Statement of Facts. report upon these claims, Pettus & Dawson and Watts & Sons, by leave of the court, filed in the cause their joint petition, alleging, in substance, that, as solicitors specially employed by the complainants, Branch Sons & Co., Hoadley, and Plank, they prepared and filed the original bill, as well in behalf of themselves as of all other unsecured creditors of the Montgomery and West Point Railroad Company who should come in and contribute to the expenses of the suit; conducted the proceed. ings to a final decree; represented the same interests in the Supreme Court of Alabama; that their relations to the suit were well known to the Georgia corporations during the whole period of the litigation; that pending the reference before the register, after the rights of complainants and all creditors of the same class had been established by the final decree, those corporations made a secret arrangement with their immediate clients, whereby the claims of the latter were paid in full, principal and interest, and whereby, also, Branch, Sons & Co., and their co-complainants, agreed to withhold from their solicitors the fact of such settlement until the Georgia corporations could buy or settle all other claims of the unsecured creditors of the Montgomery and West Point Railroad Company; that "afterwards said two Georgia companies, defendants to this suit, did buy up or settle the other claims, which had been filed in the cause, under said decree," and, "either jointly or separately, thereby acquired possession and control of said claims so filed;" that they, also, purchased and settled a large amount of claims, which might have been, but were not, filed with the register; that, at the time of such purchases, said Georgia corporations had actual notice that petitioners, as solicitors in that suit, claimed reasonable compensation for such services as they rendered in behalf of the unsecured creditors of the Montgomery and West Point Railroad Company (other than complainants) who should come in and take the benefit of the final decree, and, also, the benefit of any lien upon said property that should be declared in favor of those creditors; and that in equity they were the assignees of a part of each claim as filed to the amount of the reasonable value of the services rendered in said cause by petitioners for the benefit of each holder and owner of 66 Argument for Appellees. such claims respectively." The prayer of the petition was, that an account be taken of the sums thus due to them as solicitors representing the unsecured creditors of the Montgomery and West Point Railroad Company (except the complainants and other named creditors with whom they had special contracts for fees), who received the benefit of their services; that they be declared to have a lien for the value of such services on all the property of that company, which had come into the posses ́sion of the Georgia corporations; and that so much of it as may be necessary for that purpose be sold to meet the amounts due them. The register reported, on the 22d of April, 1879, that there were then no bonds or claims in the registry, except one claim, filed in court, as to which he did not report because no one had appeared and requested that it be audited. Subsequently, April 24, 1879, the Georgia corporations presented their joint petition for the removal of the suit commenced against them by Pettus & Dawson and Watts & Sons-they being the only defendants to the petition filed by the latterto the Circuit Court of the United States, in which court it was docketed, see 3 Woods, 620, and, after answer by the defendants and proof taken, proceeded to final decree. When the cause was removed from the State court nothing practically remained for determination between the parties to the record, except the claim of appellees, citizens of Alabama, to a lien upon the property in question, owned by the two Georgia corporations. Mr. H. C. Semple and Mr. A. R. Lawton for appellants cited Thompson v. Cooper, 2 Colby, 87; Trustees v. Greenough, 105 U. S. 527; Stanton v. Hatfield, 1 Keene, 361; Nave v. Weston, 3 Atk. 557; Mason v. Codwise, 6 Johns. 300; Thompson v. Brown, 4 Johns. 637; Pascal's Case, 10 Wall. 483; Grimball v. Cruse, 70 Ala. 544; Roselius v. Delachaise, 5 La. Ann. 481. Mr. W. L. Bragg for appellees cited Trustees v. Greenough, Opinion of the Court. 105 U. S. 527: Stanton v. Hatfield, 1 Keene, 371-3; Nave v. Weston, 3 Atk. 557; Hunt v. McClanahan, 1 Heisk. 503; Warfield v. Campbell, 38 Ala. 527, 531-2; Andrews v. Morse, 12 Conn. 444; Ex parte Lehman, Durr & Co., 59 Ala. 631; Wyley v. Cox, 15 How. 415; Carter v. Bennett, 6 Florida, 214, 257-8; Martin v. Hawks, 15 Johns. 405; Ex parte Plitt, 2 Wall. Jr. 453; Bradt v. Koon, 4 Cowen, 416; Mumma v. Potomac Co., 8 Pet. 281; Montgomery & West Point Railroad Co. v. Branch, 59 Ala. 139; Van Meter Ex'rs v. Van Meter, 3 Gratt. 