Page:Federal Reporter, 1st Series, Volume 2.djvu/887

 880 FEDERAL REPORTER. �I am bound to hold that the parties must be left, without relief from the courts, where they have placed themselves. �The fact that two of the directors of the corporation were admitted to an interest in the contract, bad as that is in itself, is net ail, nor the worst part of the transaction. On the same day that the construction contract was executed, and as a part of the transaction, the members of the con- struction company executed the following agreement with the members of the board of directors and certain other stock- holders. �"In consideration of the execution and delivery of a cer- tain contract to construct the Brownville, Fort Kearney & Pacific Eailroad of Nebraska, wherein said railroad company agrees to turn over to us and our associates ail of the prop- erty owned, and assets, subscriptions, etc., of said company, we, therefore, do promise and agree and bind ourselves to relieve the following, named subscribers to the capital stock of said company from the payment of any further amounts or assessments upon the stock which they may bave sub- scribed thereto, by our paying out said stock, and receiving same assigned by them to us, viz. : Henry M. Atkinson, John L. Carson, E. W. Fumas, F. A. Tisdell, James L. Mc- Gee, C. F. Stewarfc, A. J. Ritter, H. C. Lett, T. W. Bedford, T. W, Tipton, John McPherson, and $500 on the stock of Evan Worthing, in ail not to exceed $16,500 of tbefel,- 000 of individual subscriptions to said company. �"Witness our hands, this eigthteenth day of September, 1871, at the the city of Columbus, state of Ohio. �"Witness: G. Moodie. B. E. Smith, �[U. S. Int. Eev. Stamp, 5c.] "W. Dennison, �"J. N. Converse." �The list of stockholdera in this agreement includes ail the directors and five others. I am unable to construe this con- tract as anything else than a promise to pay each member of the board individually a consideration for his action as a director in voting for and executing the construction contract. The members of the board were stockholdera, and as such liable to assessments. The construction company, "in cou- ����