Statement of the Case.

do so. He stated his willingness to contribute his proportionate part toward the payment of his debts if the court should be of opinion that he was a stockholder. He prayed that the defendants might answer his bill, but not under oath; that the court might require the individual defendants, holders of stock in the old company, to pay the balance which, as he alleged, was due thereon; and might decree that the sale by the receiver to Main was void; that the new company was a trustee of the property for the payment of the debts due to the complainant; and that if the new company should persist in its refusal to pay the same its property, or as much as might be necessary to pay the said debts, be sold and the debts be paid with the proceeds.

The Sandoval Coal and Mining Company filed its answer to the complainant's amended bill on August 28, 1888, in which it denied on information and belief that the complainant had performed the alleged services or expended money for the old company's benefit, or had purchased the said land with his own money, and averred the fact to be that the land was paid for by the new company; denied that the complainant obtained any valid title to the said mining rights, and averred that those rights were conveyed on condition that the old company would sink a shaft to a paying vein of coal, and work the same, within two years from the conveyance of such rights, and that the shaft not having been sunk to the coal within the time limited, the rights were forfeited; and denied on information and belief that the complainant had performed the duties of president of the company for the time stated in the bill, or for any time. The defendant alleged that anything which might have been done at the meeting described in the bill at which, as averred therein, the complainant's salary as president and superintendent of the company was fixed at $150 per month, was void for the reason that the meeting was not authorized nor its acts legally ratified; and that the aforesaid action of the board of directors at the meeting in East St. Louis, Illinois, when Main was not present, by which one-fifth of the capital stock of the company was voted to

Statement of the Case.

the complainant, was illegal and void, and was one of the causes which led to the company's dissolution.

The defendant stated that the complainant had correctly presented the allegations of the bill filed for the purpose of dissolving the old company, and averred that, although no summons to that proceeding was served upon the complainant herein, yet he was served by publication, under the statute of Illinois. It was denied by the defendant that the said property was worth $20,000 at the time it was sold by the receiver to Main, and it was averred that the property was not worth more than Main paid for it.

The defendant showed that, although, as was stated in the bill, the aforesaid decree dissolving the old company was reversed by the Supreme Court of Illinois, it was reversed in part only, and that so much thereof as related to the appointment of the receiver was affirmed. It was, therefore, asserted by the defendant that the judgment of the said Supreme Court did not affect the decree entered in the Circuit Court of Marion County after the remanding of the cause, and that the reasons for the Supreme Court's partial reversal did not apply to the complainant herein, because he answered the said bill before the second hearing.

It was averred that by virtue of the decree entered upon the second hearing the master in chancery of the Circuit Court of Marion County executed and delivered to the defendant company a valid deed to the said property; and that under that deed it held the property by an absolute title, and not in trust for the complainant, as alleged in his bill. The defendant denied that it took the property from Main with knowledge of the complainant's debts against the old company; averred that, on the contrary, it knew nothing of such debts or claims, and insisted that so far as it and the complainant were concerned, all business matters between them were finally settled in the second decree of August, 1885. The defendant prayed that the complainant's amended bill might be dismissed.

The other defendants, on the same day, filed their joint and several answer to the complainant's amended bill, denying the same allegations of the bill that were denied in the answer of

Opinion of the Court.

the defendant company, and averring, among other things, that the stock of the old company, taken by the complainant, was taken for himself and not in trust for the company. They showed that the said property was in the hands of the receiver from August, 1878, to some time in the year 1885, and averred that in all that time the complainant had not presented to the receiver his said claim or any claim. They stated that they relied upon the aforesaid decrees and orders of the Circuit Court of Marion County as a complete defence to the complainant's amended bill, and denied that any debt was due by them or by the old or new company to the complainant as alleged in the bill, or that the complainant was entitled to the relief which he prayed for, or to any relief. The dismissal of the amended bill was prayed for by them also.

Replication was duly made by the complainant, and a large amount of testimony taken, on which, and on the amended bill, the answers, and the record of the proceedings had in the state court, the cause was heard in the Circuit Court, and a decree entered therein on February 7, 1889, by which the amended bill was dismissed. From that decree the complainant appealed to this court.