148, 162; Dargan v. Waring, 11 Ala. 988; Brown v. Bigley, 3 Tenn. Ch. 618. MR. JUSTICE HARLAN delivered the opinion of the court. He recited the facts as above stated, and continued: In Trustees v. Greenough, 105 U. S. 527, we had occasion to consider the general question as to what costs, expenses and allowances could be properly charged upon a trust fund brought under the control of court by suits instituted by one or more persons suing in behalf of themselves and of all others having a like interest touching the subject-matter of the litigation. That suit was instituted by the holder of the bonds of a railroad company, on behalf of himself and other bondholders, to save from waste and spoliation certain property in which he and they had a common interest. It resulted in bringing into court or under its control a large amount of money and property for the benefit of all entitled to come in and take the benefit of the final decree. His claim to be compensated, out of the fund or property recovered, for his personal services and private expenses was rejected as unsupported by reason or authority. "It would present," said Mr. Justice Bradley, speaking for the court, "too great a temptation to parties to intermeddle in the management of valuable property or funds in which they have only the interests of creditors, and that, perhaps, only to a small amount, if they could calculate upon the allowance of a salary for their time and having all their private expenses paid." In respect, however, of the expenses incurred in carrying on the suit and reclaiming the property subject to the trust, the rule, upon a careful review of the authorities, was held to be differ Opinion of the Court: ent. After stating it to be a general principle that a trust estate must bear the expenses of its administration, and that where one or more of many parties having a common interest in a trust fund takes, at his own expense, proper proceedings to save it from destruction and to restore it to the purposes of the trust, he is entitled to reimbursement either out of the fund itself or by a proportional contribution from those who accept the benefit of his efforts, the court said that "the same rule is applicable to a creditor's suit where a fund has been realized by the diligence of the plaintiff." It was consequently held that the complainant in that case was properly allowed his reasonable costs, counsel fees, charges and expenses incurred in the fair prosecution of the suit, and in reclaiming and rescuing the trust fund and causing it to be subjected to the purposes of the trust. Are the principles announced in that case applicable to the one now before us? We have seen that the purchase, by the Western Railroad Company of the property of the Montgomery and West Point Railroad Company, and the surrender by the latter of its charter, left the unsecured creditors of the vendor company unprovided for, except as the vendee company assumed and agreed to meet the outstanding debts and obligations of the other company. But when the present appellants became purchasers at the sale in the suit instituted by Morris and Lowery, trustees, they asserted their right to hold the property, originally belonging to the Montgomery and West Point Railroad Company, freed from any claim against it by the unsecured creditors of that company. Those creditors resided in several States, and their claims aggregated a large amount. Co-operation among them was impracticable. If some did not move, the interests of all would have suffered. Hence Branch, Sons & Co. and their co-complainants instituted suit for the benefit of themselves and other creditors of the same class. They, and their solicitors, bore the entire burden of the litigation until the lien was finally declared, and the property ordered to be sold to pay all claims filed pursuant to the decree. The Supreme Court of Alabama held-conclusively as between the parties before it-that the Montgomery and West Point Railroad Company, like any other Opinion of the Court. private corporation chartered to transact business, was a trustee of its capital, property and effects, first, for the payment of its creditors, and afterwards for the benefit of its stockholders; that while it was in operation, according to the design of its charter, its general creditors would have no specific lien, entitling them to sue in equity; yet, having left its debts unpaid, and having distributed its capital, property, and effects among its stockholders, or transferred them to third persons who were not bona fide purchasers without notice, and having become disorganized so that it could not be efficiently sued at law, "a court of equity will pursue and lay hold of such property and effects, and apply them to the payment of what it owes to its creditors;" and, consequently, that its creditors had a lien, for the payment of their debts, on its road, appurtenances, and other property, superior to that created by the trust deed or mortgage of September 15, 1870, executed by the Western Railroad Company. Montgomery & West Point Railroad Co. v. Branch, 59 Ala. 139. It thus appears that by the suit instituted by Branch, Sons & Co. and others, the property was brought under the direct control of the court to be administered for all entitled to share the fruits of the litigation. Indeed, the suit itself was an equitable levy upon the property, and the lien arising therefrom remained until discharged by order of the court. It is true that the bill states that it was brought for the benefit of all creditors who should become complainants therein. But it was intended to be, and throughout was, conducted as a suit for the benefit, not exclusively of the complainants, but of the class to which they belonged. It. was so regarded by all connected with the litigation. It is clear that within the principles announced in Trustees v. Greenough, Branch, Sons & Co. and their co-complainants are entitled to be allowed, out of the property thus brought under the control of the court, for all expenses properly incurred in the preparation and conduct of the suit, including such reasonable attorney's fees as were fairly earned in effecting the result indicated by the final decree. And when an allowance to the complainant is proper on account of solicitors' fees, it |