i 18 FEDERAL Bnroarua. .
Now,unless this evidence is rebutted,—and Mr. Coit does not come
forward to contradict it in theslightest degree,-unless this evidence
is rebutted,—it seems to us perfectly clear that the conclusion must
be deduced that Mr. Colt knew of this whole transaction, and ac-
quiesced in it; and since he received the same security he had before,
and perhaps an additional security,—because the agreement between
him and the company says that he was to have all their new property,
‘ new buildings, etc., and the Mansion House,—how can he complain of
of the issue of the stock? Under these circumstances, to make the
stock, or the supposed subscriptions to the stock,—for the counsel is
right in saying that stock issued to a party, which he receives, is the
same as though he subscribed for it,—to make the stockholders liable
personally to Mr. Coit, on the ground that it became a trust fund for
his benefit, would be, instead of promoting justice, promoting injus-
tice. It would enable Mr. Coit, by a mere trick of the law, to take
money out of the pockets of these men which he never expected or
relied on. ‘ .
In deciding cases like this we must look into the nature of the
transaction, the mutual relations of the parties, and the general·hab·
· its of the business community in reference to transactions of this
kind. We must not put strained and forced constructions upon the
acts of parties which will promote the ends of injustice rather than
those of justice. We are therefore brought to the conclusion on the
whole case (and there is evidence to which we have not adverted)
that this bill cannot be sustained, but must be dismissed.
We have thus merely indicated, in a conversational way, the gen-
eral line of thought upon which we have based our conclusion, and ~
have not thought it necessary to advert to other considerations tend-
ing in the same direction, such as the fact that the title to the land
purchased of Howes could not be perfected, and the issue of new
stock was revoked, and the parties reinstated to their original shares.
Bill dismissed. ` s