1. Under the laws of Iowa, a railroad company, having power to
issue its own bonds in order to make its road, may guaranty the
bonds of cities and counties which have been lawfully issued, and
are used as the means of accomplishing the same end.
2. A sale under foreclosure of mortgage of an insolvent railroad
company, expedited and made advantageous by an arrangement between
the mortgagees and the stockholders, under which arrangement the
mortgagees, according to their order, got more or less of their
debt (100 to 30 percent), and the
stockholders of the
company the residue of the proceeds -- a fraction (16 percent) of
the par of their stock --
held fraudulent as against
general creditors not secured by the mortgage, and this although
the road was mortgaged far above its value, and on a sale in open
market did not bring near enough to pay even the mortgage debts,
so
Page 74 U. S. 393
that in fact, if there had been an ordinary foreclosure, and one
independent of all arrangement between the mortgagees and the
stockholders, the whole proceeds of sale would have belonged to the
mortgagees.
3. A sale by a railroad corporation not authorized in its
corporate capacity to make it may be yet validly carried into
effect by the consent of all parties interested in the subject
matter of it.
4. Stockholders in a corporation need not be individually made
parties in a creditor's suit where their interest is fully
represented both by the railroad company and by a committee chosen
and appointed by them.
5. Contracts are not necessarily negotiable because by their
terms they entire to the benefit of the hearer. Hence a receipt by
which a person acknowledges that he has received from another named
so many shares of stock in a specified corporation, entitling the
bearer to so many dollars in certain bonds to be issued, is not
free, in the hands of a transferee, from equities which would have
affected it in the hands of the original recipient.
6. The fact that a creditor has a remedy at law against a
principal debtor does not prevent him, after the issue in vain of
execution against such principal, from proceeding in equity against
a guarantor.
The Mississippi & Missouri Railroad Company -- a company in
Iowa, and by the laws of that state, having power to issue its
bonds to carry into effect the purposes for which it was created --
was encumbered by five several mortgages, given to secure bonds
which it had executed, amounting, with arrears of interest, to
$7,000,000; a sum greatly beyond what the road was worth. The
interest was largely in arrears, and the company was insolvent. The
Chicago & Rock Island Railroad Company -- another company --
made overtures for the purchase of the former road, offering to
give for it $5,500,000, a sum more than it was worth, though, as
just said, much less than what it owed. But the offer was
contingent upon getting a title at once. The directors of the
insolvent road had power, under its charter, to sell it on payment
of its debts, and with the assent of two-thirds of its
stockholders; but the only mode to make a satisfactory title which
now seemed possible, was by a foreclosure under one of the
mortgages; a matter which it was supposed, apparently, that it
might be in the power of the stockholders,
Page 74 U. S. 394
by the interposition of difficulties, to delay. Under these
circumstances, a meeting of the
holders of the stock and
of the various classes of mortgage bonds of the company was called,
to determine what should be done with the road. And it was
resolved, at this meeting, to sell the road for the $5,500,000
offered,
provided that the purchase money be distributed
among the bondholders and stockholders of the company, according to
a plan or "scale" specified, by which the different classes of
bondholders were to be paid certain specified amounts, varying from
100 to 30 percent of the amount of their bonds, and the
stockholders were to receive 16 percent of the par value of
their stock, amounting to $552.400. A committee was appointed
to arrange the details of the sale, and the mode of payment with
the purchasing company; and the committee was instructed
"to make an arrangement with some trust company to receive the
bonds and stock of the parties assenting and issue certificates
therefor,
setting forth what the holder thereof is entitled to
receive."
In pursuance of these resolutions, a written contract was made
between the Mississippi & Missouri Railroad Company and the
purchasing company, which in its caption was stated to be made "in
pursuance of resolutions passed by the meeting of the
bondholders and
stockholders" of the former
company, by which it was agreed,
1. That the Mississippi & Missouri Company "will take the
proper steps, with all possible dispatch,
to cause the
mortgages upon its line of road," &c.,
"to be foreclosed, and its entire property, real and personal,
sold, so that the purchaser shall be able to transfer a perfect and
unencumbered title to such incorporated company as the Chicago
& Rock Island Railroad Company may designate to become the
purchaser and owner thereof."
