Lewis, L. R. 8 Ch. App. 1050.

that whenever any action of either directors | if there happens to be a cantankerous memor stockholders is relied on in a suit by a ber, or one member who loves litigation, minority stockholder for the purpose of in- everything of this kind will be litigated; voking the interposition of a court of equity, whereas, if the bill must be filed in the name if the act complained of be neither ultra of the company, then, unless there is a matires, fraudulent, nor illegal, the court will jority who really wish for litigation, it will refuse its intervention because powerless to not go on. In my opinion, if the thing comgrant it, and will leave all such matters to plained of is a thing which, in substance, the be disposed of by the majority of the stock- majority are entitled to do, or if something holders in such manner as their interests may has been done irregularly which the majority dictate, and their action will be binding on of the company are entitled to do regularly, all, whether approved of by the minority or or if something has been done illegally which not. "In this country," said the late Mr. the majority has the right to do legally, Justice Miller, in speaking for the Supreme there can be no use in having litigation about Court of the United States in Hawes v. Oak-it, the ultimate end of which is only that a land, 104 U. S. 450, 26 L. ed. 827, “the cases meeting has to be called, and then, ultioutside the federal courts are not numerous, mately, the majority gets its wishes. Is it and, while they admit the right of a stock- not better that the rule shall be adhered to holder to sue in cases where the corporation that, if it is a thing which the majority are is the proper party to bring the suit, they the masters of, the majority, in substance, limit this right to cases where the directors shall be entitled to have their will followed? are guilty of a fraud, or a breach of trust If it is a thing of that nature, it only comes or are proceeding ultra vires." And so, in to this, that the majority are the only perMacDougall v. Gardiner, L. R. 1 Ch. Div. sons who can complain that a thing which 14, James, L. J., said: "I think it is of they are entitled to do has been done irreguthe utmost importance in all these companies larly; and this is what as I understand, was that the rule, which is well known in this decided by the cases of Mozley v. Alston and court as the rule in Mozley v. Alston, 1 Phil. Foss v. Harbottle. In my opinion this is the Ch. 790, and Lord v. Governor & Co. of Cop-rule to be maintained." See also Gray v. per Miners, 2 Phil. Ch. 740, and Foss v. Harbottle, 2 Hare, 461, should be always adhered to: that is to say, that nothing connected with internal disputes between the shareholders is to be made the subject of a bill by some one shareholder in behalf of himself, and others, unless there be something illegal, oppressive, or fraudulent, unless there is something ultra vires on the part of the company, qua company, or on the part of the majority of the company, so that they are not fit persons to determine it; but that every litigation must be in the name of the company, if the company really desire it. Because there may be a great many wrongs committed in a company, there may be claims against directors, there may be claims against officers, there may be claims against debtors, there may be a great variety of things which a company may be well entitled to complain of, but which, as a matter of good sense, they do not think it right to make a subject of litigation; and it is the company as a company which will make anything that is wrong to the company the subject of litigation, or whether it will take steps to prevent the wrong being done. Everything in this bill, so far as I can see, if it is a wrong, is a wrong to the company. Whether it ought to have been done, or ought not to have been done, depends on whether it is for the good of the company it should have been done, or for the good of the company it should not have been done; and, putting aside all illegality on the part of the majority, it is for the company to determine whether it is for the good of the company that the things should be done, or should not be done, or left unnoticed.' In the same case Mellish, L. J., after observing that very often, in companies, things are done which ought not to be done, proceeds: "Now, if that gives right to every member of the company to Пle a bill to have the question decided, then,

