PIONEER eoLb MIN. oo. v. BAKER. A 7 '
man and Sayre are now stockholders in the company, they will, by
this action, be benehted to the extent of their interest in the com-
pany, whatever the interest may be. If they are not stockholders,
they have no interest in the matter, one way or the other. It is
barely possible that they might have been joined as proper parties,
though I do not see that point clearly; but I do not think that in any
sense they are necessary parties to the bill as made. There is no
relief demanded against them. There is nothing demanded of them,
one way or the other. They merely appear in this case as actors in
the contracts and matters set forth in the bill. Their actions in the
various matters set forth are those of directors of the company, and
no claim or demand is made against either of them. We therefore
think that, even if, under any construction, they might be proper _
parties to the bill, they certainly are not, from anything disclosed
upon the face of the bill, necessary parties thereto.
The demurrer, therefore, is overruled upon both points.
Sawrsn, J., (orally, concurring.) I desire to make an observation
or two in addition to what has been said by my associate. There is
some point made and a considerable argument had on the fact that
there was no valid conveyance from the Pioneer Mining Company to
Baker. t These parties, Chapman and Sayre, so far as appears, were
not authorized to convey, and they did not attempt to convey, to
Baker. There does not purport to be any conveyance from them to
Baker. The legal title,-which became vested in Baker, did not pass
through that channel, but through a purchase at a sherif`f’s sale under
the judgment in favorrof the California Powder Works, instead of
another decree of foreclosure in favor of Baker for   as it
seems to have been at first contemplated. But the sale and purchase
were made in pursuance of an express agreement and understanding
that the mine and other property of the Pioneer Mining Company
should be redeemed upon terms expressed in the agreement. The
result of the various agreements, in substance, was that Baker should
purchase the property in question at the sheriif’s sale under the pow-
der works judgment; should have possession, work, and develop the
mine, pay all the necessary expenses, together with a reasonable
compensation for his own services, and pay the amount of his own
claim against the company, the powder works judgment, and all
other indebtedness of the Pioneer Mining Company specihed in the
agreement, within a designated time, out of the proceeds of the mine;
and when this should be accomplished, or when the sums provided
for should be otherwise paid, on behalf of the Pioneer company, the
property remaining should be restored to said company, or to said
Chapman and Sayre. The time within which this was to be done,
so as to prevent the title becoming absolute, was limited. The sale
took place and the purchase was made by Baker under the powder
works judgment, and the title vested in pursuance of the agreement,