2. That the Chicago & Rock Island Company shall cause a
company to be incorporated under the general law of Iowa, which
shall purchase the said property for $5,500,000, and the
Mississippi & Missouri Company agree that the purchaser, at the
foreclosure sale, shall sell to such company so to be incorporated,
"for the sum and upon the terms herein stated and set forth."
Page 74 U. S. 395
The committee appointed at the meeting, to carry into effect the
sale of the road, made arrangements as instructed by the resolution
appointing them with the Union Trust Company of New York, to act as
their agent to receive from the holders of bonds and stock,
assenting to the plan agreed on, their bonds and stock
certificates, and to give receipts to them therefor. A written
agreement was subscribed by the committee, and by each party so
depositing bonds or stock, entitled,
"Agreement made between A. B., and other subscribing holders of
the stock and bonds of the Mississippi & Missouri Railroad
Company of the first part, and G. W. S., J. E. &c. (the
committee), of the second part."
By this instrument (after reciting the action of the meeting,
and the agreement of sale between the two railroad companies, "in
furtherance of" the resolutions of the meeting, and that the
committee to effectuate this clearance and sale were about to
foreclose the various mortgages, in order subsequently to convey a
clear title to the purchaser or purchasers thereof), the
subscribing bond and stock holders ratified and confirmed the
authority given to the committee by the meeting, and consented to
the foreclosure of mortgages, and sale of the Mississippi &
Missouri Road thereunder, and to surrender their bonds and stock
certificates, on signing the agreement, to the Union Trust Company
as agent of the committee, to be used in carrying out the sale and
foreclosure.
The committee agreed to use all diligence in foreclosing; to
convey the road, after foreclosure, "as more fully set forth in the
agreement between the two companies for $5,500,000, and to
distribute the same among the holders of stock and bonds according
to the following scale,
viz." (specifying the amounts to
be paid on the different classes of bonds, and the 16 percent to
the stockholders, as agreed on at the meeting), the amounts to be
paid in the form in which the proceeds of sale were received, and
to be either money or bonds secured as provided in agreement of
sale between the railroad companies.
The trust company issued certificates to the depositors of
stock, acknowledging the receipt of their old certificates
Page 74 U. S. 396
of stock, and declaring them to be held subject to the agreement
made by the depositors and other holders of the stock and bonds of
the company, with the committee, and that the receipt now issued
entitled "the
bearer" to so many dollars in the new bonds
to be issued, and interest thereon at the rate of 7 percent per
annum, from December 1, 1865, less the excess, if any, of the cost
of foreclosure, sale, and other expenses of the committee &c.;
over and above $32,164, unappropriated balance of $5,500,000,
derived from the sale of said road, and any and all the rights of
the said depositor, under and by virtue of the agreement
aforesaid.
On the back of the receipt was printed the scheme of
distribution, specifying the proportion to be paid on each class of
bonds and on the stock.
The holders of the stock and bonds (with unimportant exceptions)
became parties to this agreement by depositing their stock and
bonds with the trust company, signing the agreement, and taking
their receipts as above.
The foreclosure was effected thus: Some holders of bonds,
secured by the last mortgage, being dissatisfied with the above
plan, caused a suit to foreclose that mortgage to be commenced in
the Circuit Court for Iowa, in the name of the trustees of the
mortgage, early in 1866. The Chicago & Rock Island Railroad
Company subsequently purchased the bonds of these parties, and
obtained the control of the suit, which was then turned over to the
committee. Under their direction, cross-bills to foreclose the
other mortgages were filed, and a final decree of foreclosure of
all the mortgages and for a sale of the road was had. A sale under
this decree took place soon after, and the road was bid off by a
new corporation, which had been organized under the Iowa law, for
$2,200,000, which sale was afterwards confirmed, and a deed made in
pursuance of it. The new company after the sale was consolidated
with the Chicago & Rock Island Company, the consolidated
company assuming the name of "The Chicago, Rock Island and
Pacific Railroad Company." The $5,500,000 of bonds, agreed
to be given for the property of the Mississippi & Missouri
Company, were distributed as
Page 74 U. S. 397
agreed on, except that portion thereof which was to have been
divided among the stockholders. In regard to
that, new
claimants now appeared. These were, Howard, Weber, and numerous
other persons, who had obtained judgments against the Mississippi
& Missouri Railroad Company, on certain bonds of the Cities of
Davenport, Muscatine &c., guaranteed by the railroad company,
but making no part of the bonds already mentioned, as executed by
the Mississippi & Missouri Company, nor secured in any way by
the mortgages foreclosed, nor provided for in the transactions
above set forth. These creditors, on whose judgments executions had
been issued and returned
nulla bona, now filed a bill in
the court below, to obtain satisfaction of their claims out of the
fund of 16 percent allotted to the stockholders; making the
committee who negotiated matters, all three railroads, and the City
of Davenport (against which also they had obtained judgment)
defendants. Answers were filed by the members of the committee, and
by the Chicago, Rock Island & Pacific Railroad Company. The
decree made in the case declared the complainants entitled to the
fund, as creditors of the Mississippi & Missouri Railroad
Company, directed its payment by the Chicago, Rock Island &
Pacific Railroad Company to a receiver, its conversion by him into
money, and distribution
pro rata among the different
creditors; providing also for subrogating the defendants to the
rights and remedies of the plaintiffs, against the municipalities
issuing the bonds, so far as they were paid out of the fund in
controversy. From this decree the committee, and the Chicago, Rock
Island & Pacific Railroad Company appealed; and this appeal
constituted the present case: the principal question being, whether
the court below, in allowing the creditors unprotected by mortgage
to take away the 16 percent which had been allowed to the
stockholders, had decreed rightly. The Mississippi & Missouri
Railroad Company did not appeal.