Secondly. The fact that the same persons hold the majority of the stock in both companies does not, of itself, enlarge the court's jurisdiction. The act complained of furnishes the test of jurisdiction, and it must be ultra vires, fraudulent, or illegal. Nothing short of this will suffice. This is true even in a case where directors, and not stockholders, do the act complained of. Booth v. Robinson, 55 Md. 441. And for stronger and more obvious reasons is it also true in a case where stockholders themselves act directly. They are not trustees or quasi trustees for each other. Even a director is not, strictly speaking, a trustee. Spering's App. 71 Pa. 11, 10 Am. Rep. 684; Smith v. Anderson, L. R. 15 Ch. Div. 247. In Pender v. Lushington, L. R. 6 Ch. Div. 70, Jessel, M. R., in speaking of the rights of a stockholder, said: "I cannot deprive him of his property, though he may not make use of the property in the way I approve. This is really the question, because, if these stockholders have a right of property, then I think all the arguments which have been addressed to me as to the motives which induced them to exercise it, are entirely beside the question." Then, after referring to a decision by Mellish, the master of the rolls proceeded: "In other words, he [Mellish, J.] admits a man may be actuated, in giving his vote as stockholder, by interests adverse to the interests of the company as a whole. He may think it was for his particular interest that a certain course may be taken which may be, in the opinion of others, adverse to the interests of the company as a whole; but he cannot be restrained from giving his vote in what way he pleases, because he is influenced by that motive. There is, if I may so say, no obligation on a shareholder of a company to give his vote merely with a view to what other persons may consider the interests of the com

terial."

pany at large. He has a right, if he thinks | testimony, the most suitable location that fit, to give his vote from motives or prompt was available. He submitted his surveys ings of what he considers his own individ- and profiles to the engineering department of ual interests. This being so, the arguments the Pennsylvania Railroad Company, and which have been addressed to me, as to even laid them before Mr. George B. Roberts, whether or not the votes which were given the president of that company, and an enwould bring about the ruin of the company, gineer of high reputation, and they were or whether or not the motive was an im- fully approved by both. He testified that proper one which induced these gentlemen the grades were arranged as high as was to give their votes, or whether or not their deemed necessary to keep beyond the reach conduct shows a want of appreciation of of extreme high water, and that, taking into the principles on which this company was consideration its location, alignments, its founded, appear to me to be wholly imma- grades, and the mode in which it was built, And, in Manhattan Elev. R. Co's the road, for economical operation, was equal Case, 11 Daly, 516, the court says: "It is to that of the Baltimore & Ohio. Besides argued that, if common directors are dis- this, it was proved by Mr. Charles H. Laqualified from acting, so are common stock-trobe, an accomplished engineer in no way holders incapable to ratify agreements be- connected with or interested in this litigatween their companies, and that the holder tion, that he had made an examination of the of one share of stock in each company could Piedmont & Cumberland road, that its genprevent any action at a stockholders' meeting eral alignment was good, that it had a very relating to the two companies, no matter how considerable proportion of long tangents, and advisable that action might seem to the not more than the usual amount of curvature, holder of every other share. I do not say which might be reduced at very moderate that the disqualification extends to a share- expense, and that it was superior in this reholder. I see no reason why it should. The spect to the West Virginia Central, because disqualification rests entirely on the fiduciary rectifications of the line could be more readrelation. A shareholder is trustee for no-ily made. As opposed to this, the record body. He has only his own interests to look after as such stockholder. Closely connected, undoubtedly, he is in practice with every other stockholder, but he holds no such fiduciary relation to the corporation as stock-gineers, and though, too, a freshet did some holder as he holds as director." Beach, Corp. chap. 13, § 247.

contains the testimony of Mr. Wrenshaw, also an engineer, criticising the location and construction of the road. Though there is this difference of opinion between these ensmall amount of injury to the road in 1888, and an unprecedented flood in 1889 caused considerable damage to it, that might not have happened had the road been built higher above the Potomac river, still, we are not authorized to decide whether, in point of fact, the best location was selected that might have been selected, but only to determine from the evidence whether the location, as made, was made in good faith, or, on the contrary, with the fraudulent design imputed in the bill. We not only see nothing in the record to support this allegation of fraud, but, on the other hand, we are quite fully satisfied, after carefully considering the evi

Railway was projected, located, and constructed in entire good faith, with a view of furnishing a necessary outlet for the traffic of the West Virginia Central road, whereby the property of the latter company would be made valuable to its owners.

