Opinion of the Court. Mr. A. D. Payne and Mr. Abraham Payne for appellants. Mr. E. T. D. Cross and Mr. John K. Cowen for appellees. MR. JUSTICE WOODS delivered the opinion of the court. We shall consider the questions raised by these appeals as presented by the record in the case of William F. Sayles and others v. Robert Garrett & Sons. The first contention of the appellants is that the bonds of the American File Company issued in 1870 were taken by its stockholders in proportion substantially to the stock held by them respectively, on the agreement between themselves that the bonds should extinguish their individual liability, and the bondholders should look to the property mortgaged to secure the bonds and the other property of the company for payment, and that Garrett & Sons were bound by this agreement. If it be conceded, what in our opinion the record fails to show, that the bonds were issued on any such understanding, it would remain for the appellants to prove notice thereof to Garrett & Sons before the title of the latter to the bonds could be affected by it. The bill in this case having charged that when Garrett & Sons took the bonds they had actual notice of all the circumstances under which they were issued to the stockholders, and of all and singular the rights and equities subsisting between the stockholders of the company in relation thereto, and having called for the answer of defendants under oath, the defendants answered under oath, and alleged that they took the bonds in the course of business for value before maturity, and that at the time they acquired title thereto they were ignorant of the fact that Allan A. Chapman was a stockholder in the American File Company, and had no knowledge or notice of the manner or circumstances of the issue of said bonds. The testimony of each one of the defendants was taken by deposition, in which they reiterate the denial of knowledge or notice contained in their answers. The answers and depositions of the defendants on this point stand uncontradicted by any evidence, direct or circumstantial, in the record. The truth of their denial must therefore be taken as an established fact in the case. Opinion of the Court. If, therefore, Garrett & Sons, having acquired the bonds before maturity, paid value for them, they can hold them unaffected by any equities between Allan A. Chapman and the American File Company or its stockholders. The evidence in the record shows beyond controversy that Garrett & Sons took the bonds as collateral security for a valid debt for which they held no other security, and which the bonds fell far short of securing; that after applying these and other assets to the debts for which they were pledged, there remained due to them from Kirkland, Chase & Co. more than $200,000. They were therefore purchasers for value, and are entitled to all the rights of bona fide holders for value, among which is the right to enforce payment from the stockholders of the American File Company. Swift v. Tyson, 16 Pet. 1; Oates v. National Bank, 100 U. S. 239; Railroad Company v. National Bank, 102 U. S. 14. But the appellants insist (and this is their second contention) that, conceding Garrett & Sons to be bona fide holders of the bonds for value without notice of any equities or defences as against the first holders, they have nevertheless lost their right to enforce the individual liability of the stockholders by reason of the agreement between them and the assignees of Chapman, whereby they assumed the liability of stockholders and made themselves liable through the assignees to contribute to the other stockholders the money which they might collect from them on the bonds of the company. It is clear that Garrett & Sons did not by this contract agree to become stockholders of the corporation or to indemnify Chapman against his individual liability as a stockholder. The agreement will bear no such interpretation. The contract was made for the benefit of the assignees, by which they took an indemnity for themselves and the bankrupt estate. If, therefore, the assignees themselves are not liable as stockholders, Garrett & Sons by this contract of indemnity assumed no liability, and they hold the bonds in question unfettered by any equities or conditions. It is well settled that under the circumstances of the case neither the assignees nor the assets in their hands are subject Opinion of the Court. to the individual liability which attaches to stocks held by the bankrupt. The evidence does not show that the assignees acted in any way as stockholders, that they ever attended any meetings of the corporation, or that their names appeared upon its books, or that they treated the stock standing in Chapman's name as an asset of his estate. They merely had in their possession the certificates of stock, and yielded to Garrett & Sons any claim to the bonds of the American File Company belonging to Chapman or his firm, and took an indemnity against any supposed liability which might attach to them as holders of the stock belonging to the estate of Chapman. In Gray v. Coffin, 9 Cush. 192, the Supreme Court of Massachusetts, having under consideration a law of that State almost identical with the Rhode Island statutes, held that the individual liability of "stockholders did not attach when their assignee had attended and voted at meetings of the corporation and done other acts of unequivocal ownership." The same result would follow under the bankrupt law. It has long been a recognized principle of the bankrupt laws that the assignees were not bound to accept property of an onerous or unprofitable character. South Staffordshire Railway Company v. Burnside, 5 Ex. 129; Furdoonjee's Case, 3 Ch. Div. 268; Ex parte Davis, 3 Ch. Div. 463; Streeter v. Sumner, 31 N. H. 542; Amory v. Lawrence, 3 Cliff. 