Page 74 U. S. 407
MR. JUSTICE CLIFFORD delivered the opinion of the Court.
Subscriptions were made to the Mississippi & Missouri
Railroad Company by certain municipal corporations through which
the railroad was located, and the proper authorities of those
municipalities issued their bonds in payment of such subscriptions
to the stock of the railroad company.
Coupons were attached to the bonds providing for the payment of
interest semiannually, and the railroad company, as the immediate
transferees of the bonds, guaranteed that the principal and
interest of the bonds should be paid as stipulated by an instrument
in writing on the back of each bond, duly executed by the proper
officers of the railroad company.
Obvious purpose of that guaranty was to augment the credit of
the bonds in the market, and to facilitate their sale to
capitalists to raise money to construct their railroad and put it
in operation. Complainants became the lawful holders for value of a
large number of these bonds, and the guarantors as well as the
obligors neglecting and refusing to pay the coupons as the same
fell due, they brought separate suits against those parties, and
recovered judgments against them respectively, as alleged in the
bill of complaint.
Executions were issued as well on the judgment against the
obligors of the bonds, as on the judgment against the guarantors of
the same, and the return of the officer in each case was that he
found no property. Prior to the date of those judgments, the
railroad company had executed several mortgages of their railroad
to secure the payment of their bonds, issued at different times, to
the amount of seven millions of dollars, and the company had become
insolvent. They had also become liable as guarantors of the
municipal bonds already described, and others of like kind received
and used for the same purpose, to the amount of three hundred
thousand dollars, the payment of which was repudiated by the
respective municipal corporations, by whose officers the bonds were
issued.
Unable to pay the debts of the company, the stockholders
Page 74 U. S. 408
of the same determined to sell their railroad. Arrangements were
accordingly made between the stockholders and the holders of the
mortgage bonds to get up the stock of the company through certain
agents or trustees, and to execute and deliver to the several
holders of those bonds and to the owners of the stock of the
company, certificates of the amounts that they respectively would
be entitled to receive under a distribution of the consideration of
the proposed sale. Amount of the consideration, as assumed in the
arrangement, was five millions five hundred thousand dollars, and
the terms of the arrangement were that the consideration should be
distributed among the parties interested therein, according to a
prescribed scale as set forth in the bill of complaint.
By that scale of distribution sixteen percent of the amount,
to-wit, five hundred and fifty-two thousand four hundred dollars
were to be paid to the owners of the capital stock, but none of the
stipulations in the arrangement made any provision for the payment
of the bonds or coupons belonging to the complainants. Authorized
to carry the arrangement into effect, the proper agents of the
company offered to sell the entire property of the railroad to the
Chicago & Rock Island Railroad, and the latter company, on the
first day of November, 1865, accepted the proposition, and the
parties entered into written stipulations upon the subject.
Those proposing to sell agreed that they would, with all
possible dispatch, cause the mortgages on the railroad to be
foreclosed, and that the entire property of the company, real and
personal, should be sold and conveyed to trustees, and that the
same should be transferred to such incorporated company in that
state as the other contracting party should designate as the
purchaser of the property, if such designation was made within the
time therein prescribed.
