Page:Federal Reporter, 1st Series, Volume 9.djvu/368

 HANCOCK V. HOLBEOOK. 353 �that be so, why should not the state court have the right to decide the cLuestion ? Whatever controyersy there is bas arisen in that court in the administration of the property or assets wbich it has taken in charge. It is not the case of an independent controversy which existed -when the suit was commenced, but one which has arisen in the execution of the power of the court. It was all done under the color of authority of the state court, and it seems to me that it would be stretching the act of 1875 beyond any case that has yet been decided, to hold that this court has jurisdiction in such a case as this. It may be added further, and as an additional reason why this court should not now take jurisdiction of the case, that the state court has proceeded without objection to adjudicate upon the rights of the parties. I think that court should be permitted to go on and distribute the f und which it has, or may have in its possession in the case of a sale of the property, to the varions claimants. So that, notwith standing the great anxiety which the counsel seem to mani- fest, this being the second application of the kind made, this court must decline to take jurisdiction. ���Hancock v. Holbbook and others. {Uircuit Court, E. D. Louisiana. June, 1881.) �1. CORPOEATIOXS— ChAKTEH — CoNTEOLLING EffECT. �The charter of a corporation empowered the board of directors to appoint the corporate offlcers. Held, that mere verbal understandings between indi- vidual members of the board prior to the incorporation of the company as to the choice of such offlcers, would be controlled by this provision. �2. Dissolution of the Oorporation — When Justifiable. �The conveyance, under the authority of the board of directors whose action is ratifiell subsequently by all the stock represented at a meeting of the stock- holders, of the total assets of a private corporation in payment of its sole debt, operates as a valid conveyance of the property as against other stock- holders, in the absence of f raud and when a longer continuance of the corporate business would be ruinous to all parties. �H. C. Dibhle, for complainant. �T. J. Semmes and B. Mott, for respondents. �BiLLiNGs, D. J. This case is submitted for a final decree upon bill, answer, depositions, and exhibits. The suit included Charles T. Howard as one of the defendants, whose claim upon the property hereafter described was admitted by all parties in this suit, and has since been satisfied. His rights, therefore, are not submitted for v.9,no.6— 23 ��� �