6 FEDERAL. REPORTER.
erty of the Pioneer Mining Company; that it did not belong to Chap-
man and Sayre individually, or to either of them, and he knew their
official relation to the Pioneer Mining Company. If, then, it be true,
. as alleged in the bill, that Baker has been fully paid, or has been
tendered the full amount due him, and for which this property was
pledged to him, the Pioneer Mining Company, or its successor in
interest, the plaintiff herein, is entitled to a surrender of the prop-
ierty. It was upon this very condition that he was given possession
of the property, and under which he has held it and worked the mine.
All that Baker has a right to demand is that his debt be paid. The
bill alleges that Baker has taken from the mine sufficient money to
pay his debt; it also alleges that he refuses to account for the moneys
taken from the mine; and it also alleges a tender and demand—a
tender of anything that may be due. If these matters set forth in
the bill are true, and of course we take the bill as true, it seems to us
very plain that Baker, having received from the company, after going
into possession of the property, all that is due him, ought to, and
must, surrender the property to the company or its successor in in-
terest. ‘
I may observe that in the contract made December 20, 1878, be·
tween Chapman and Sayre and Baker, Baker expressly agreed that
. he would not sell or incumber the mine. The contract provides for
the redemption of the property when the debt is paid. In 1882 Baker
extended the time for the redemption of the property. Now, if these
things demonstrate anything, it appears clear to my mind that Baker,
in each and eve1·y one of these transactions, and Chapman and Sayre
also, considered that he, Baker, merely held this prope1·ty as a pledge
to be handled by him to pay himself his indebtedness; and if he has
been paid he ought to surrender the property to the owners.
This is all as to the first point of the demurrer.
As to the second point raised, that Chapman and Sayre should be
" made parties to the bill, whatever Chapman and Sayre may have
done in and about this property and in making these contracts, they
acted, in their official capacity, for and on behalf of the Pioneer Min-
ing Company. It is possible, and I believe it is true, that they signed
some of these contracts individually, and not in their official capacity;
and it might seem, viewing the contracts alone, and not in connection '
with all of the facts set forth in the bill, that they were of a personal
nature. As I observed before, if they sought to do anything in dero-
gation of their duties as trustees and directors of the company, to
that extent their contracts might be held void; but, to the extent to
which their acts and contracts were beneficial to the company, the
company would have a right to the enjoyment of such benefit. All
of the contracts which they at any time made were made in regard to
the property of the company. They did not assume to own any of
` the property themselves. They were merely stockholdersand direct-
ors in the Pioneer company, which fact Baker well knew. If Chap-