Colman v. Eastern Counties R. Co., 4 Railway Bagshaw v. Eastern Counties R. Co., 7 Hare Ang. & Ames on Corp. (4th Ed.) 424, and Mechan. & Traders' Bank v. Debolt, 18 Howard, 380. Mechan. & Traders' Bank v. Thomas, 18 Howard, 384. Bacon v. Robertson, 18 Howard, 485. Verplanck v. Mercantile Insurance Co., 1 Taylor v. Salmon, 4 Mylne & Craig, 134. Winch v. The Birkenhead, Lancashire & C. Junc. R. R. Co., 13 Law & Eq. 513. Ang. & Ames on Corp., Sec. 312, pp. 366-7. Barmester v. Norris, 8 Eng. Law & Equity, Hichens v. Congreve, 4 Russ. 562. Putnam v. Sweet, 1 Chand. (Wis.,) 286. Bagless v. Orne, 1 Freeman, (Miss. Ch.) 173. Hersay v. Veazie, 11 Shep, 12-13. 1 Edwards, 24-513. 1 Craig & Phillips, 1. 2 Atk. 400. 1 Ves. & Bea. 226. York & North Mid. L. R. R. Co. v. Hudson, 19 Eng. Law & Eq. 361. 7 Beavam, 176. Beman v. Rufford, 1 Sim. (N. S.) 550. See also-Jefferson Branch Bank v. Shelly, 1 Black, (U. S.) 449-436. Wright v. Sill, 2 Black, (U. S.) 544. 1 Parsons Select Cases in Eq. 180. 1 Phil. 790. 1 Simons, 550. Ang. & Ames on Corp., Sec. 312, pp. 367-8. See also-Peabody v. Flint, 6 Allen, (Mass.) 55-6. 510. Allen v. Curtis, 26 Conn. 460-1. When the corporation is in the control of the directors who have committed the alledged breach of trust, a stockholder may bring his bill against them and make the corporation a party. 1 Robinson v. Smith, 3 Paige, 231-2. Ang & Ames, p. 305. Bayless v. Orne, 1 Miss. (Freeman) 176-175. Taylor v. Salmon, 4 Mylne & Craig, 141. Webb v. The Manchester & Leeds R. Co., 4 NOTA BENE--Peabody v. Flint, 6 Allen, 55–6. See as to the right of a shareholder to bring suit by bill in equity Ang. & Ames on Corp., Secs. 391-392-393. The sound doctrine of equity is, that the capital or property and debts due to banking, trading, and other moneyed corporations, constitutes a trust fund, pledged to the payment of the dues of creditors and stockholders; and that a court of equity will lay hold of this fund, into whosever hands it may pass, and collect and apply it to the purposes of the trust. The same doctrine seems to have been established by the United States Supreme Court in the case of Curran v. State of Ark., 15 Howard, 312. Bacon v. Robinson, 18 Howard, 480. See also-2 Kent Com. 307, Note a. Hightower v. Thornton, 8 Georgia, 493. RHODE ISLAND CASES. Hodges v. New England Screw Co., 1 R. I. 312. The Supreme Court of the U. S., in noticing this case, in deciding the case of Dodge v. Woolsey, 18 Howard-on page 343-call special attention to the language of the Rhode Island Judges-in which they say expressly that they consider the jurisdiction of the court over corporations for breaches of charter, at the suit of shareholders-still an open question. C. J. GREEN, in deciding this case, commences his opinion by admitting that, in a case like the present, that the jurisdiction by a court of chancery, is undoubted and says: "We think the directors of the Screw Company are liable in equity, as trustees, for a fraudulent breach of trust. The jurisdiction of a court of equity over such a case was affirmed by Lord HARDWICK, in the case of The Charitable Corporation v. Sutton and others, (2 Atkins, 404,) in 1742, and has been exercised both in England and in this country ever since. In the case of the Att'y. General v. Utica Insurance Co., (2 Johns. Ch. Rep. 359) Chancellor KENT recognizes the jurisdition as well settled. In Robinson and others v. Smith and others, (3 Paige, 222,) and in Cunningham v. Pell and others, (5 Paige 608,) the same doctrine is affirmed and acted on. So, also by Vice Chancellor McCOUN, in Verplanck v. Mercantile Insurance Co., (1 Edwards, 84.) The cases on this point are so numerous that we deem any farther reference unnecessary. The primary party to sue for such fraudulent breach of trust, is the corporation; because the corporation is the party injured. Robinson and others v. Smith and others, (3 Paige, 222.) But if the corporation refuse to sue, the stockholders may sue in their individual names. So if the corporation be under the control of the guilty directors, the stockholders may sue. 3 Paige, 222;) Ang. & Ames on Corp., 