\
smniemsntv. sr. ·1’JOIlISI&-`.8.·.F. a. oo. 89
details, not only as to obligations and rights of stockholders, but as _
to their duties, respectively, to each other and to the public, particu-
larly to the state, to which annual reports were to be made, etc. The
construction of the road was to be commenced within 10 years and
completed within 20 years thereafter; a fair record of the whole
expense of constructing the road to be kept, with the privilegere-
served to the state to purchase the same, at rates named, at the ex- '
_ piration of 50 years. It is clear that the action of the corporation
in transferring all its property thus formed was beyond its corpo-
rate authority, and evasive of its chartered obligations. The conclu·
sive effect of what was done was to fasten a lien on the assets trans-
ferred prior in right to the mortgages.
The demurrers are overruled.
Snnrcmu v. Sr. Louis & S. F. B. Co. and another. (Two Cases.)*
(Ozlrcuit Uourt, E. D. Missouri. September 25, 1884.)
1. Eovirr-SALE on Srocx Uivnnn Vom Execurioue-Rrenrs or Plurrx uw
Wuosm Num Ir Brnnns on COMI’ANY’B Booxs. ’
A. obtained a judgment against B., a corporation, and after execution had
been issued and returned nulla bona, filed a motion against C., falseliy alleging
that U. was a stockholder in B., and was liable to B. for payments ue on his
stock, and without any legal notice to C., or service of process upon him, ob-
tained execution against him, and levied upon, and sold at sheriff’s sale certain
shares of stock in D., (a corporation,) which stood in C.’s name, but part of which
had long before been sold by him, and the certificates thereof transferred to the
purchasers. The purchasers at the sherif:’f’s sale bought with notice of the fact
that that part of said stock which had been sold by U., had been so sold. It is
provided by a by-law of D. that no transfer of its stock shall be allowed, ex-
cept by the stockholder in person, or by a properly constituted attorney, and
that, at the time of the transfer, the old certificates shall he surrendered and
canceled before new ones_ are issued. The purchasers at said execution sale ,
seek to have said stock transferred to them on D.’s books, in order that they
may derive some benefit from it. D. refuses to recognize them as owners. B.
now brings his bill to enjoin such transfer, and have the execution under which
said stock was sold declared void.' Held, that under the above facts he is en-
titled to relief from any further action under said execution.
In Equity. Demurrer to bills.
The facts in the cases are similar. The bills state, in substance,
that one William C. Wilson, defendant, having obtained a judgment
against the M. C. & N. W. R. Co. for about $70,000, and had
an execution issued which was returned nulla. bona, filed his motion
for execution against complainants in the St. Louis circuit court,
falsely alleging that complainants were stockholders in said company,
and liable in a large sum for payments remaining due to said com-
pany on their stock, and without any service of process or legal no-
ilteported by Beni. F. Rex, Esq., of the St. Louis bar. n