By the terms of the agreement the Chicago & Rock Island
Railroad Company agreed to cause to be incorporated in that state a
company which should make the purchase, as proposed, for the sum of
five million five hundred thousand dollars, and complete the
railroad to the place therein mentioned,
Page 74 U. S. 409
and the other party stipulated that the purchaser at the
foreclosure sale should convey the railroad to the new company for
that consideration. Pursuant to that agreement the mortgages were
foreclosed, and the new company, to-wit, the Chicago, Rock Island,
and Pacific Railroad Company, was created under the general laws of
the state, and the entire property of the railroad was sold at the
foreclosure sale, and the purchasers conveyed the same to the new
company as stipulated in the agreement. All the stockholders in the
old company became thereby entitled, as against all those who
joined with them in negotiating the sale, to a
pro rata
share in the sixteen percent of the consideration reserved to their
use under the scale of distribution prescribed in that
arrangement.
Statement of the bill of complaint is that the new company is
ready to pay that amount to the stockholders of the old company,
and the complainants contend that the facts herein recited show
that they are entitled to have their whole debt paid before any
portion of the fund derived from that sale shall go to the
stockholders of the old company, which is insolvent, and will
become extinct when that arrangement is fully carried into
effect.
Views of the complainants were sustained in the court below,
where it was ordered, adjudged, and decreed that the complainants
and the other parties who were duly admitted as such and joined in
the prosecution of the suit were entitled, as creditors of the
railroad company, to so much of the purchase money as was agreed
between the parties, and intended to be reserved and distributed
among the stockholders of the company, and from that decree, as
more fully set forth in the record, the respondents appealed.
I. Equity regards the property of a corporation as held in trust
for the payment of the debts of the corporation, and recognizes the
right of creditors to pursue it into whosesoever possession it may
be transferred, unless it has passed into the hands of a
bona
fide purchaser, and the rule is well settled that stockholders
are not entitled to any share of the
Page 74 U. S. 410
capital stock nor to any dividend of the profits until all the
debts of the corporation are paid.
Assets derived from the sale of the capital stock of the
corporation or of its property become, as respects creditors, the
substitutes for the things sold, and as such they are subject to
the same liabilities and restrictions as the things sold were
before the sale and while they remained in the possession of the
corporation. Even the sale of the entire capital stock of the
company and the division of the proceeds of the sale among the
stockholders will not defeat the trust nor impair the remedy of the
creditors if any debts remain unpaid, as the creditors in that
event may pursue the consideration of the sale in the hands of the
respective stockholders and compel each one, to the extent of the
fund, to contribute
pro rata towards the payment of their
debts out of the moneys so received and in their hands.
Valid contracts made by a corporation survive even its
dissolution by voluntary surrender or sale of its corporate
franchises, and the creditors of the corporation, notwithstanding
such surrender or sale, may still enforce their claims against the
property of the corporation as if no such surrender or sale had
taken place. Moneys derived from the sale and transfer of the
franchises and capital stock of an incorporated company are assets
of the corporation, and as such constitute a fund for the payment
of its debts, and if held by the corporation itself, and so
invested as to be subject to legal process, the fund may be levied
on by such process; but if the fund has been distributed among the
stockholders, or passed into the hands of other than
bona
fide creditors or purchasers, leaving any debts of the
corporation unpaid, the established rule in equity is, that such
holders take the fund charged with the trust in favor of creditors,
which a court of equity will enforce, and compel the application of
the same to the satisfaction of their debts. [
Footnote 1]
Page 74 U. S. 411
Regarded as the trustee of the corporate fund, the corporation
is bound to administer the same in good faith for the benefit of
creditors and stockholders, and all others interested in its
pecuniary affairs, and anyone receiving any portion of the fund by
voluntary transfer, or without consideration, may be compelled to
account to those for whose use the fund is held. Creditors are
preferred to stockholders on account of the peculiar trust in their
favor and because the latter, as constituent members of the
corporate body, are regarded as sustaining, in that aspect, the
same relation to the former as that sustained by the
corporation.
None of these principles is directly controverted by the
appellants; but they deny that the sixteen percent agreed to be
paid to the stockholders belonged to the corporation.
Claim of the complainants to the fund in controversy rests
mainly upon two propositions, which present mixed questions of law
and fact:
1. That they are creditors of the railroad company, as evidenced
by the judgments set forth in the record.
