14 rmmnu. snronrmn. _
assigned, transferred, and conveyed to the former by the latter to
hinder and delay his creditors, and that the plaintiff is the assignee
of said decree in trust for Martin White, a creditor of said Elliott. The
defendants demur to the bill separately, and assign numerous and dif-
ferent causes of demurrer, that on the argument were resolved or con-
_ densed into these: (1) The non-joinder of necessary parties, plain-
tiff and defendant; (*2) the contract on which the plaintiff seeks to
recover is void for champerty; and (3) the plaintiff has been guilty
of laches. The facts stated in the bill are substantially these:
On September 12, 1868, Elliott formed a partnership with Ben
Holladay and one C. Temple Emmet, by the name of "Ben Holladay &
Co,," for the purpose of constructing and operating railways in Ore-
gon, and thereafter the said partnership was engaged in the construc-
tion of the Oregon Central Railway Company, until November 5,
1869, when Holladay and·Emmet commenced a suit against Elliott
in the circuit court for Multnomah county to dissolve said partner-
ship and settle the accounts thereof, which suit was afterwards trans-
ferred to the circuit court for the county of Marion, in which court,
on September 28, 1877, a decree was entered dissolving said partner-
ship, and adjudging Elliott to be indebted to the other members of
the partnership in the sum of $470, from which decree Elliott took
an appeal to the supreme court of the state, wherein, on August 15,
1879, a decree was given dissolving said partnership, and providing
that Elliott recover from Holladay the sum of $21,919.46, and from
Emmet the sum of $8,596, with his costs and disbursements in that
court, no part of which sums have been paid to Elliott, and there is
now due on said decree from Ben Holladay said sum of $21,919.46,
with legal interest from August 15, 1879. v
‘ On February 10, 1874, Elliott, being unable to meet the expense
of this litigation with his partners, applied to Martin White, then and
now a citizen of California, for a loan of $12,000, "to enable him to
defend said suit, and for other purposes," and offered to secure the
payment of the same by an assignment "of all his right, title, and
interest" in said suit to the plaintiff, in trust for said White, where-
upon the following contract was duly made and signed by the parties
thereto:
“Memorandum of agreement between S. G. Elliott and Martin White, made
the tenth day • February, 1874.
. "A controversy exists between S. G. Elliott and Ben Holladay, and others,
relating to the night of said Elliott in and to the Oregon Central Railroad
Company, and its stock, bonds, franchises, and other property, which con-
troversy involves substantially all the property and rightsof the said com-
pany; and, among otherthings, at least three million two hundred thousand
(3,200.000) dollars of the bonds of said company. ,
. "For the purpose of asserting and maintaining his rights in said contro-
versy, said Elliott has borrowed from Martin White the sum of twelve thou-—
sand (12,000) dollars in gold coin of the United States, and has agreed to re-
pay the same within one year from the date of the last installment thereof, as