Page:Federal Reporter, 1st Series, Volume 6.djvu/228

 216 FEDERAL REPORTER. �in the district where the association is established. The view I have taken of the cases renders it unnecesaary to pass upon this question, and I allude to it only that it might appear the point was not overlooked in this discussion. �But, assuming that the plaintiff can sue in this court, I am of the opinion that one of the other objections raised by the demurrers is well taken. The plaintiff's bills, as amended, pray in substance that the defendants may be required to ac- count for unpaid subscriptions to stock and dividends, received ont of capital as assets of the insolvent corporations, and that these assets may be applied in payment of certain judg- ments which the plaintiff bas recovered against the corpo- rations. It is too clear to admit of discussion that the corpo- rations are necessary parties to suits like these. Unless they are made parties, they will not be concluded by decrees made in the cases on the merits, and the defendants might be called upon a second time to account for the same assets at the suit of the corporations, or receivers appointed over their afifairs. The defendants have the right to insist that the decree shall conclude the plaintiffs, the corporations, and ail other credit- ors, and afford a fuU and complete protection against future suits for the same causes of action. Such decrees cannot be made in suits when the corporations are not parties, or by a court having no jurisdiction to require the legal presence of thft corporations in the proceedings. Wood v. Dummee, 3 Mason, 308, 316; Shields v. Barron, 17 How. 130; Ogilvie V. Knox Ins. Cu. 22 How. 380; Barney v. Baltimore, 6 Wall. 280; Davenport v. Dows, 18 Wall. 626; Kendig v. Dean, 97 U. S. 423; Tremain v. Amory, decided by Lowell, J., in the first circuit at Boston, June, 1879. �The rules which govern the circuit courts of the United States in cases like these are well settled. The court refuses to entertain a suit where a party, whose legal presence in the proceeding is necessary, cannot be subjected to its jurisdic- tion. Kendig v. Dean; Barney T. Baltimore; Tremain v. Amory, vhi supra. �As the corporations have not been and cannot be made ��� �