Page:Federal Reporter, 1st Series, Volume 7.djvu/287

, GRAT V. NATIONAL STBAM-SHIP CO. , 275 �against the defendant. The fact that the defendant was transferee of the vessel did not make it either a party or a privy to the suit, or a trustee for the old company in respect of the cause of action, the suit being one in pereonam. �(6) That the proceedings in the admtralty suit could not operate as res adjudieata. The cause of action was different from that in the in personam suit, and 'the judgment in the latter suit was recovered before the decree in the adlniralty suit was entered. �Henry Morrison, for plaintif �John Chetwood, for defendant. �Blatchpord, C. J. On and before the sixteenth of August, 1867, the National Steam Navigation Company, limited, (and which wUl be ealled the Navigation Company,) was a British corporation. On that day a written agreement was made between it of the first part, William Eowe and Charles Ed- ward Dixon of the second part, and the National Steam- , ship Company, limited, a British corporation, (and which will be ealled the Steam-ship Company,) of the third part. This agreement recites — �That on the ntnth of July, 1867, the Navigation Company duly passed a resolution in conformity with "the companies' act, 1862," to the efCect that that company he wound up voluntarily as and from the fifteenth of August, 1867, and that the said Rowe and Dixon be appointed liquidators for that purpose, and that a uew company ealled tho Bteam-ship Ciompany, limited, had been duly formed and registered, with a. capital of .£1,000,- 000, divided into 75,000 shares of jCIO each. and 25,000 preferential shares of £10 each, and that it was proposed to traasfer to such ne w company the whole of the business and property of the Navigation Company in consideration of the allotting, by the new company, of 60,000 shares in it, credited with£10 per share paid, for the purpose of distribution among the members of the Navigation Cojnpany, or otherwise, for its beneflt, and assuming all its liabilities, and also making provision for all matters which might arise in th^ liquidation of ihe Navigation Company, and that the proposed transfer was thereby approved, and that an authority was thereby conferred on the liquidators to accept such 60,000 shares in the new company, each credited with £10 as paid up thereon, for the purpose of distribution among the members of and for the beneflt of the Naviga- tion Company. �The agreement also recites that the Steam-ship Company had been ineorpoirated under the provisions of the companies' a6t, 1862,,with a memorandum and articles of association, estracts froin which it sets forth. These extracts show — ��� �