Page:Federal Reporter, 1st Series, Volume 7.djvu/352

 S40 FEDERAL REPORTBB. �ment made by him with the defendant the note was delivered. Had the note remained in the hands of the comany, as agreed, it would have been subject to the terms of the agreement. When the company passed said note to the first indorsee, if an innocent holder for value, the latter had a right of action thereon against the maker and the company who indorsed the same. The note, through the indorsement of the first and of a second indorsee, passed to the plaintiff, who knew all the facts and was charged with the original equities. Why, then, is he not subject to said equities ? Can the fact be that while he, as president of the company, made the agreement, he, as an individual, is exempt fro^ the equities, because he acted in different capaoities in different stages of the transaction? �The casoj as made by the pleadings, may be briefly stated : The president of a corporation induced'a subscription for shares on the terms named, and had pla'oed in Ma bands'the fihares of- stock accordingly. ■ In order td negotiate the uote, and enable the corporation to realizif thereon, lie ; became; the? Ikst' ihdorser. The last holder obtained ;judgment,:ofi •whieh the. iglaintiff had a:,part} still huldifag: the .shsureB» of stock'Under the oircumstances stated.' *What.are;his lojgal' rights against the maker of t'he note?"' What ;h« kniew.;aa' president of ; the company he knew privately. Se knewj- consequenWy, that the note • was to ' be renewed, drui; thatt the obligation of the' maker was to cea'se dn notice' given, andiehe shares of stock in his h^nds to be forfeitea,whereby the mak«r of the note (the defendant) was to loee the $3,000 in cash paid by him, and all interest in the shares bf stock. The relationshi^ of the plnintifi to defendant in thia trans- a,ction is not so clearly stated as might be desirable; yet enough is disclosed to show that if what is averred in the ansv. er be true there can be no recovery. �If the ; court looks carefully into the transaction it may be that the plaintifi, in order to raise funds for the corporation, or for his private purposes, disposed of the note, with his indorsement, regardless of the agreement made. He had the shares in his hands as collateral, and subject to forfaiture, and may have been satisfied therewiih as sufficient indemnity. ��� �