Page:Federal Reporter, 1st Series, Volume 1.djvu/384

876 nSDEBAI> BBPOBTEB. �bonds, or to that property and any which the company might afterwards acquire. �We see no evidence that the parties ooncerned, the stock- holders, made any snch agreement as is here supposed. Being under a statute liability for the debts of the company, and choosing to remain so — ^for they could bave put an end to this state of things by filing an annual statement of their affaira — they found it more convenient to raise money by negotiating bonds with five years to run, rather than notes which needed to be often renewed. They SGCured their nego- tiable bonds by a mortgage, in order to increase their value, not to diminish it. It was an ordinary arrangement, which had no concealed equitiea. The negotiable bonds were to be negotiable, and to have the same properties in the hands of the shareholders as in those of other "applicants" who should take them. No donbt one principal motive which induced the shareholders to take the bonds in the first instance was that the company must ba kept afloat ; but there was no agree- ment expressed, and none arisos from the nature of the trans- action, that the bonds should not be sold, or that they should hold good only against the property of the company. �We suppose it to bave been taken for granted that the bonds were amply secured, in which case no such question as is now before us could have arisen. At any rate, it appears, from the correspondence between the parties and from the votes, and ail the evidence in the record, that the bonds were intended to be what they purport to be, the negotiable prom- ises of the corporation, as much so as the notes for which they were substituted. �The second defence is that the plaintiffs bave agreed to stand in the place of stockholders by their stipulation to indemnify the assignees of Chapman as such stockholders. �We agree that if the assignees, when this stipulation waa made, were stockholders in the sense of being liable for the debts of the company, the defence is a good one to the extent of their proportionate share Of the debts, so that the plain> tiffs could only recover in equity the difference between the price of their bonds and such proportionate liability. This ��� �