The following affirm and rely upon this principle: Sawyer v. Hoag, 17 Wall. 620, 21 L. 736, holding arrangement, that money paid for stock is to be returned, as a loan, invalid as against creditors; Scovill v. Thayer, 105 U. S. 154, 26 L. 973, holding agreement of stockholders, that no further assessments be levied, void as against creditors; Potts v. Wallace, 146 U. S. 704, 36 L. 1140, 13 S. Ct. 200, holding company, by declining to accept payment of subscription, cannot release subscriber; Northwestern M. L. Ins. Co. v. Colton, etc., Co., 46 Fed. 24, and Van Cleve v. Berkey, 143 Mo. 122, 44 S. W. 745, 42 L. R. A. 599, and n., both holding stockholder's liability not relieved by payment of stock in overvalued property; Northwestern, etc., Ins. Co. v. Colton, etc., Co., 70 Fed. 158, holding valid, payment of stock in real estate in good faith, though overvalued; Hamor v. Taylor-Rice Eng. Co., 84 Fed. 396, 397, holding that corporation cannot purchase shares with capital stock; Scott v. Latimer, 89 Fed. 852, 60 U. S. App. 737, holding liability of stockholder for assessment, after insolvency, cannot be modified by the corporation; Jones v. Arkansas, etc., Co., 38 Ark. 25, purchase of assets by a director is voidable; Chicago, etc., Co. v. Summerour, 101 Ga. 823, 29 S. E. 292, holding plea of subscriber, failing to prove assent of company to alleged release of other subscriber, is bad; Union Ins. Co. v. Frear, etc., Co., 97 Ill. 550, 37 Am. Rep. 138, holding that stockholders cannot limit their liability to creditors; McNulta v. Corn Belt Bank, 164 Ill. 451, 56 Am. St. Rep. 213, 45 N. E. 961, Rider v. Morrison, 54 Mo. 443, Chouteau v. Dean, 7 Mo. App. 216, Hood v. McNaughton, 54 N. J. L. 428, 24 Atl. 498, and National Bank v. Investment Co., 74 Tex. 437, 12 S. W. 104, all holding same as cited case; Bruner v. Brown, 139 Ind. 604, 38 N. E. 319, holding that receiver could not recover upon stock given for construction of water-works; Baltimore, etc., R. R. v. Employees' R. Assn., 77 Md. 570, 26 Atl. 1046, allowing claims of members for benefits accruing before dissolution to be paid from assets; Doane v. Insurance Co., 43 N. J. Eq. 533, 11 Atl. 742, policyholder obtaining cancellation of policy, after insolvency of company, is not released from assessments; Marshall Foundry Co. v. Killian, 99 N. C. 506, 6 Am. St. Rep. 543, 6 S. E. 682, holding subscriber not discharged by substituting shares paid up by another. Cited, without particular application, in Tarpey v. Salt Co., 5 Utah, 500, 17 Pac. 633. See also the following notes: 14 Am. Dec. 264, 99 Am. Dec. 764, 3 Am. St. Rep. 821, 823, and 5 Dill. 87.

Distinguished in Morgan v. Struthers, 131 U. S. 254, 33 L. 135, 9 S. Ct. 729, enforcing a contract between two subscribers, that one will purchase other's stock at subscription price, if latter, at a specified time, so elects; Winters v. Armstrong, 37 Fed. 521, holding that subscribers to new stock, which they cannot obtain, may have their payments allowed as a claim against assets in hands of receiver; dissenting opinion in Scott v. Latimer, 89 Fed. 858, majority

holding liability of stockholder for assessment, after insolvency. cannot be modified by the corporation; Fairview R. R. v. Spillman. 23 Or. 589, 32 Pac. 689, conditional subscriptions, made before organization, are not considered as unqualified; Nettles v. Marco, 33 S. C. 53, 11 S. E. 597, holding that receiver could not recover subscription made after contraction of debts.

Corporations.- Where original subscribers to capital stock agreed to pay for more stock than $300, only on the contingency that city should not afterwards take stock to the amount of $50,000; the city having so subscribed, their liability was limited to $300, and creditors could not hold them for the larger conditional subscription. p. 395.

Equity. In equity, an admission entered upon the record must be treated as a part of it, though not made so by pleading, or by reference of the court, pp. 398-399.

Limitations of actions.- Equity will not set aside a fraudulent transaction, at suit of one quiescent for a period longer than that fixed by the statute of limitations, after he had knowledge of the fraud, or after he was put on inquiry, p. 401.

