PIONEER com Mm. co. v. BAKER. 9
facts alleged are such asentitle the complainant to relief upon the
face of the bill. Whatever technical name may be given to the trans-
action, it was intended to put the title of the mine and property of
the corporation in the hands of Baker, for the purpose of working
and developing the mine, paying the expenses and designated indebt-
edness of the corporation, and compensation for his own services, out
of the proceeds; and when this should be accomplished, or when the
money and expenses provided for should be otherwise paid, to restore
the property remaining to the Pioneer Mining Company.
lt is alleged in the bill that those moneys so intended, and secured
to be paid, have all been paid out of the proceeds of the mine. lf
not, that the complainant has offered to pay, and that it is now ready
to pay, any balance that may be found due on an accounting. lf
these allegations are true, and the demurrer admits their truth, then
the indebtedness of the Pioneer Mining Company, contemplated, has
been paid out of the proceeds of the property of this company, and
not out of the property of Chapman and Sayre, or of either of them;
and the complainant, the successor in interest of the Pioneer Mining
Company, is entitled to a reconveyance of the mine and other prop-
erty sold under the judgment mentioned; andif the defendant refuses
to reconvey, then, clearly, it seems to me, it is entitled to the relief
prayed in the bill.
On the other point, that Chapman and Sayre are indispensable
parties to the bill, I do not know what the pleadings and proceedings
may develop in the subsequent stages of the case, but there is nothing
on the face of the bill, as it now stands, to show that Chapman and
Sayre are indispensable or necessary parties to the bill. No relief
is asked against them, and it does not appear that they personally
` claim any interest in their own behalf either against the complainant _
or the defendant. The court can order them to be brought in at
any time when it appears that the rights of the present parties to
the bill cannot be fully and nnally determined without their presence.
They would, perhaps, be proper parties, but there is nothing disclosed
on the face of the bill as it now stands to render it necessary to make
them parties. As before stated, the agreements first set out were
made in the name of the corporation. The subsequent agreements
in the names of Chapman and Sayre, in form, all recognize the title
of the property-as being in the corporation, and all the agreements
and proceedings relate exclusively to the property and the indebted-
ness of the corporation, and are intended to facilitate the payment of
the indebtedness of the corporation out of its own property.  
man and Sayre were, in fact, two out of the three trustees, and they
owned all the stock except one forty-eighth part. According to the
allegations of the bill, the indebtedness of the corporation had been
paid out of the proceeds of the working of the productive mine, owned
by the corporation, subject only to the incumbrances indicated, in
pursuance of the terms of the various agreements, and of the trusts