Accepting these propositions as the fixed and settled law, it remains now to inquire whether the proof sustains the allegations of the bill, and brings the case within the legal principles to which reference has just been made. If the Messrs. Davis and Mr. Elkins selected, as alleged, an improper location for the Piedmont & Cumberland road, and im properly constructed that road, so that it would be ruinous to operate it, and if they did this with a view to throwing the heavy cost of operating it on the West Virginia Central, it is difficult to assign a reason for such singular conduct. On its face the al-dence, that the Piedmont & Cumberland legation is, to say the least, improbable. Those gentlemen owned over 30,000 shares of the 55,000 issued shares of the West Virginia Central Company, while they owned bit 7,295 shares of the Piedmont & Cumberland road; and that they would purposely and designedly wreck their larger and more val- Now, as to the charge that, before the uable holdings in the West Virginia Central Piedmont & Cumberland road was in a fit merely for the purpose of realizing an in- condition for the transportation of freight come from a smaller and dependent road, in and passengers, Messrs. Davis and Elkins which their aggregate shares were not one used their powers as officers of the West Virfourth of the amount owned by them in the ginia Central to make that company commain enterprise, is quite incomprehensile.plete the Piedmont & Cumberland, and that, Certainly, no motive for such a strange course without authority from the stockholders, but has been shown. But, apart from the im- by virtue of their control over the West Virprobable character of the allegation, it is not ginia Central as majority stockholders, and supported by the evidence. The Piedmont in their capacity as officers of the two com & Cumberland road was located by an ex-panies, they made an agreement under which perienced and competent engineer, who was the West Virginia Central undertook to oper the chief assistant of the late J. N. Du Barry, ate the Piedmont & Cumberland upon such at that time second vice-president of the terms as would benefit themselves as stockPennsylvania Railroad Company. He made holders of the Piedmont & Cumberland, and a careful examination of the route of the pro- would permanently better and improve the posed road, and selected, according to his latter road, to the detriment of the stockhold

to receive 60 per cent of the gross revenues, and accompanying the resolution was a draft of the proposed lease. A substitute was moved to the effect that the proposed lease be referred to the board of directors for examination, with a view that it might be determined whether its provisions would "promote and protect the interests of the company." Thereupon Governor Whyte proposed the following amendment, which was adopted without any dissenting vote, so far as the minutes disclose, though Mr. Shaw was present in person, viz. : Resolved, that the lease proposed be referred to a committee of three stockholders, to report as to the propriety of its acceptance, to an adjourned meeting of the stockholders, and when this meeting adjourns, it shall be adjourned to the 15th day of March, 1890, at 12 M., at this place, when this subject shall be considered." On the 15th of March, when the meeting of stockholders recouvened, the committee appointed under Governor Whyte's resolution reported the form of a lease which they had prepared, varying somewhat the terms of the one proposed at the meeting in January, and recommended that the percentage of gross earnings to be paid to the West Virginia Central by the Piedmont & Cumberland should be 63 per cent instead of 60 per cent; but no action was taken by the stockholders, because the injunction applied for and issued the day previous was served before the meeting assembled. These facts demonstrably show the errors of the averment which charged that the Messrs. Davis and Elkins designed to use the power which they held as owners of a majority of the West Virginia Central's stock to compel the ratification and acceptance of a lease which they, as officers of the West Virginia Central, had agreed on with them. selves, as officers of the Piedmont & Cumberland road.

