PIONEER com Mm. co. 2:. BAKER. 5
object was the same,-the payment of this very indebtedness of the
company to Baker, and also the indebtedness of the Pioneer Mining
Company due to the Bank of La Porte, and also the debt of the com-
. pany to the California Powder Works, nearly $20,000 due to the last-
named parties. Now, it will be observed that the sole object of this
contract "A" was to pay an indebtedness of the-company to Baker,
and, as modified by contract "B," the indebtedness to the Bank of La
Porte and the California Powder Works, in addition to the indebted—
ness due Baker. These debts paid, Baker had no further demand or
claim upon this property. If it be assumed that Chapman, as pres-
ident of the company, and Sayre, as one of the directors thereof, in
any of the contracts which they severelly or jointly entered into with
Baker, acted solely in their individual capacity, in violation of their
duties as directors of the Pioneer Mining Company and in derogation
of the rights of the stockholders of that company, it will be sufficient
to say it was beyond their capacity as directors of that company to
bind the company by such contracts; but if any benefits accrued to
the Pioneer Mining Company by virtue of any of those contracts the
· company is entitled to the benefits arising therefrom. But taking all
of the facts together, as alleged in the bill, no such presumption
arises. They may have been careless in the manner in which they
executed these contracts, but nothing criminal or fraudulent appears —
therefrom. They were, all of the time and in all of these contracts
which were made, contracting about and handling the property of the
Pioneer Mining Company for the purpose of paying and discharging
those debts. Certain sales were made upon judgments, and the same
purpose and object runs through all of those sales. They were per-
mitted to be made, and were made, in the interest of the Pioneer
Mining Company, and to save the property, if possible, for the com-
pany, and to prevent its passing from its control. They were made
pursuant to an understanding and agreement between Baker and the
company, and for its benefit and not its ruin. Baker subsequently
executed a mortgage upon this property to secure the payment of the
judgment of the California Powder Works obtained against the Pi0~
neer Mining Company, but he executed it only upon and with the
written consent of Chapman, and all the time, in all their transactions,
4 it seems to me patent, not only that Baker so understood it, but that
Chapman and Sayre also understood that they were managing and
handling this property for and on behalf of the Pioneer Mining Com-
pany, and to save it for the company. Neither Baker nor Chapman
nor Sayre ever assumed to contract in reference to this property upon
any other basis than that it was the property of the Pioneer Mining
Company, and not the property of Chapman or Sayre, or both, and
all of the transactions between these parties, from first to last, had
but one object, to-wit, the payment of the various debts of the Pioneer _
Mining Company, due Baker and others. Baker all the time knew
that the property involved in these contracts and sales was the prop-