Page:Federal Reporter, 1st Series, Volume 5.djvu/762

 750, FEDBBAL BEPOBTBR. �were stockholders, aud who- entfired into thia arrangement, and who passed tHis resolution,; and that, therefore, ail the debts which were contraoted and accrued subsequent to that period of time by them.was with fuU knowledge of ail that had been done by the company, and with full knowledge that this stock had been treated as paid-up stock and certificatea issued, and that they cannot now turn round and say that that proceeding was void. �And the same doctrine applies to that position of the de- fendants that I bave somewhat elaborated in regard to the act of a partner. If these debts were contracted by these parties, who were the owners of this stock, and who partici- pated in the meetings and who had full knowledge of the fact that that stock by this action had been treated as paid-up stock, they have no right to come into this court and say that they will now treat that as absolutely void which they them- selves had agreed to, and which they knew existed at the time they made the debts. In the case, however, there are part- ners, and the same doctrine as to notice would apply as would apply in the case that I spoke of before. If one of the part- ners, of the firm engaged in this transaction, and passed thia resolution and accepted for his firm a certificate for stock paid up, the notice of the fact to him would be notice to ail the members of the firm of the condition of the stock. �But it is said there are debts which existed prior to that time which have not been paid, and that is a more difficult question in one aspect of it than the other. As against ex- isting debts this transaction would not be binding. But I have gfeat doubt whether or not even in that case the parties would not be bound tp go into a court of equity, take the part of a creditor, and seek their remedy against. ail these parties. and bave a full settlement of everything connected ^ith it. But for the purposesof this case I will say to you that if the debts existing at the time of this arrangement of the four- teenth of April have not be^n paid and still exist, that in this case as against these debts the proceedings would not be binding. �It is claimed on the part of the plaintiff, and it is admitted ����