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stock of the said defendant corporation issued | answered, denying all the material allegato him as aforesaid; that on the 2d day of May, tions of the complaint, and pleaded a number 1908, the said defendant L. 0. Ralston was duly elected as president of the said defendant corpo

of affirmative defenses, among which was a ration, and continued as such president until transfer by defendant Ralston of the 346 on or about the 10th day of January, 1910; that shares of stock of defendant bank to Samuel during the time the said Ralston was president Connell. A releas

Connell, a release executed in the name of of said defendant corporation, he removed from the said defendant corporation without any ac

the bank and signed by its president and tion of the board of directors, or without any secretary of all claims against defendant authority therefor, or without paying any con- Ralston, and a bond signed by Connell and sideration therefor, the said 23 shares of the

| the defendant bank indemnifying defendant capital stock of the said City Messenger & Delivery Company; that the said defendant corpo Ralston against all liability to existing credration received no consideration for the pur- itors of the bank as to any balance due on chase of the said 245 shares of its capital stock

said shares of stock or any other claim or other than as hereinabove alleged, save and except the sum of $300 received for the sale of

of | demand that might arise out of Ralston's lot No. 5, in section No. 30, township No. 1, ownership of said 346 shares, and containing north of range 5 east, containing 11.35 acres, a covenant that Connell should satisfy all more or less, lying and being within Multnomah

such claims and save Ralston harmless therecounty, state of Oregon, said above-described real estate being a portion of the real property from. It was further alleged that such proconveyed by the said defendant Ralston to the ceedings were taken with the knowledge and said defendant corporation, and being the only consent of the officers and stockholders of portion of said real property so conveyed by the said defendant Ralston that the defendant cor

the bank, that Connell was still the owner of poration could dispose of for the reason that the 346 shares of stock, and that the plainthe title to the said property was of no value, tiff, the defendant corporation, and its ofas hereinbefore alleged; that the par value of the said 245 shares of the capital stock of the

ficers and stockholders were therefore essaid defendant corporation so subscribed for topped to maintain

topped to maintain this suit. By a further by the said defendant L. 0. Ralston, as alleged and separate answer it was averred that all in paragraph 5 hereof, is $24,500, which sum

persons who were creditors of the defendant the said defendant Ralston promised and agreed to pay therefor, and that no part thereof has

| bank at the date of the assignment of stock been paid, except the sum of $300 received for by Ralston to Connell had ceased to be credsaid 11.35 acres lot described in paragraph 7, itors upon the commencement of this suit. and that there is now due and owing from the said defendant L. O. Ralston to this plaintiff as

It was also declared that Connell was a necstate superintendent of banks of the state of essa ry party to this suit, and should be made Oregon on behalf of the creditors of the defend-a defendant therein. A further defense stat. ant corporation the sum of $24,200, with inter

ed that plaintiff had no legal authority to est thereon from the 2d day of May, 1908, at the rate of 6 per cent. per annum."

sue, which defense was stricken out on moThe second cause may be stated as fol

tion of plaintiff. Thereafter a supplemental lows:

answer was filed by the defendant, alleging, "That the said defendant corporation has an

in substance, that on or about the 27th day authorized capital stock of $150,000, divided in- of August, 1913, the plaintiff in this suit to 1,500 shares of the par value of $100 a commenced another and different suit, in the share; that on or about the lith day of May, I same court. against G. W. Waterbury, E. C. 1908, the defendant L. 0. Ralston caused to be issued to himself 91 shares of the capital

anital Knoernschild, C. W. Miller, S. Logan Hays, stock of the said defendant corporation ; that Julius H. Alexander, John E. Davis, and W. on or about the 8th day of December, 1908, the A. Currie, defendants therein, to recover from defendant Ralston caused to be issued to himself 10 shares of the capital stock of the said

them on their subscription to 2,500 shares of defendant corporation; that the defendant L. 0. the capital stock of the Bank of America, Ralston caused the said stock to be issued to setting forth the complaint in that suit, inhimself without any authority of the board of

cluding the prayer, and making the followdirectors of said defendant corporation, or without paying any consideration therefor; that the