Cited and principle applied in Kirby v. Lake Shore, etc., R. R.. 120 U. S. 139, 30 L. 573, 7 S. Ct. 435, and Rugan v. Sabin, 53 Fed 420, 10 U. S. App. 519, in equity, statute will not run until dicovery of fraud, or until, with reasonable diligence, it might have been discovered; Pearsall v. Smith, 149 U. S. 233, 235, 37 L. 716, 1. S. Ct. 834. 835. holding claim barred, where bill did not give reason.. for not prosecuting earlier; Taylor v. South, etc., R. R., 4 Woods 579. 13 Fed. 155, refusing to disturb an executed contract, con structively fraudulent, after ten years' acquiescence by stockholders; Phelps v. Elliott, 35 Fed. 462, holding same as cited case: Scheftel v. Hays, 58 Fed. 460, 19 U. S. App. 220, and Swift v. Smith, 79 Fed. 715, 49 U. S. App. 190, both holding likewise; Toster v. Mansfield. etc., R. R., 36 Fed. 639, refusing to relieve regardless of fraud: Jones v. Smith, 38 Fed. 381, 382, holding statute began to run from time of creditor's action to set aside fraudulent conveyance; Percy v. Cockrill, 53 Fed. 876, 10 U. S. App. 574, refusing to enforce constructive trust where party remained silent for fifteen years.

16 Wall. 402-413, 21 L. 316, HUNTINGTON v. TEXAS.

Bonds. Where act of Texas, requiring indorsement of governor, to bonds issued by United States to that State, was repealed by legislature during Rebellion, bonds issued for a lawful purpose, not so indorsed, carried good title; presumption is that they were issued with authority and for lawful purpose, especially after payment by United States, p. 412.

Cited and principle applied in National Bank v. Texas, 20 Wall. 84. 22 L. 297, holding that absence of indorsement of governor

raised no presumption of an unlawful purpose; Taylor v. Thomas, 22 Wall. 490, 22 L. 793, holding cotton notes, issued by State, in aid of Rebellion, invalid; Morgan v. United States, 113 U. S. 493, 28 L. 1050, 5 S. Ct. 594, holding that legislature of Texas could not limit negotiability of bonds (overruling Texas v. White, 7 Wall. 700, 19 L. 227); Parks v. Coffey, 52 Ala. 38, 39, holding judgments of courts of de jure government of State during Civil War, not unconstitutional, are binding; Bragg v. Tuffts, 49 Ark. 562, 6 S. W. 161, holding invalid, treasury warrants authorized by ordinance, essentially a war measure; New Orleans, etc., R. R. v. State, 52 Miss. 893, holding payment under statute, in aid of Rebellion, void; Pennywit v. Foote, 27 Ohio St. 622, 22 Am. Rep. 354, holding void, judicial acts of rebellious State, in violation of the Federal Constitution; Dinwiddie Co. v. Stuart, 28 Gratt. 539, 546, holding contract for purchase of salt, made in 1862, by County Court, binding on present county. Cited, without particular application, in Greenwell v. Haydon, 78 Ky. 341, 39 Am. Rep. 239.

States. Alienation of United States bonds given to Texas, by the usurping Texas government during the Rebellion, was void only where the alienation was in aid of the insurrection, p. 413.

United States. After presentment, recognition and order of payinent, anyone, never having held or controlled the United States bonds, may receive the proceeds, p. 413.

Miscellaneous.- Cited, but not in point, in Bolling v. Lersner, 91 U. S. 596, 23 L. 367.

16 Wall. 414-436, 21 L. 457, UNITED STATES v. HUCKABEE.

United States.- Private persons, other than informers, cannot join with United States in prosecution for confiscation of property, under act of 1861; such suit must be wholly for benefit of United States, p. 430.

War.- Property seized, sold, and conveyed by order of president, confirmed by Congress, is not subject to confiscation, under act of 1861, p. 431.

Contract, induced by compulsion, such as threats of violence or imprisonment, sufficient to destroy free agency, is invalid, pp. 431

432.

Cited and principle applied in Wood v. Craft, 85 Ala. 263, 4 So. 650, refusing to set aside conveyance for duress, where third parties were affected; Tucker v. State, 72 Ind. 245, holding that sureties cannot plead duress of principal; Hatch v. Barrett, 34 Kan. 234, 8 Pac. 137, discussing whether duress in inception of note avoids it in hands of bona fide holder; Morse v. Woodworth, 155 Mass. 251, 29 N. E. 528, and Hensinger v. Dyer, 147 Mo. 228, 48 S. W. 914, re

fusing to enforce contract induced by threats of lawful imprisonment; Rossiter v. Loeber, 18 Mont. 383, 45 Pac. 564, holding evidence of duress sufficient; Hargreaves v. Korcek, 44 Neb. 669, 62 N. W. 1088, avoiding mortgage of wife and husband, induced by threats of imprisonment of latter; Pilson v. Bushong, 29 Gratt. 238, holding party, induced by threats, to receive payment of bonds, not liable for loss; Keckley v. Union Bank, 79 Va. 466, holding that facts did not amount to duress. Cited in 26 Am. Dec. 375, note, as to what is duress; 81 Am. Dec. 602, note, and 82 Am. Dec. 400. Contracts. Where owners of iron works had either to contract to sell iron at uniform price, or lease or sell works to Confederacy or have them impressed, a sale so made was not under duress, pp. 431-432.

War. Title to real property, captured by United States, from Confederate States, which ceased to exist, became absolute in United States, pp. 434-435.