2. That the fund in question was assets of the railroad
company.
Authority of the municipal corporations to issue the bonds
purchased by the complainants is not denied, but the appellants
contend that the railroad company had no power to guarantee their
payment, and they also deny that the railroad company had any title
or interest in the fund in controversy. On the contrary, they
insist that it was a concession made by the holders of the mortgage
bonds to the stockholders as a "gratuitous favor" to save them from
a total loss and to induce them not to interpose any obstacles in
the way of a speedy foreclosure of the several mortgages.
Express allegation of the bill of complaint is that the bonds
issued by the municipal corporations were received by the railroad
company in payment for subscriptions to the stock of the company,
and that the corporation, as the holders of the same, guaranteed
their payment and sold
Page 74 U. S. 412
them in the market, and the stipulation of the parties is that
all the allegations of the bill of complaint not denied in the
answer are to be considered as admitted. Apart, therefore, from the
effect of the judgments, those allegations must be taken to be
true, as they were not denied in the answer.
Power to make contracts and acquire and transfer property is
conferred upon such corporations by the laws of the state to the
same extent as that enjoyed by individuals, and the record shows to
the entire satisfaction of the Court that the instrument of
guaranty was executed and the bonds sold in the market as the means
of raising money to construct the railroad and put it in
operation.
Counties and cities may issue bonds under the laws of that state
in aid of such improvements, and railway companies are expressly
authorized to receive such securities in payment of subscriptions
to their capital stock and to sell the bonds in the market for such
discount as they think proper.
Abundant proof exists in this record that railway companies may
issue their own bonds to raise money to carry into effect the
purposes for which they were created, and it is difficult to see
why they may not guarantee the payment of such bonds as they have
lawfully received from cities and counties and put them upon the
market instead of their own as the means of accomplishing the same
end. Undoubtedly they may receive such bonds under the laws of the
state, and if they may receive them, they may transfer them to
others, and if they may transfer them to purchasers, they may, if
they deem it expedient, guarantee their payment as the means of
augmenting their credit in the market and saving the corporation
from the necessity of issuing their own bonds to accomplish the
same purpose.
Considered, therefore, as an open question, the Court is of the
opinion that the objection is without merit. Private corporations
may borrow money or become parties to negotiable paper in the
transaction of their legitimate business unless expressly
prohibited, and until the contrary is shown,
Page 74 U. S. 413
the legal presumption is that their acts in that behalf were
done in the regular course of their authorized business. [
Footnote 2]
Railroad companies are responsible in their corporate capacity
for acts done by their agents, either
ex contractu or
ex delicto, in the course of their business and within the
scope of the agent's authority. [
Footnote 3]
Corporations as much as individuals are bound to good faith and
fair dealing, and the rule is well settled that they cannot, by
their acts, representations, or silence, involve others in onerous
engagements and then turn round and disavow their acts and defeat
the just expectations which their own conduct has superinduced.
[
Footnote 4]
Tested by any view of the evidence, it is quite clear that the
corporation possessed the power to execute the instruments of
guaranty appearing on the back of the bonds, and the necessary
consequence of that conclusion is that on the default of payment,
they became liable to the holders of the same to the same extent as
the obligors.
Present suit is not one against stockholders to compel them to
pay a corporate debt out of their own estate, but it is a suit
against the corporation and certain other parties holding or
claiming assets which belong to the principal respondent, to
prevent that fund from being distributed among the stockholders of
the corporation before the debts due to the complainants are paid.
Viewed in that light, it is obvious that the stockholders are
precluded by the judgment from denying the validity of the
instruments of guaranty, and that the judgments are conclusive as
to the indebtedness of the corporation.
II. Second defense is that the fund in question did not belong
to the corporation, as contended by the appellees.
Page 74 U. S. 414
Extended discussion of that proposition is not necessary, as the
evidence in the record affords the means of demonstration that it
is not correct. Mortgage bondholders had a lien upon the property
of the corporation embraced in their mortgages, and the corporation
having neglected and refused to pay the bonds, they had a right to
institute proceedings to foreclose the mortgages, but the equity of
redemption remained in the corporation. Subject to their lien, the
property of the railroad was in the mortgagors, and whatever
interest remained after the lien of the mortgages was discharged
belonged to the corporation, and as the property of the corporation
when the bonds were discharged, it became a fund in trust for the
benefit of their creditors. Holders of bonds secured by mortgage as
in this case may exact the whole amount of the bonds, principal and
interest, or they may, if they see fit, accept a percentage as a
compromise in full discharge of their respective claims, but
whenever their lien is legally discharged, the property embraced in
the mortgage, or whatever remains of it, belongs to the
corporation.