Mr. Upton M. Young for appellant.

Mr. Green B. Raum for appellee.

MR. JUSTICE SHIRAS, after stating the case, delivered the opinion of the court.

Our examination of this case has not been aided by any findings of fact or law by the court below. It has, hence, been necessary to make a very full statement of the facts as disclosed in the pleadings and evidence. That statement when made, however, does not disclose a case calling for extended treatment.

The present bill of complaint filed in the Circuit Court of the United States, as finally amended, was met by answers, in which, among other matters of defence, it was alleged that, in proceedings instituted in the Circuit Court of Marion

Opinion of the Court.

County, Illinois, on June 27, 1878, by Isaac Main and others against the St. Louis and Sandoval Coal and Mining Company, and against Ozias Townsend, (the appellant in the present case,) and which proceedings resulted in a final decree, on August 9, 1883, in favor of the complainants, which final decree was affirmed by the Supreme Court of Illinois on January 25, 1888, the same claims and matters of controversy set up in the present bill were litigated and adjudicated in favor of the appellees and against the appellant in the present

case.

Of course, if this were so, such final judgment of the courts of Illinois would be a conclusive bar when pleaded to the present bill, and it is so conceded, as necessarily it must be, by the counsel of the appellant in his argument and brief in this case.

It is, however, contended that the issues involved in this suit were not the same with those involved and adjudicated in the state court. The first question, then, for our determination is whether the matters tried and adjudged in the state courts were the same with those which the appellant sought to have considered in the Circuit Court in the present case.

This question is readily determined by an inspection of the records in the respective cases.

As above stated, the bill as originally filed in the Circuit Court of Marion County, Illinois, alleges the insolvency of the St. Louis and Sandoval Coal and Mining Company, and that Ozias Townsend's claim against that company was without consideration and fraudulent, and asked for the appointment of a receiver and for a sale of the company's property. Upon a decree pro confesso, a receiver was appointed and a sale ordered. This decree was on appeal reversed by the Supreme Court of Illinois for want of proper service of process, and the cause was remanded for further proceedings, the receiver being continued. In the court below, when the cause came back, a supplemental bill was filed making the Sandoval Coal and Mining Company a party defendant. The latter company then filed an answer admitting all the allegations in the original and supplemental bills filed by Main and others,

Opinion of the Court.

and also filed a cross-bill, in which were recited the facts of the organization and insolvency of the St. Louis and Sandoval Coal and Mining Company, and alleging that it had in good faith bought the coal property and fixtures of the old company from Isaac Main, who had purchased them under the original decree of sale; that Ozias Townsend and his assignees were not bona fide stockholders in the old company, and praying the court to so decree, and that the complainants in the original bill were the only valid and legal stockholders in said old company, and that the original complainant be ordered to convey, in the name of the St. Louis and Sandoval Coal and Mining Company by valid conveyance to the said Sandoval Coal and Mining Company, the tract of land on which the shaft was sunk and all mining rights held by said first-named company, and also praying that the St. Louis and Sandoval Coal and Mining Company should be restrained from prosecuting an ejectment suit and a trespass suit that had been brought against the Sandoval Coal and Mining Company. As already stated, this litigation terminated in a decree declaring that the material allegations in the cross-bill were true; that Isaac Main and the other appellees in the present case were the only stockholders in the St. Louis and Sandoval Coal and Mining Company who had paid anything on their stock, and that they were the only parties or stockholders who had any interest in or right to determine how the assets of said company, which had been dissolved by the decree of the court, should be disposed of, to whom, and for what consideration. The decree further declared that Ozias Townsend and his assignees, defendants in the cross-bill, never had paid anything for their supposed stock in said St. Lou's and Sandoval Coal and Mining Company, and that if any such stock had been issued to them it was wrongfully and fraudulently done, and that neither of them had any interest in the assets of said company, nor any right to interfere with the disposition of such assets. The decree further adjudged that Isaac Main had bought the property of the St. Louis and Sandoval Coal and Mining Company, at the instance and request of all the valid stockholders therein, for the purpose of selling the same for enough to pay

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