Page:Federal Reporter, 1st Series, Volume 1.djvu/557

BDBKB ». PLOOD. 649 �Should this suit be divided, then, and one part proceed in onô court and another in a different court, or should there be five separate suits, and Mackey and Pair defeat the complainant, yet if the complainant should recover in some of the other suits, and the defendant therein be compelled to pay the decree, Mackey and Fair would be undoubtedly liable to be called upon in another suit to contribute, and the whole litiga- tion -would bave to be gone over again, It must be born in mind that this is not an action at law against mere tort-femors to recover damages for some tortious act, but a suit in equity to bave an account of specifie moneys paid to a corporation on contracts fuUy executed, alleged to be illegal, and by it distributed to its stockholders in dividends. �But suppose it turns out that Flood, O'Brien, Mackey, and Fair were not partners; that their acts were not partnership acts, and that the dividends received were not partnership assets, I do not perceive that it would affeot the question as to i\iQ finality of the determination within the meaning of the statute. There is nothing necessarily or essentially fraudu- lent or morally wrong in the mere fact that Flood, O'Brien, Mackey and Fair owned stock, or even a controlling amount of stock, in, and are officers of, the two corporations ; or that, being such stockholders and officers, one corporation through their agency sells wood and lumber to the other. It may well be for the best interest of both corporations to enter into such transactions. The Consolidated Virginia Mining Com- pany is not the only party wanting wood and lumber, and the Pacific Wood, Lumber & Flume Company is a corporation organized and competent to sell wood and lumber to ail who desire to purchase. It may bave facilities for furnishing these articles of large and general consumption whioh enablea it to sell them at lower priees than they can be obtained for elsewhere. If that be the case, it would be to the advantage and interest of the other corporation to purehase from it, even though its officers and agents are also officers and agents of the other corporation. Should these parties, on the ground of the delicacy of their position, decline to purchase of the Pacific Wood, Lumber & Flume Company on better terma ��� �