ers of the former road. There is no founda- | costs and expenses of operating the road and tion in the evidence to support this accusation. The West Virginia Central began to operate the Piedmont & Cumberland in August, 1887; and while the road was then, as is necessarily the case, to a greater or less extent, with all newly built railroads, less complete than it was made afterwards, yet, so far from its being unfit for the transportation of freight, it is in testimony by the superintendent that from that day up to the time he was examined as a witness there never had been a car derailed, or, as he states it, there never had been a wheel off the track. He further testified that the road was well ballasted with stone, except in a few bottoms, where sand ballast was used, and that, when turned over to the West Virginia Central to be operated, it was superior to the condition of the Parkersburg Branch of the Baltimore & Ohio when it was turned over to the latter company. Going no farther back than Jan uary, 1887, we find that Mr. Davis and the directors, among whom was the plaintiff, Mr. Shaw, stated, in the annual report to the stockholders of the West Virginia Central Company, that it would probably be found to the interest of the West Virginia Central to operate the Piedmont & Cumberland road, which was not then completed; and accordingly, at the meeting of the new board of directors, convened the next month, a resolution was adopted conferring upon the president, Mr. Henry G. Davis, full authority, with the advice and assistance of the company's counsel, the Honorable William Pinkney Whyte, to make such an agreement for the operation of the Piedmont Cumberland road by the West Virginia Central, as he might | deem best, in the interest of the West Virginia Central, and directing him to report the result to the next stockholders' meeting. In January, 1888, Mr. Davis reported to the stockholders of the West Virginia Central, at their annual meeting, that no permanent We come now to the averment that large arrangement had been made for the lease of sums of money, expended on account of conthe Piedmont & Cumberland road, but that struction of the Piedmont & Cumberland the latter road was then being operated by road after August 1, 1887, were improperly the West Virginia Central for 60 per cent of charged to the West Virginia Central, and the gross earnings of the new road. And improperly paid by it out of the 60 per cent this statement was repeated in the annual re- of gross earnings received by it for operating port made to the stockholders of the West the Piedmont & Cumberland road, while they Virginia Central in January, 1889. These should have been charged to the Piedmont & reports of 1887, 1888, and 1889 were all unan- Cumberland, and should have been paid out imously adopted and approved by the stock- of its 40 per cent of those earnings. The total holders of the West Virginia Central. This aggregate of these alleged erroneous charges, temporary arrangement, under which the as calculated by Maj. Buckley, an expert West Virginia Central operated the Pied- accountant produced by the plaintiff, is the mont & Cumberland road up to the time of sum of $32,248, and without pausing to exthe filing of the bill, was therefore not made amine the lengthy statement item by item, merely by the officers of the two companies, we will assume that the aggregate amount but its terms were known to, and fully and was improvidently charged to the West Vir explicitly ratified and approved by, all the ginia Central, and that upon a strictly techstockholders of the West Virginia Central nical system of accounting the whole of this who were present or represented at the annual should have been paid by the Piedmont & meetings of 1887, 1888, and 1889, without Cumberland company; but still the material dissent. At the annual meeting of the stock question recurs, Was the charge of this sum to holders of the same company in 1890, where the West Virginia Central, as made, made 54, 268 shares out of the 55,000 issued shares merely in error, or in bad faith, or fraudu were represented in person or by proxy, a lently? If made in good faith, though inacresolution was offered by one of the stock-curately made, a court of equity has no juholders proposing to lease the Piedmont & risdiction, at the suit of a stockholder, to Cumberland road, the lessee to pay all the readjust the account. Under such conditions,

