Page:Federal Reporter, 1st Series, Volume 10.djvu/442

 i30 FEDEEAL BEPOBTEK. �quarterly to the Metropolitan was the only profit whioh investors in the stock could hope to realize from their investment ; that the stock is stock of a special character, entitled to an agreed portion of a rental to be paid by the Manhattan; that the agreement of the Man- hattan is truly expressed in the memorandum on the certificates; that, by the whole transaction, the Metropolitan agrees to distribute such portion of the rental as a dividend among its stockholders ; that the Metropolitan, therefore, cannot surrender the guaranty of the Manhattan ; that such guaranty must be regarded as a promise to the Metropolitan for the benefit of its stockholders; and that they are entitled to prevent the Metropolitan from diverting the fund or im- pairing the contract out of which the right to it comes. �It is undoubtedly true that the object of the provisions of the lease in regard to the 10 par cent, per annum on $6,500,000, to be paid by the Manhattan to the Metropolitan, was to enable the stockholders of the Metropolitan to have, it possible, during the continuance of the lease, a quarterly dividend of 2|- per cent, on their stock. But I fail to see any contract to that efifeet between the Manhattan and the indi- vidual stockholders of the Metropolitan, or between such stockhold- ers and the Metropolitan. The language of article 2 of the lease is that the Manhattan guaranties to the Metropolitan ah annual dividend of 10 per cent, on the capital stock of the Metropolitan to the amount of $6,500,000; "that is to say," the guaranty is to the Metropolitan, not to its stockholders severally. The article then goe» on to interpret the guaranty, and to show what it is, and at what times payments under it are to be made. It says, "that is to say," the Manhattan will, each and every year during the term beginning with October 1, 1879, pay to the Metropolitan $650,000, free of all taxes, inequal quarterly payments of $162,500 each, on the first days of January, April, July, and October in each year, the first to be made January 1, 1880. There is no agreement, either by the Manhattan or the Metropolitan, that these sunas shall be paid to the stockholders of the Metropolitan. Then there is the further provision that the Man- hattan will, from time to time, execute in proper form a guaranty "to the above effect," printed or engraved on the certificates of stock of the Met- ropolitan, and, as such stock certificates are surrendered for cancella- tion and reissue, will, from time to time, at the request of the holder, "renew such guaranty" upon all reissued certificates. This was ne ver done. The Manhattan never executed anything on the certificates. The Metropolitan issued the certificates with an unexecuted mem- orandum, which does not contain the word "guaranty," and Contains ��� �