintiffs in equity, could, under all the
circumstances of this case stand on better ground than if their
deed had operated as they intended it should operate.
Page 17 U. S. 290
But the Court considers the title at law as passing by the deeds
to the New England company, and remaining with them, although those
deeds were not recorded. If this opinion be correct, even admitting
the law of England respecting the lien of vendors for the purchase
money after the execution of a deed to be the law of Georgia, a
point which we do not mean to decide, we think it perfectly clear
that no lien was retained, and none intended to be retained, in
this case. It must have been well known to the Georgia company that
the purchase was made for the purpose of reselling the lands, and
of consequence that it was of great importance to the purchasers to
have a clear unencumbered title, and the event that the property
might pass into other hands before the whole purchase money was
paid was not improbable. In the original agreement, an express
stipulation is made that the property shall remain liable for the
first payment, but that separate securities shall be taken for the
residue of the purchase money. The deed itself remains an escrow
until the first payment shall be made, and is then to be delivered
as the deed of the parties, after which the vendors consent to rely
on the several notes of the respective purchasers. This is
equivalent to a mortgage of the premises to secure the first
payment, and a consent to rely on the separate notes of the
purchasers for the residue of the purchase money. The express
contract that the lien shall be retained to a
Page 17 U. S. 291
specified extent is equivalent to a waiver of that lien to any
greater extent. The notes, too, for which the vendors stipulated
are to be endorsed by persons approved by themselves. This is a
collateral security on which they relied and which discharges any
implied lien on the land itself for the purchase money. We think
this, on principles of English law, a clear case of exemption from
lien.
Could this be doubted, it would not alter the obligation of the
New England company to Mrs. Gilman. If they were in the situation
of purchasers with notice, it must be with a very ill grace that
they set up against her particular interest after having induced
her to purchase by the assurance that she came into company on
equal terms. If they were purchasers without notice, the lien is
gone.
We are unanimously of opinion that the sum deducted from the
claim of the New England company by the commissioners is chargeable
on the fund generally, not on the share of Mrs. Gilman
particularly.
Some doubt was entertained on the question whether Mrs. Gilman
should recover from the parties to this suit her proportion of the
money received by them or her proportion, after deducting
therefrom, the sum she would be entitled to receive from those
members who obtained an order from the commissioners by which they
received directly, and not through the agents of the company, the
sums to which they were entitled. The majority of the Court directs
me to say that in this respect also, the
Page 17 U. S. 292
decree is right, and that the company or its agents have the
right to proceed against those members for what they have received
beyond their just proportion of the whole sum awarded to the
company.
Decree affirmed, with costs.