the company injuriously affected must itself | to have been paid by the West Virginia Censeek the appropriate redress. Courts cannot tral; and, therefore, whatever error he made intervene, in the absence of fraud or illegal- in the first instance was more than counter. ity, or where the act is not ultra vires, to con- balanced by the subsequent error against the trol, manage, or regulate corporate business. Piedmont & Cumberland road. There is one The question of ultra vires has nothing to do other account alluded to, which may be diswith this branch of the case. The leasing of posed of in a very few words. There is an the one road by the other was perfectly law- allegation that there is money due by the ful, and a mere dispute as to the method of Piedmont & Cumberland for advances made keeping certain of the accounts between them to it by the West Virginia Central for origcould not raise an issue of ultra vires, espe- inal construction, and growing out of other cially when there is no unvarying, fixed, or dealings since. The evidence, however, unbending system controlling the classifica- shows that it is the West Virginia Central tion of items in such an account as this. which is indebted to the Piedmont & CumBut the evidence signally fails to show any berland. fraud whatever in this transaction. It is What we have said in considering the suboften a debatable matter whether particular jects just discussed applies equally to so items ought to be charged to operating ex- much of the prayer of the bill as relates to penses or to construction account. Differ- the relief sought by way of account; and, ent accountants may honestly disagree as to without repetition, we need only add that which of the two accounts a given item the plaintiff has failed to support by evishould be charged. Necessarily, then, some dence the averments upon which the jurisdicofficer of the lessee company must, in the first tion to grant that particular relief depends. instance, decide the question. If he decides There is no pretense that the two companies wrongly, it does not follow that he has de- had not the necessary powers, under their cided wrongfully or fraudulently. This is charters and under the laws, to enter into the made perfectly clear by Mr. Keyser in his business relations out of which these quesintelligent testimony, from which we now tions of account arose. The transactions quote briefly: "Taking the two accounts to themselves were not illegal, and, however gether and looking at them from all the light erroneous the accounts may be conceded to that I can get, I should say the president of be, when considered from the standpoint of the West Virginia Central & Pittsburg Rail- a professional accountant, there has been litway Company had dealt liberally by the erally nothing adduced to show that the alPiedmont & Cumberland road in his method leged errors were fraudulently or designedly of charging these accounts. If the system of committed, with a view of benefiting the an accountant was to be adopted, and every stockholders of the Piedmont & Cumberland item charged upon the strict basis of a con- Company at the expense of the stockholders struction account, I think the carrying out of the West Virginia Central Company. of that principle would eliminate a large Nor does the making of a lease by the Piedamount of these charges against the Piedmont mont & Cumberland road to the West Vir& Cumberland road growing out of the flood. ginia Central Company necessarily depend In other words, I cannot see how the presi- upon the state of antecedent accounts between dent could be tied down to any strictly de- the two companies. Whatever unadjusted or fined method of accounting that would enable erroneously adjusted accounts there may be him to accept, on the one side, Mr. Bulkley's can as readily be balanced and settled after, accounts, and, on the other side, justify him as before, a lease has been executed. And in his method of charging the Piedmont & if the proposed lease be not ultra vires or unCumberland road with these large items of lawful or fraudulent, no court, at the inpractical repairs,—because that is what they stance of a minority stockholder, or at the were,-growing out of an unusual and dis- instance of any one else, has the power or astrous flood. I think the discretion the right to restrain the majority from deal. in a case of this kind should be placed in ing with the property as they may deem the hands of the president, in the absence of most advantageous to their own interests. anything which binds it down by any defi- Any other doctrine would put it in the nite rule, as adopted by the two companies. power of a single stockholder, owning but I think, in this case, and I speak one share out of many hundreds, to transfer now as a stockholder in the West Virginia the entire management of a corporation to a Central road, that, looking at these accounts, court of equity, and would effectually deand looking at the lease as I did when I was stroy the right of the owners of the property on the committee, and in the absence of any to lawfully control it themselves. It would thing in the way of a definite, clear provision make a court of equity practically the guardfor this business between the two companies, ian, so to speak, of such a corporation, and that the matter of stating the accounts has would substitute the chancellor's belief as been a fair one on the part of the president, to what contracts a corporation ought, as a and if I were to criticise it at all, I should matter of expediency, or policy, or business say he leaned against the interests of the venture, to make, instead of allowing such Piedmont & Cumberland Railroad in charg-questions to be settled by the persons beneing rather too much." But there is still another view of the subject. While President Davis charged up this sum of $32,248 to the West Virginia Central, he charged to the Piedmont & Cumberland a much larger sum for other and different expenses, which ought

ficially interested in the property. No such arbitrary or dangerous power has ever been claimed by any court, and, if laid claim to, it would never be tolerated in a free government. The injunction granted on March 14, 1890, prohibited the making of a lease upon

the terms of 60 per cent of the gross earnings, or any other lease, until the further order of the court. Apart from all questions of ultra vires, illegality, and fraud, this power, thus assumed, undertook to reserve to the court the authority to prescribe the terms of any lease, because it prohibited the making of any lease without the court's leave. When the terms are not agreed to, the conditions not named, and the covenants not formulated, what authority exists in the chancellor to assume in advance that an act ultra vires, or that fraud or illegality, will be attempted? In the case at bar the lease which was actually prepared under the circumstances we have already stated at large-which are a flat negation of any fraud or secrecy-made no

provision for a 60 per cent, but for a 63 per cent, proportion of the gross earnings, and there is nothing to show, even if we had the right to go into an examination of the subject, that such a proportion of the gross earnings would be an unfair or inadequate rental. As the court had no power to decree a lease, so it had no power to prescribe the terms of one. It could prohibit the doing of an act ultra vires, illegal, or fraudulent. Beyond that it could not go. As no such act was before it, it did right in dissolving the injunction, and in dismissing the bill. For the reasons we have given we will affirm the decree appealed from.

Decree affirmed, with costs above and below.

GEORGIA SUPREME COURT.

City of ATLANTA, Plff. in Err.,

Ο.

Mary J. WARNOCK.

(........Ga.........)

*1. The municipal government of At. lanta, though invested by statute with *Headnotes by BLECKLEY, Ch. J.

NOTE.-Injunction against a nuisance maintained by a municipal corporation.

