J'EDERAL ·ltEPomD, yolo 42. tiao. ItSri1$llEiS to hold, and it is'nowheld for the purpose of this that aforeiglil. judgment in :personam; rendered ina court of a civilized countrY',>havin-g jUrisdiction of the in a cause involving the ,collsiderll:tion of· ordinary mercantile transactions between the parties, and inwMch the defendant appeared and litigated, is, when sued on here, conclusive to the sarne extent that a domestic judgment is conclusive. Judgment isordel'ed for the defendants upon the plea.
iKJl:asumet.,al. v. CONTINENTAL CoNSTRUCTION &: IMPROVEMll:NTCO.
<OirCtl,it Court, D. OCY1I:necti,cUt. A'pril 7. 1890.)
.. ' " Where a stockholder, proceeding under Gen. St. Conn. 1888. § '111es a bill in a ' to ,have the affairs .of the. cQrporationwound up; ana its :effects dis. .federal tributed, on the ground that it h/1s abandoned the business for which it was izoo l l'ea-ve will be plaintiff to ille a supplemental· bill setting up that S1008 'i ,t!le his spit defe1;1dal1t,. under sectionl948, 'Voted to discon. t10ue Its bus1Oess, and to distrIbute Its capital stock among the stockholders, and "has obtained ·an order from a st-ate court. limiting the time within which claims of :ereditors shall be presented, anq prayjug' an injunction to it from acting thereunder.' '. ., . 2; SAME-JURISDICTION"':'INJUNCTION. But a (or temporary injunotion to restrain defendant, from proceedinA' under will not De as it merely limits the time for presenting creditors' claims, and in no way oonfticta With or impairs the jurisdiction of the caseftr1jt acquired by the fedeml court. . '. ,." :
InEquity·. : On motion for to file supplemental complaint and. for an injunction. F. J. Stimson and Morris W. Seymour, for plaintiffs. , Adrian H. Joline, for defendant. SHiPMAN,J. A statute of the state of Connecticut authorizes the superior cour:t of the state, as a court of equity, on the application of a stockholderlOfa organized under its laws, to wind up the fairs of [email protected]
CONT'i'NENTAL' CONSTRUCTION & IMPROVEMENT CO.
BOme testimOliy, !but' havenbt closed ,their proofs. 'iOn, December 31,
1889; the defendant, at a special meeting called for that purpose, voted to discontinue its'busin'ess, and to distribute its capital stock. The as· sets of said company consist of common 'and preferred stock of the Fitch. burg Railroad Company. The directors distributed 20,825 shares of said, preferred stock among 'the stockholders, and ,reserved 7,948 shares to meet claims against the ,company. Section 1943 oHhe General Statutes of Connecticut provides as follows: "When the stockbolders()f any corporation constituted undert..,-·laws of this state,shallhavevoted todiscontinu6 its;businessamldistribute its capital &t,Qck amongitsstockholders.-ittnay sllperiorcourt in the county 'V,here it is located, or to, any jUdge, pf court in vacation. for an order lbnitlng a time for the creditox:s ofsaidcorpoflltion to present their claims against it to its directors, and said court or jUdge Jl;laJ make such order limiting not less: than two moriths from its dale, alll! allitll' prescribe' the notice that shall be given thereof to said creditol's; and aU claims not presented in pursuance ofSaid order shall be barred of a recovery. And any claim presented. which shall be rejected by the directors,sbaU be barred, unless the owner thereof Ilhall commence an action to enforce the same within four months after he IlpaU written notice of its rejection." . In pursuance of the votes passed, at said meeting of December 31; 1889, the directors presented an ex parte application to the superiol' court for New Haven county,praying for an order under said section; and said court ordered on January 3, 1890, that three months from said day for the presentation of claims against said corporation to its be directors, and directed the manner in which notice to creditors should be given. The complainants have now moved for leave t061e a supplemental bill alleging the facts which occurred at and after said meeting, and praying for an injunction restraining the defendant from proceeding uncourt, or in any way interfering in the der said order of the affairs of said corporation or winding up or distributing the flame until the further order of this court. Said motion also asks for a temporary injunction restraining the defendant from further prosecuting said proceeding in said superior court, and from proceeding under said order or any other order of said court. The foundation upon which the supplemental bill is. alleged to rest is that, pending a bill in equity, under, the Connecticut statute, by a stockholder for the dissolution of a corporation, it has no right to take measures for its own dissolution, and thus practically deprive the court of control over the distribution of the asseta It has· been justly held that, when a credit,or of.a corporation had COm menced proceedings in the circuit court against such corporation to en,· force his claim against it, the defendant could be enjoined" from taking proceedings for its own dissolution, or for the appointment of a l'ElCeivet of its effe9ts, or for the distribution thereof among its stockholders or any other persons, and from making any distribution or transfer of any of its effects." Fisk v. Railroad Co., 10 Blatchf. 518. The defendalit in thill case is not insolvent, and the complainants are fltockholders, and not creditors, so that the circumstances of the two calles are not alike;