Cited and principle applied in Titus v. United States, 20 Wall. 481, 22 L. 402, holding one informing against land, after complete title has passed by conquest, acquires no right to a moiety; Whitfield v. United States, 92 U. S. 169, 23 L. 707, holding that party selling cotton to Confederate States cannot recover from United States for its seizure; United States v. Smith, 1 Hughes, 351, F. C. 16,335, holding the United States, succeeding by right of conquest, to the debt, could sue in assumpsit; Atkinson v. Central Georgia, etc., Co., 58 Ga. 229, holding same as cited case; dissenting opinion in Burbank v. Conrad, 96 U. S. 301, 24 L. 727, majority holding that United States acquires, for his life, the estate that party actually possesses.

Appeal and error.- Appellate court will reverse judgment of inferior court, given without jurisdiction; a dismissal would be insufficient, pp. 435-436.

Cited and principle applied in Stickney v. Wilt, 23 Wall. 162, 23 L. 54, remanding cause, with instructions to dismiss, since the court had no jurisdiction; Mansfield, etc., Ry. v. Swan, 111 U. S. 384, 28 L. 464, 4 S. Ct. 513, holding that court cannot decide a case without their jurisdiction; Moore v. Town of Edgefield, 32 Fed. 501, holding judgment of court, without jurisdiction, can be collaterally attacked; dissenting opinion in Cleveland Ins. Co. v. Globe Ins. Co., 98 U. S. 379, 380, 25 L. 205, majority holding Supreme Court cannot review action of Circuit Court over judgment of District Court in petition for bankruptcy; Lincoln-Lucky, etc., Min. Co. v. District Court, 7 N. Mex. 530, 38 Pac. 595, majority refusing to compel party to appeal from judgment rendered without jurisdiction.

16 Wall. 436-446, 21 L. 365, WALKER v. HENSHAW.

Public lands.- Reservation of unassigned surplus of land, by Shawnees, under treaty of 1854, could not be located by float of

Municipal corporations.- If issuance of municipal bonds be by lawful authority, the omission of formalities, or fraud by municipal agents, cannot be urged against a bona fide holder, p. 464.

Cited and principle applied in Carpenter v. Buena Vista Co., 5 Dill. 560, F. C. 2,429, presuming bonds valid signed by proper officer, and reciting authorization by vote of people; Copper v. Jersey City, 44 N. J. L. 636, holding fraud of treasurer no defense to action on municipal bonds.

Municipal corporations have no power to issue bonds, or to sell or mortgage corporate lands, without special authority of the legislature, p. 465.

Cited and principle applied in South Ottawa v. Perkins, 94 U. 8. 262. 24 L. 156, and Lewis v. Shreveport, 3 Woods, 214, F. C. 8,331, both holding that municipality cannot, without legislative authority, issue bonds in aid of an extraneous object.

Counties.- Charter of railroad construed and held to authorize counties to mortgage lands and issue bonds in aid of railway, before it was actually built, p. 466.

Reaffirmed in Wheeler v. Cloyd, 134 U. S. 539, 540, 541, 544, 33 L 1009, 1010, 1011, 10 S. Ct. 601, 602, 603, same case at subsequent stage. Cited and principle applied in Nevada Bank v. Steinmitz, 64 Cal. 314, 30 Pac. 974, holding valid, bonds issued to an amount corresponding with the completed portion of the road; Morrill v. Smith Co., 89 Tex. 550, 36 S. W. 60, holding that consolidation of railroads did not invalidate bonds.

Mortgages. Where bond secured by mortgage is transferred to a bona fide holder for value, before maturity, in bill to foreclose, no other defenses are allowed than could be set up in an action on the note, p. 469.

Cited and principle applied in Chicago Ry. v. Merchants' Bank, 136 U. S. 283, 34 L. 353, 10 S. Ct. 1003, holding negotiability unaffected, though title to property remained in vendor until note was paid; Swett v. Stark, 31 Fed. 859, following cited case; Spence v. Mobile, etc., Ry., 79 Ala. 587, Bailey v. Seymour, 42 S. C. 325, 20 S. E. 63, Nashville Trust Co. v. Smythe, 94 Tenn. 521, 45 Am. St. Rep. 753, 29 S. W. 905, 27 L. R. A. 666, and Converse v. Mich. Dairy Co., 45 Fed. 21, all holding that indorsement of note operates as assignment of mortgage; Patterson v. Rabb, 38 S. C. 152, 17 S. E. 467, 19 L. R. A. 836, holding that assignee of bond and mortgage, being non-negotiable, is not protected from the equities; Fidelity Co. v. Railroad Co., 32 W. Va. 266, 9 S. E. 188, it may be proved that mortgage was cancelled by fraud, accident or mistake; dissenting opinion in The W. B. Cole, 59 Fed. 190, 16 U. S. App. 334, majority holding assignee of mortgage securing negotiable note, chargeable with notice of prior recorded mortgage. Cited in 14 Am. Dec. 514, and 17 Am. Rep. 92, notes on same point.