Page:Federal Reporter, 1st Series, Volume 4.djvu/627

 FARMEBS NAT, BANK Of tOEÏSMOtîtH, 0,, V. HANNAN. "Cl'S �Baxtee, C. J., (orally.) ^ In this case the stockhoIderB of the Boone Mining & Manufacturing Company, on the tweûty-firôt day of February, 1871, entered into an agreement between themselves, -whioh la as foUows : �"Cincinnati, February 21, 1871. "We, the undersigned, sharehplders of the capital stock of the Bpone Mining & Manufacturing Company, hereby mutu- ally agree with each other that they will each be responsible in mutual degree for ail paper negotiated by the agent of the Company for the use and benefit of the companyj and should any paper so negotiated by the agent with his individual in- dorsement of one member be unprotected by the officiai agent by reason of want of funds, then, in such case, the. parties to this agreement be each and severally bound for the pay- ment of such paper in mutual proportions ; and this agree- ment shall continue in force ùntil the payment of ail such claims have been made. �"J. H. GUTHEIE. �• "J. E. Wtnne, �"M. F. Thompson. ' ' "John Wynnb. "D. M. Davis. "J. & C. Eeakert. "J. W. G. Staokpole.* �It seema that one of the parties to this agreement and a shareholder of the corporation indorsed a note of the corpo- ration, and that note was negotiated for value to the plaintif! in the suit. The corporation and also this indorser have failed, and the holder of this paper seeks to have redresa against one of the parties to this contract. We entertain the opinion that this contract between these shareholders is a contract between themselves ; that it was not made to apply to this plaintiff, and that while he may go into a court of chancery, and have relief over against the several parties to the contract, — ^in other words, enforce the rights which the party who indorsed the paper is entitled to, and be sub- stituted to the rights of that party, and compel the payment ����