Page:Federal Reporter, 1st Series, Volume 10.djvu/438

42S FEDERAL REPORTISB. �in default; and that each of the plaintiffs purchased his stock as stock upon which a dividend of 10 per cent, was guarantied by the Manhattan, and "with knowledge of the general provisions of the tripartite agreement and the leases, and the certiiicates issued to the plaintiflfs by the Metropolitan having each of them on it the said memorandum. �The bill recites the appointment of the receivers, and alleges that on or about the twenty-fifth of October, 1881, by orcler of the court, the property was surrendered by the receiver to the Manhattan, and the receivership was vacated. It sets forth the fact of the applica- tion of the New York for the restoration of its property and of its deniai, and the making of the agreement of October 22d. It allegea that the suit brought on behalf of the people was not ended until about November I7th; that there bas been no material change in the alleged insolvent condition of the Manhattan which made the receiver- ship proper, other than such as may resuit from the execution of the agreement of October 22d ; that, during the receivership, negotiationa wereentered upon between some of the officers of the three companiea looking to a modification of the terms of the tripartite agreement and the leases; and that, during the pendency of said negotiations, it was given eut, and the plaintiffs expected that the terms of any arrange- ment which should be concurred in by the officers negotiating on behalf of the several companies would be submitted to the share- holders for approval, but the plaintiffs have never been consulted in respect to said proposed agreement, and have never consented thereto, and have only been able to ascertain the terms of the same with con- siderable difficulty. ' �The bill further alleges that, by the agreement of October 22d, the officers of the Metropolitan have undertaken to subordinate the rights and the position of the Metropolitan to the New York, especially by releasing, all claims to the dividends accruing July Ist and October Ist, amounting to $325,000, whereas the same amount due to the New York is to be paid, and, in reference to future dividends, by waiving altogether the guaranty of the Manhattan, and making the dividends payable to the Metropolitan payable only after the dividends to the New York shall have been first paid, and out of any surplus earnings that may be left; that, in the supplemental agreement of the same date, the rights and position of the Metropolitan were further subordinated to the New York, in that the dividends agreed to be paid to the New York were to be cumulative, while those due to the Metroplitan could never be paid out of any earnings, however ��� �