Opinion of the Court. these valuable mining properties upon the sole consideration of ths of its shares of stock, and that the plaintiffs sold to Haldeman, and intended by their agreement and conveyance to part absolutely with the title, to abandon every lien, and trust for the payment of the purchase money entirely to the security of these shares, transferred to one of the directors of the corporation. It will be perceived that at first there was not even this security, for the agreement provides for the registry of the title not upon the issue, transfer, and deposit of the shares, but upon the deposit with Wells, Fargo & Co. of 10,000 pounds. Is it to be supposed that they delivered the deed upon the deposit of that money to their credit, and, waiving all lien upon the property, were relying alone upon the promise of Haldeman to obtain from the company (their vendee) the issue of 375,000 shares, and to then make transfer to Elder and deposit with Wells, Fargo & Co. ? If there had been no stipulation in respect to the control of the property it would be difficult to sustain the contention that the provision for the transfer and deposit of a portion of the shares of the company was sufficient evidence of an intent to abandon the vendor's lien. But the agreement furnishes direct evidence to the contrary. It is made by J. Fenton Seymour, "acting for himself and partners, the owners" of the property, (the plaintiffs in this case,) and contains this clause: "The said J. Fenton Seymour hereby undertakes and agrees to take the control of the management of the said property until the payments hereinafter mentioned are completed, and it is understood and agreed that he shall retain such control until the said payments are completed." This negatives the idea that the plaintiffs were relying for the payment of the unpaid purchase money solely upon the security of these shares of stock. It is an express affirmation that their dominion over the property is not to cease until the purchase money is all paid. It thus makes the property itself the security for the price. In the face of this stipulation it would require very cogent testimony to convince any, one that the plaintiffs had abandoned all lien upon the property itself, and were resting alone upon the security of the shares. Opinion of the Court. There is no such testimony; nothing which makes against this express purpose of the plaintiffs to retain control of the property until the purchase price was paid. The transaction with what is called in the record the Scotch syndicate does not seem to us to have the significance which counsel contends, and this notwithstanding the recitals in the agreement respecting it. That transaction was this: The 10,000 pounds which, by the agreement of August 18, 1887, Haldeman was to pay immediately, were advanced by that syndicate, and on the 19th of August, the day after the contract between Haldeman and Seymour, Seymour entered into an agreement with the representatives of the syndicate that 75,000 of the 375,000 shares should be held for its benefit. This, instead of supporting defendant's contention, tends to show that the plaintiffs were not relying upon these shares as their security, but, having a lien upon the property itself, were willing that Haldeman, or the corporation, should use the shares for the purpose of securing money with which to make payment. And while there is in the agreement signed by J. Fenton Seymour a recital which, to some extent, makes against the claim of the plaintiffs in that it states that by the agreement of August 18 the company was to issue to John Haldeman 375,000 fully paid up shares "in payment in full for the said mines against a clean transfer of the property to the company free of all incumbrances and liabilities whatsoever," yet that recital is qualified by that which follows immediately thereafter, to the effect that the shares are "to be transferred to the said Clarence P. Elder, a director of the company, as trustee for behoof of all concerned," and also to be deposited with Wells, Fargo & Co. "as a guarantee for the fulfilment by the said John Haldeman of the terms of said agreement so far as incumbent upon him, all as fully set forth in the said agreement." These last words refer to the agreement of August 18 as disclosing fully the agreement between the plaintiffs, Haldeman, and the defendant. Evidently there was no thought in this of enlarging the scope or adding to the significance of that agreement. If it be said that here is an interpretation by the Syllabus. parties of its meaning, it will be seen that all that it asserts is that the corporation transfers to Haldeman the shares in full payment for the property. Or, in other words, that it leaves to him the perfecting of the title free from incumbrances, and in consideration therefor issues the 375,000 shares. It contains no assertion, directly or by implication, that the plaintiffs either take these shares in payment or accept them as the only security for payment. It recites that they are transferred to the trustee, not for the plaintiffs, but for behoof of all concerned, thus plainly implying that they are to be used by Haldeman with the assent of