Conceded fact is that the property and franchises of the
railroad were sold for the consideration specified in the record,
and that the mortgage bondholders discharged their lien for
eighty-four percent of that amount, and that the residue of the
purchase money remained in the hands of the purchaser discharged of
the lien created by the mortgages, and the complainants contend
that it was clear of all liens, except that of the creditors. Such
a corporation cannot be said to own anything separate from the
stockholders, unless it be the tangible property of the company and
the franchises conferred by the charter, and it is conceded by both
parties that the fund in question was derived from a voluntary sale
and transfer of those identical interests. They were heavily
encumbered by mortgages, and our attention is called to the fact
that the provisional arrangement was negotiated by the stockholders
and bondholders; but the decisive answer to that suggestion is that
the two railroad companies were parties to the subsequent contract
of sale, and that they both agreed to all the terms of sale and
purchase, and to the mode
Page 74 U. S. 415
of transferring and of perfecting the title. Prompt payment was
secured by the bondholders, and it is highly probable that they
received under that arrangement a larger portion of their claims
than they could have obtained in any other way.
Another suggestion of the appellants is that the contract of
sale was unauthorized, but the suggestion is entitled to no weight,
as the contract was ultimately carried into effect by the consent
or subsequent ratification of all parties interested in the subject
matter of the sale.
Next objection is that there is such a want of parties that a
court of equity cannot grant the relief as prayed. Principal
suggestion in support of this proposition is that the stockholders
should have been made parties, but the Court is of a different
opinion, because their interest is fully represented by the parties
before the court. Respondents in the suit are the two railroad
companies and the committee or trustees chosen and appointed by the
stockholders and bondholders through whom the provisional
arrangement was perfected and the contract of sale was carried into
effect. Neither the stockholders nor bondholders were necessary
parties under the circumstances of this case. [
Footnote 5]
Remaining objection is that the certificates issued to the
stockholders in lieu of their stock were negotiable, and that they
may be in the hands of innocent holders, but the objection is
entitled to no weight, because it is based upon an erroneous
theory.
Written contracts are not necessarily negotiable simply because
by their terms they enure to the benefit of the bearer. Doubtless
the certificates were assignable, and they would have been so if
the word bearer had been omitted, but they were not negotiable
instruments in the sense supposed by the appellants. Holders might
transfer them, but the assignees
Page 74 U. S. 416
took them subject to every equity in the hands of the original
owner. [
Footnote 6]
Particular mention is not made of the defense that the
complainants have an adequate remedy at law, as it is utterly
destitute of merit.
Decree affirmed.
[
Footnote 1]
Story's Equity Jurisprudence (9th ed) § 1252;
Mumma
v. Potomac Company, 8 Pet. 286;
Wood v.
Dummer, 3 Mason 308;
Vose v. Grant, 15 Mass. 522;
Spear v. Grant, 16 Mass. 14;
Curran
v. Arkansas, 15 How. 307.
[
Footnote 2]
Canal Company v.
Vallette, 21 How. 424;
Partridge v.
Badger, 25 Barbour 146;
Barry v. Mer. Ex. Co., 1
Sandford's Ch. 280; Angell and Ames on Corporations § 257; Story on
Bills § 79;
Farnum v. Blackstone Canal, 1 Sumner 46.
[
Footnote 3]
Railroad Co. v.
Quigley, 21 How. 202.
[
Footnote 4]
Bargate v. Shortridge, 5 House of Lords' Cases 297;
Zabriskie v.
Railroad, 23 How. 397;
Bissell v.
Jeffersonville, 24 How. 300.
[
Footnote 5]
Bagshaw v. Railway Co., 7 Hare 131;
Holyoke Bank v.
Manufacturing Co., 9 Cushing 576;
Hall v. Railroad,
21 Law Reporter 138; 1 Redfield on Railways 578;
Boon v.
Chiles, 8 Pet. 532;
Story v.
Livingston, 13 Pet. 359.
[
Footnote 6]
Mechanics' Bank v. Railroad Co., 13 N.Y. 599.
