LANGDON v. rose. 9
illegally issued, and proceeded to put it on the market as full-paid
stock, and sold more or less of it, as the complaint states, for their
individual profit. The complainant thereupon sues, not for his indi-
vidual injury, but for and in behalf of the-corporation itself, which, as
he alleges, is disabled through the defendants being a majority of the
board of trustees. For the corporation to sue for the profits on sales
of stock thus issued would seem to import a ratification by thecor-
poration of the issue itself, which, upon the facts stated in- the com-
plaint, was plainly illegal and incapable of such ratification., Waiv-
ing this objection, however, as the stock is not alleged to have been
taken or sold for the joint use or proht of the five individual defend- I
ants, each defendant can only be held liable to account (if such a
transaction is capable of ratification so as to sustain any action for
such an account) for what stock he caused to be sold, andgthe prodt
he individually made upon it. No community of interest among the
individual defendants is alleged, and no ground is stated upon which
either one could be held accountable for anyprofits made by the
others. Franklin v. Jenkins, 3 Wend. 130; Pom. Bem. §§ 308-310.
The claim for such profits as against each separate defendant, what-
ever it may amount to, can therefore be wholly determined without
the presence of the other individual defendants, and this branch of
the case-—i. e., this "controversy" as to each defendant-—-is therefore
severable, and the case must, therefore, be held properly removed.
The corporation defendant, having the same interest asthe plaintiff,
is classed with the plaintiff as respects removal. Removal Cases, 100
U. S. 457; People v. Ill. Cent. R. Oo. 16 Fm:. Bar. 881, 888.
If the illegal issue of the stock be viewed as wasting or misapply-
ing possible property or means of the corporation through the joint
action of the trustees, it would present the case of a joint and several
tort, (Harden v. Newton, 14 Blatchf. 379; Pom. Rem. § 810; In re
Alexander, 21 Ch. Div. 149, 161; Flitcroffc Ou-se, Id. 519; In re
Anglo-French, etc., Id. 492; Rule 51 in Equity;) and the decision in
Kerling v. Cotzhausen, 16 Fan. Rm?. 705, inywhich Mr. Justice HAR-
muooncurred, would be controlling that the first branch of the com-
plaint would also bo severable at the option of thenon·resident,,Fisk.
The motion to remand is, therefore, denied.