Page:Federal Reporter, 1st Series, Volume 2.djvu/888

 THOMAS V. B., P. K. A P. RT. CO. 881 �sideration of the executioD and delivery of" the construction contract, undertook torelieve tbedirectors "from the payment of any further amounts or assessments upon the stock which they may bave subscribed," etc. �Tbe construction company agreed to "pay out" the stock of each director. The transaction tben was as foUows: The directors executed a contract by which they transferred to the construction company substantially ail the property of the corporation and employed tbem to construct the road. ;In order to secure tbis contract the construction company took two of the directors into their firm, giving tbem an interest in the contract, and agreed to pay each of the other directors a pecuniary consideration for making the contract. There was, theref ore, not a single member of the board who was not per- sonally interested in favor of making the contract and in hostility to the interests of the stockholders for wbom they were trustees, and whose rights they were bound to protect. �It may be that tbis agreement was not much considered at the time ; that the directors and others interested were anx- ious to induce the construction company to take hold of the enterprise upon any terms, the company being unable to go on witb the work. AU tbis is doubtless true, but it does not change the character of the written contract with which we bave now to deal. �1 am clearly of the opinion that the contract is so clearly illegal, against public policy, and vicions, that a court of equity cannot enforce it or grant any relief upon it. The bill must, therefore, be dismissed. �Marshall v. B,. Co. 16 How. 314 ; Bank of the United States Y. Owens, 2 Peters, 539; 2 Eedfield on Railways, 576, 584; Pomeroy on Gontracts and Specifie Performances, §§ 284, 285* 286; Wightv. Eindskoff, iS Wis. 344; Mo Williams v. Phillips, 57 Miss. 196; Gmrnsey v. Cook, 120 Mass. 501; Letter t. Alvey, 15 Kan. 157. ���v.2,no.ll— 56 ����