Drainage generally.

plenary powers over the subject of streets, sewers, drainage, water supply and sanitation, has no right to create and permanently maintain a nuisance dangerous to health and life, which nuisance consists of openings, called "manholes," in a sewer located in a public street contiguous to the dwelling of a citizen, the manholes being allowed to emit poisonous gases in large quantities through perforated covers placed over them.

could not arise for several years. Morgan v. Binghamton, 102 N. Y. 500.

restrained by injunction under the Public Health Act or the River Pollution Act of 1876. Atty-Gen. v. Guardians of Poor of Dorking Union, L. R. 20 Ch. Div. 595-609, 51 L. J. Ch. 585, 46 L. T. N. S. 573, 30 Week. Rep. 579.

Where the main sewer has been used for twentyfour years, a sanitary authority which did not conOrdinarily, a city will be enjoined from using or struct sewers which are a nuisance but only perconstructing a sewer or drain so as to create a nui-mitted them to be used as formerly, cannot be sance by causing a deposit of filth or noisome smells adjacent to private property. Vick v. Rochester, 46 Hub, 607; Pettigrew v. Evansville, 25 Wis. 223, 3 Am. Rep. 50; Stoddard v. Saratoga Springs, 127 N. Y. 261; Beach v. Elmira, 22 Hun, 158; Dierks v. Addison Twp. Highway Comrs. 142 Ill. 197; Butler v. Thomasville, 74 Ga. 570; Danbury & N. R. Co. v. Norwalk, 37 Conn. 109, approved, Mootry v. Danbury, 45 Conn. 550, 29 Am. Rep. 703; Flouer v. Local Board of Low Leyton, L. R. 5 Ch. Div. 347, 46 L. J. Ch. 621, 36 L. T. N. S. 760, 25 Week. Rep. 545.

An injunction will be granted against a city discharging sewage on lands of an adjacent town under provision of the statute authorizing a board of health to restrain by injunction such nuisance. Gould v. Rochester, 105 N. Y. 46, reversing 39 Hun, 79.

And a license for discharge of sewage from a particular district will not authorize the discharge of sewage from a larger one. New York Central & H. R. R. Co. v. Rochester, 127 N. Y. 591.

The foregoing cases support the doctrine in the main case.

But in the case of Atty-Gen. v. Clerkenwell [1891] 3 Ch. 527, 60 L. J. Ch. 788, 65 L. T. N. S. 312, an injunction was refused to restrain the discharge of sewage from one district into another, where the first district had authorized private connections with the sewer, the remedy being a private suit against the inhabitants.

And equity will not restrain the construction of a sewer if there is adequate remedy at law. Iron Works v. Borough, 3 Lanc. L. Rev. 107; Clapp v. Spokane, 53 Fed. Rep. 515.

And an injunction will not be granted where the evil anticipated was uncertain and contingent, and

Drainage into watercourse.

A city will be enjoined from discharging sewage into a stream, polluting the water and causing a large deposit of filth. Goldsmid v. Tunbridge Wells Imp. Comrs. L. R. 1 Ch. 349, 35 L. J. Ch. 382, 12 Jur. N. S. 308, 14 L. T. N. S. 154, 14 Week. Rep. 562; Woodward v. Worcester, 121 Mass. 245; Spokes v. Banbury Board of Health, L. R. 1 Eq. 42; Demby v. Kingston, 60 Hun, 294; O'Brien v. St. Paul, 18 Minn. 176; Holt v. Rochdale, L. R. 10 Eq. 354, 39 L J. Ch. 761, 23 L. T. N. S. 43, 18 Week. Rep. 885; Bell v. Rochester, 33 N. Y. S. R. 739; Hardinge v. Southborough Local Board, 32 L. T. N. S. 250.

Or into a pond. Schriver v. Johnstown, 71 Hun, 232.

Under Indiana Acts 1867, p. 63, providing that a change in the grade of a street shall not be made before damages are tendered, a city will be enjoined from changing a highway so as to cause the drainage to ruin the water for a raceway of an hydraulic mill outside the city, where damages have not been tendered. Columbus v. Hydraulic Woollen Mills Co. 33 Ind. 435.

And 18 & 19 Vict., chap. 20, authorizing a sewer to be carried under a highway, does not grant power to convey into a river. Atty-Gen. v. Metropolitan Board of Works, 1 Hem. & M. 298, 9 L. T. N. S. 139, 11 Week. Rep. 820.

An injunction was granted to prevent a city from discharging its sewage into a private river,

See also 46 L. R. A. 636.