bu:t, upon a motion for leave to file a supplemental bill, the court is not Called upon to definitely determine whether the legal position of the complainant is well taken. Leave to ;file the bill should be granted, and the questions under the bill will be determined when the issues have been formed. The other question relates to the temporary injunction. The complainants inaist that, inasmuch as the circuit court first obtained jurisdiction of the matters involved in the winding up of the defendant corporation by the bill which prayed both for such winding up and for the appointment of a receiver, this court must have exclusivl:l jurisdiction, which cannot be interfered with by another court. The general prinby Mr: Justice FIELD in Sharon v. Terry, 36 Fed. Rep. 3?'l, as follows: "Thejurisdictionofthe federal court having attached, the right of the plaintiff to prosecute his suit to a final determination therec8J)not be arrested, defeated, or impaired by any proceeding in a court of another jurisdiction." This general rule is sustained by Justice FlEW by an ample citation of authorities, and, among others, by the opinion in Taylor v. Taintor, 16 Wall. 370, in which it is said: "Where a state court and a court of the United States may each take jurisdiction, the tribunal which nrst;'gets it holds it to the exclusion of the other, until its dnty is fully performed and the jurisdiction invoked is exhausted." The general rule being well established, the question is whether the action of the superior court was such as to arrest, injure, or impair the exclusive jurisdiction of the circuit court. Section 1943 the superior court, upon an ex parte application of a corporation which proposes to wind up, to limit a time for the presentationof claims against it. 'The court takes no possession, and can have no control, of the assets, has no Do-.er of adjudication upon the claims, cannot either reject or approve tnem, and cannot order their payment. Its power is 'exhausted when it has directed creditors to present their claims. I do not perceive that the order of the superior court is in such conflict with the jurisdiction of this court, or tends to impair it, in such a manner as 'to justify the temporary injunction which is asked for, and which relates to the defendantls action under said order. I may remark, in addition; that it is not alleged in the supplemental bill, or in the affida.vits, that the complainants anticipate a fraudulent or improper payment of claims, and that neither the affidavits upon this nor upon the preceding motion impressed upon me the belief that the complainants were in serious danger of injury. This is an additional reason for waiting until the final hearing, which, I think, will be promptly had, and may show that the alleg-ations of the bill are true. The motion for leave to tHea :supplemental bill is granted, and the motion for a temporary injwiotion is denied. '
TJaAS &' P. RY. 00. 11. INTERSTATE TRANSP.
& P. Ry. Co. v.
(Circuit Court, E. D. Louisf.ana. May 18, 1890.)
NAVIGA.BLE W A.TERS-BRIDGE-INJUNCTION.
In a suit to restrain defendant from passing its tow-boats through the draw of plaintiff's bridge, at high water, with more than two barges in tow, it appeared that the at the eastern end consisted of wooden piles, and that there was no protection of any kind to prevent boats from colliding with the piles, or, in case of high water, with the bridge itself. The pier on which the draw turned was also unprotected. Complainant did not object to the use of the western draw, as the bridge-seat at that end was built on caissons, and was protected with iron pieces. Defendant introduced affidavits of 13 men experienced in the navigation of the . river that the bridge could be completely protected by lines of piling outside the pier and bridge-seat. Complainant's manager and engineer made affidavit that this would cause too great a pressure of water on the bridge, injure the channel,ete. It also appeared that in all the years defendant had navigated the river its boats had caused but a single accident to the bridge, and then the damage was slight. Helll,'that complainant failed to show either that its bridge was properly constructed, or that defel).dant's navigation of. the river was dangerous to the bridge, and that the injunctiO'D would be denied.
In Equity. On motion for injunction pendente lite. Suit by the Texas & Pacific Railway Company to restrain the Interstate Transportation Company from taking a, larger tow than two barges through the draw of complainant's bridge, at high water. Howe & P.rentiss, CW. W. Howe, of counsel,) for complainant. J. D. Hornor, for defendant. '
PARDEE, J. Assuming that the case made by'the bill is one that is within' the jurisdiction of this court sitting as a court of equity, and presents a case for equitable relief, still it appears on this hearing that two important facts, incumbent upon the complainant to establish, are left in doubt, if not actually disproved, to-wit: That the complainant's bridge is properly constructed and guarded so as to interfere as little as possible with the free and safe navigation of the Atchafalaya river; and that the actual navigation by the defendant of the said. river, with its tow-boats and barges in each tow to the number of six, is dangerous to the safety of the bridge. It appe.ars that the bridge-seat at the eastern end of the bridge is ctmstructed of wooden piles driven in the river, and that there is no protection, by way of outer piling and guards, to prevent any steam-boat or tow from colliding directly with these wooden supports of the bridge, and, when the river is very high, with the bridge itself; and that the pier in the middle of the stream, on which ·the bridge turns, is also unprotected with sufficient piles and guards. Defendant produces 13 affidavits of experienced men in the steam-boat business, generally engaged in, and familiar with, the navigation of the Atchafalaya'river, to the effect that the bridge is not a suitable bridge for the purpose for which it is intended, by reason of the fact that, to be properly constructed and protected, it should have a line of piling from the outside upper corner of the eastern bridge-seat runningdiagonally up the river to the shore, which should be planked; and that the same precaution should be taken with the pier on which the bridge turns