304–5. In the present case, the defendants, who are charged with the fraudulent breach of trust, are the directors of the corporation and control its action. We think, therefore, that the present bill so far as it seeks a remedy against directors, comes within the settled jurisdiction of the court, and that the plaintiff, under the circumstances, is the proper party to sue. CONNECTICUT CASES. Hood v. N. Y. & N. H. R. R. Co., 27 Conn., 510, is directly in point. Allen v. Curtis, 26 Conn., 461. In this case, the court, after referring to the charge made in the declaration, that the directors, after being elected, through deceit and fraud, wasted and made worthless the stock of the plaintiff, said: "The charge, if sustained, calls for the severest denunciations and penalties of the law, and more so at this time, if possible, when the want of integrity in the managers of too many of our banks, railroads, and other corporations, is spreading alarm and distress throughout the country, and calling in question the character of all corporations for financial and commercial purposes and the expediency of creating such corporations. Doubtless, some of them (the defendants) are implicated in the charges made against them. Doubtless, some of them are implicated, and are, moreover, guilty, if public rumor or judicial investigation may be trusted; nor can we doubt, from what has been publicly disclosed on the subject, that there is criminality somewhere, which really merits a criminal arraignment and an ignominious punishment." The court then proceeds to show that, "if, for any cause, the corporation is unable to bring suit, or if, through fraud and collusion, the directors refuse or neglect to bring suit, in the corporate name, and will not seek redress, a ground will be laid for invoking the interposition of a court of equity," &c. The Charitable Corporation v. Sir Robert Sutton et al., 2 Atkins, 401. This was a bill in chancery, filed by the complainants, asking for satisfaction for a breach of trust, fraud and mismanagement from the defendants, who were directors. The corporation, it appears, had been chartered by an act of Parliament for the purpose of ⚫ loaning money to poor persons, on pawns and pledges, in order to assist them, and was managed and controlled by the defendants, who were directors. The jurisdiction of the court below was denied, and it was contended that the court could not interfere in the affairs of a private corporation in this way; but Lord HARDWICKE said, that the defandants, who were the directors and managers, "by accepting a trust of this sort, were obliged to execute it with fidelity and reasonable diligence, and it is no excuse to say, that they had no benefit from it, but that it was merely honorary; and, therefore, they are within the case of common trustees." See, also, Coggs v. Bernard, 1 Salk, 26. Other objections were urged against any decree being made against the defendants personally for their negligence and mismanagement, but the Lord Chancellor said, page 406, that, "he would never determine that a court of equity cannot lay hold of every breach of trust, let the person be guilty of it either in a private or public capacity." He further said that, "the tribunals of this kingdom are wisely formed, both of courts of law and equity, and so are the tribunals of most nations; and for this reason there can be no injury, but there must be a remedy in some or all of them; and, therefore, I will never determine, that frauds of this kind are out of the reach of courts of law and equity, for an intolerable grievance would follow such a determination." And he, being of the opinion, that the case was most eminently one for the interposition of a court of chancery, solemnly decreed, that the directors should, and were, liable for all losses which had occurred by reason of their fraud and negligence, and ordered the master to make an examination of the officers of the company, and report to him for final judgment. Francis Putnam et al. v. Alanson Sweet et al., 1 Chandler' Rep. (Wis.,) 286. Where two separate and distinct parties are acting in |