Citizens' Savings & Trust Co. v. Illinois Cent. R.

WRIGHT, District Judge (after stating the facts as above). The arguments of the demurrers of the respective defendants to the bill of complaint of the complainant have taken a broad range, and have included many questions, in view of the conclusion to be reached, not necessary to decide. The questions most elaborately argued hy counsel for each side of the case, numerous authorities being cited thereon, are as to the statute of limitations and the equity rules concerning laches. Very much could be said upon this subject, and arguments of the strongest character could be produced as affecting either side of the contention here, were it necessary to enter upon that subject in order to reach a conclusion and support the judgment of. the court upon it. In my considerations of the case I am met with another question, the determination of which has precluded me from going further into the case and giving judgment upon other questions so ably and elaborately argued by the counsel for the respective parties. In the beginning it is both necessary and material to determine when the complainants became stockholders in the Belleville Company. This is a stockholders’ bill, founded on rights which might properly be asserted by the corporation itself. If, then, the complainants were not shareholders at the time of the transaction of which they complain, unless such shares have devolved upon them since by operation of law, then under the provision of equity rule 94, as well as under the general rules of equity in most jurisdictions, and of which equity rule 94 is but declaratory, the complainants are without equity, and the court should so decree, and dismiss the bill accordingly. This doctrine is so elementary that it seems to me it would be like pedantry to indulge in the citation of authorities in support of it. As to the precise time when complainants became shareholders in the Belleville Company much more could be said, if I did not feel bound by what the Circuit Court of Appeals has said, and in the very cause in which that court awarded the complainants the stock in question. The decision in that case is res judicata, and for that reason alone is binding in this case; but otherwise the opinion of the court in the case is of controlling authority, because it is the expression of the superior court. In that case it was said of the same bonds, stock subscription, and stock here involved in the present case: “The bonds were void. The stock subscription, was void. The stock certificate was void; but the stock was not void. The 1,000 shares, with respect [559] to which the void subscription was made and 1 lie void certificate issued, were a part of the authorized capital stock, were as existent and as valid as any other of the shares, and were fully in the directors’ power to dispose of for value to any one who had capacity to contract.” Citizens’ Saving & Loan Association v. Belleville & Southern R. R. Company, 117 Fed. 109, 54 C. C. A. 495. If, then, as the court said, the shares were fully in the directors’ power to dispose of for value to any one who had capacity to contract, such shares belonged to the Belleville Company, and were wholly under its dominion, and were not and could not be owned by complainants, or any other person, without the consent of the directors, for value received, and the title in such shares being so vested, at no time was it divested until the vis major, the coercive force, of the decree of the court of May 16, 1003, caused the stock to be conveyed and delivered to complainants on May 12, 1904, when they for the first time were given dominion and ownership to the property thereby represented. Previous to that time complainants had but a right of action, and possessed nothing but a right of action, which they might, if they so willed, have converted into a suit for damages; and it could as well be said they owned the specific dollars with which the judgment might have been paid as that they owned the particular shares of stock with which the decree was eventually satisfied. In truth, if we might be permitted to go behind the discussion of the Circuit Court of Appeals, and look into the facts as disclosed by the bill of complaint, it would be discovered that, inasmuch as the bonds were void, the stock subscription of Perry county was void, the stock certificate to it also being void, and by reason of all these voids the stock was all the time remaining unsubscribed in the Belleville Company, it belonged to Chamberlain under his contract, by which he was to receive all unsubscribed stock remaining at the completion of the construction of the road. Begally can there be a doubt that the title was in him, in view that all other attempts to dispose of it had been futile, and judicially decreed to be void, and it was only by force of the decree that was given, and until then, that he was divested of such title, and the same transferred to complainants? While it does not appear that Chamberlain was a party to that proceeding, that does not affect the force of the decree itself, but would be, if any defect at all, an error for which the person entitled might seek a remedy in some appropriate way. And from these simple statements of the clear situation of the stock in question it is apparent, without further argument, that the stock did not devolve upon the complainants by operation of law since the transactions complained of, but merely as the result of implied contract springing from the failure of the original consideration of the purchase by Perry county, merged in and given effect by the decree of May .16, 1903. Kntertaining tlie views I have endeavored to express, the necessity of going into the many other questions so abfy and interestingly argued by counsel is thereby superseded, and no essential purpose would be subserved thereby; and I am not, therefore, disposed to extend this opinion to a tedious length, to include an irrelevant discussion, as it [560] follows from the reasons already given that I am of the opinion the b'ill is without equity. The demurrers will be sustained, and the bill dismissed for want of equity, at the cost of the complainant. Let a decree be prepared accordingly.