the plaintiffs as a means of obtaining money for the purpose of completing the payment to them; but there is in none of these recitals, either in terms or by fair implication, an agreement or a statement on the part of the plaintiffs that they forego their vendor's lien, and that they intend to look thereafter simply to those shares and to the good faith of the trustee and the depositary for the payment of the purchase price. There surely is in all this nothing to convince that the plaintiffs intended to abandon the lien upon the property which existed when they executed the deed to the company and which the agreement for a retention of control by their agent directly asserted. We see, therefore, no reason to question the conclusions reached by the Circuit Court, and its decree is Affirmed. SEYMOUR v. SLIDE AND SPUR GOLD MINES. ERROR TO THE CIRCUIT COURT OF THE UNITED STATES FOR THE DISTRICT OF COLORADO. No. 263. Argued March 15, 1894. Decided May 14, 1894. One who holds possession of real estate as manager for or under another cannot, when sued in ejectment by his principal, dispute the principal's title. When such agent admits the relation and the title of his principal, there is no impropriety in the court's directing a verdict for the plaintiff. The State only can challenge the right of a foreign corporation to take and hold real estate within its limits. Opinion of the Court. THIS was an action in the nature of an action of ejectment, commenced October 18, 1889, by the Slide and Spur Gold Mines, (Limited,) in the Circuit Court of the United States for the District of Colorado, to recover the possession of the mining properties which were the subject of the controversy in the case just decided, wherein said company was appellant, and Ellen R. Seymour, the wife of defendant, and William G. Pell, were appellees. The complaint was in the ordinary form, alleging that the plaintiff was seized in fee of the premises, and that the possession was wrongfully detained by the defendant. The answer, besides a general denial of the allegations of the complaint, set forth at length the transactions between Mrs. Seymour and Mr. Pell, the prior owners of the properties, and the plaintiff, which were noted in the opinion in the former case. A reply having been filed, the case, on June 28, 1890, went to trial before a jury. Under direct instructions from the court, the jury returned a verdict for the plaintiff. Judgment having been entered thereon, defendant sued out this writ of error. Mr. Willard Teller, (with whom was Mr. Harper M. Orahood on the brief,) for plaintiff in error. Mr. Harvey Riddell for defendant in error. MR. JUSTICE BREWER, after stating the case, delivered the opinion of the court. The pleadings put in issue all questions of fact. Outside of the pleadings the only matter before the jury was a deposition of the defendant, taken in a prior litigation between the same parties. In that deposition he admitted that he had been in possession of the property as a managing director; that he at no time denied the right of the company to the possession of the property, and that his term as managing director had expired. There was nothing in the deposition to qualify this admission. There was, therefore, no impropriety in the court's directing a verdict for the plaintiff. Jackson v. Dennison, 4 Statement of the Case. Wend. 558. One who holds possession of real estate as manager for or under another cannot dispute that other's title. Johnson v. Baytup, 3 Ad. & El. 188; Phelan v. Kelley, 25 Wend. 389, 393. The estoppel is like to that which arises in the case of landlord and tenant, and comes within the scope of the general rule that an agent in possession cannot deny the title of his principal. Neither is it necessary to inquire into the right of the plaintiff as a foreign corporation to take and hold title to real estate in Colorado, a question which, in some of its aspects, was before this court in the case of Fritts v. Palmer, 132 U. S. 282; for if, by so doing, any laws of the State are violated, the State is the one to challenge the act, (Devlin on Deeds, § 127, and cases cited in note,) and it does not lie in the mouth of the agent of the corporation to raise the question. The judgment is, therefore, Affirmed. LUXTON v. NORTH RIVER BRIDGE COMPANY. ERROR TO THE CIRCUIT COURT OF THE UNITED STATES FOR THE DISTRICT OF NEW JERSEY. No. 1040. Submitted January 5, 1894. — Decided May 14, 1894. Congress, under the power to regulate commerce among the States, may create a corporation to build a bridge across navigable water between two States, and to take private lands for the purpose, making just compensation. The act of July 11, 1890, c. 669, to incorporate the North River Bridge Company, and to authorize the construction of a bridge across the Hudson River between the States of New York and New Jersey, is constitutional. THIS was a petition by the North River Bridge Company, incorporated by the act of Congress of July 11, 1890, c. 669, (the material part of which is copied in the margin,1) for the 1 AN act to incorporate the North River Bridge Company, and to authorize the construction of a bridge and approaches at New York City across |