523; Rugely & Harrison v. Robinson, 19 Ala. 404. As the assignees of Chapman never accepted the stock, and never consented to become stockholders in the American File Company, it follows that neither they nor the assets of Chapman in their hands are subject to the individual liability of stockholders for the debt of the corporation. The contract of indemnity did not, therefore, subject Garrett & Sons to any such liability. It follows that they took the bonds unaffected by any agreement in respect thereto between Chapman and his co-stockholders. The result of these views is, that the decree in both cases must be affirmed, and it is so ordered. Opinion of the Court. WHITESIDE v. HASELTON & Others. APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES FOR THE EASTERN DISTRICT OF TENNESSEE. Argued January 14th, 15th, 1884.-Decided January 28th, 1884. Appeal-Estoppel-Evidence-Jurisdiction-Lis Pendens-Practice. 1. The relief sought for in equity was partition of real estate in defendant's possession with denial of plaintiff's title, accounting, and recovery of rents in arrear. The record did not show affirmatively that the amount in controversy exceeded $5,000. On a motion to dismiss the appeal for want of jurisdiction, the court received affidavits as to the value of the property, and finding it established at over $5,000, retained jurisdiction of the cause. 2. B and E were tenants, under a lease from W, of an undivided interest in a mine. After the expiration of the lease they remained in possession of the property recognizing the superior title to the whole mine of H, owner of another undivided interest therein, and denying the title of W. W then filed in the State court of Tennessee a bill in equity, charging that B, E, and H had confederated, together to defraud W of the property and of the rents and profits, and praying for affirmance of his title and other affirmative relief. The defendants appeared and answered, and a decree was entered recognizing and enforcing the rights of W. Pending the litigation a corporation, of which I was president, organized under the laws of another State, was put in possession of the whole mine and property. In a suit in equity by W against B, E, H, and the corporation to obtain partition, and an accounting, and such rents in arrear as might be found due: Held, That the decree in the former suit was conclusive of the rights of W, as against B, E, H, and the corporation. Mr. W. H. De Witt for appellant. Mr. George Norris for appellees. MR. JUSTICE MILLER delivered the opinion of the court. The suit in this case was brought originally in the Chancery Court of Marion County, Tennessee, by V. A. Gaskill and his wife, who is now the appellant, H. L. Whiteside. The defendants were J. C. Haselton, The Bartow Iron Company, of which he was president, James P. Boyce, in his own right and also as executor of Ker Boyce, deceased. The principal allegation of the bill with which we have to Opinion of the Court. deal is, that plaintiffs, in right of the wife, were the owners of one undivided half of certain mines, known as the Vulcan Coal Mines; that the half interest of plaintiffs was leased for five years to Badge and Eaton, against whom they had recovered judgments for rent unpaid, and that J. C. Haselton and The Bartow Iron Company had obtained possession of said mine and were operating the same, and refused to recognize plaintiffs' title to the land or interest in the mine, and were confederating with Badge and Eaton to defraud plaintiffs of their lien on the tools, implements, and machinery used in mining, and to keep them out of possession of the property. These mines are situated on section three (3), township two (2), range six (6), and plaintiffs, conceding the title of Haselton, or of The Bartow Iron Company, under him, to the other undivided half of this land, pray for a partition, for an account of the rents, and for general relief, and for a temporary injunction, appointment of a receiver, &c. The case was removed, on the petition of Haselton and The Bartow Iron Company, into the Circuit Court of the United States for the Eastern District of Tennessee, where, after a hearing on the merits, the bill of the plaintiffs was dismissed. A motion was made in this court to dismiss the appeal from that decree on the ground that the amount in controversy does not exceed $5,000. There being no distinct statement anywhere in the record of the value of the property in controversy, the parties were permitted to file affidavits here on that subject. Appellant has accordingly produced the affidavit of R. L. Watkins, who swears he knows the property well, and that the undivided half interest in it claimed by appellant is worth over $5,000, and was so when the suit was brought, aside from the $2,500 for rents claimed by her. The examination of the record makes this very probable, and, as there is no denial on oath of this affidavit, we think the amount in controversy is sufficiently proved to be over $5,000. The Bartow Iron Company answers the bill-the answer being sworn to by Haselton as its president-and asserts its ownership of the mine, and of the entire quarter section in |