ing additional allegations, to wit: said defendant, though often requested, has fail "That any capital stock of the American ed, refused, and neglected to pay any considera-Bank & Trust Company, which this defendant tion for the said 91 shares of the capital stock ever owned or held therein, was delivered to of the said defendant corporation or for the said him from and out of the capital stock of the 10 shares of the capital stock of said defendant said defendants in the said suit commenced on corporation, and there remains due and owing or about the 26th day of August, 1913, and the plaintiff on behalf of the said defendant which is now pending before this court, and corporation from the defendant L, O. Ralston

that such suit was commenced after the comtherefor the sum of $9.100 and interest thereon mencement of this suit, and after this defendfrom the 11th day of May, 1908, at the rate of ant Ralston had filed his answer herein; that 6 per cent. per annum, and the further sum of the plaintiff in the suit commenced, on or about $1.000 and interest thereon from the 8th day the 26th day of August, 1913, and which is now of December, 1908, at the rate of 6 per cent. pending before this court, and that such suit per annum."

was commenced after the commencement of this It is also alleged that a release of liability

suit, and after this defendant Ralston had from the defendant bank to Ralston was ex

filed his answer herein; that the plaintiff, in

the suit commenced on or about the 26th day ecuted without consideration and without au of August, 1913, seeks to recover from the dethority of the board of directors, and was fendants therein on account of their respective void. The defendant demurred upon each of

e subscriptions of capital stock of said corpora

tion, for and on account of the subscriptions to the statutory grounds specified in section 68, the identical capital stock, and the issue thereof, L. 0. L., and, the demurrer being overruled, I to such defendants, for which the plaintiff seeks

to recover against this defendant for and on ac- , marily the creditors and depositors of the count of his alleged subscription to such capi- | bank. If he merely represented the corpotal stock, and the alleged issuance of such capi- rate entito

rate entity, there would be little reason for tal stock to this defendant; that any and all of the capital stock of the American Bank & Trust permitting him to interfere in the winding Company, which was ever owned or held by, up of an insolvent institution. His duties or was ever issued to this defendant, was the and rights are except as somewhat extended capital stock which a long time prior thereto

by the statute, analogous to those of a receivhad been subscribed for and was issued to the defendants in the other suit, by reason of which er of a national bank or a trustee in bankthe plaintiff is not entitled to have or recover ruptcy under the federal statutes. The exany decree against this defendant for any stock

tent of the authority of a trustee in bankwhich was issued to, or ever owned or held by him. which prior thereto had been subscribed ruptcy has been defined by this court in the for and issued to the defendants, or either of case of Falco v. Kaupisch Creamery Comthem, in the other suit above mentioned,"

| pany, 42 Or. 422, 70 Pac. 286, in the followA further statement of issues appears in ing language: the opinion. There was a decree for plain "From this doctrine it necessarily follows that tiff, and defendant appeals.

unpaid subscriptions to the capital stock of a

corporation pass like other assets to the trustee C. A. Johns and Jay Bowerman, both of in bankruptcy, and he is the only party that Portland, for appellant. Sidney Graham, of

can bring an action or proceeding thereon.

Sanger v. Upton, 91 U. $. 56 [23 L. Ed. 220]; Portland, and I. H. Van Winkle, of Salem

In re Crystal Springs Bottling Co. (D. C.) 96 (Geo. M. Brown, Atty. Gen., on the brief), for Fed. 945; Lane v. Nickerson, 99 Ill. 284. And respondent.

it also follows that any fraudulent act of the corporation itself, intended to deprive the cred

Titors of a right to resort to the unpaid subscripMCBRIDE, J. (after stating the facts as tion, is of the same nature as fraudulent conveyabove). [1] At the threshold of the discus-ances of any other property of the bankrupt, sion of this very intricate case we are met | and may be avoided at the suit of a trustee. with the suggestion that the superintendent of banks has not the legal capacity to main

The rights and duties of a receiver of a natain this suit. It must be premised that the

tional bank are prescribed in the following authority of that officer is purely statutory,

opinions of the federal and state courts: and unless it is given in express language or In Case v. Terrell, 11 Wall. 202, 20 L. Ed. by necessary implication from the language

134, wherein it was contended that the reused, he does not possess it. Section 4586,

ceiver represented the government, the court L. 0. L., as amended by the Laws of 1911,

answered said contention: chapter 171, provides, among other things,

"As to the receiver, the claim, if any such be that the superintendent of banks may under

made, is not worth serious consideration. He

represents the bank, its stockholders, its credicertain circumstances (shown to exist here), tors, and does not in any sense represent the take possession of the property and business government." of a bank, and liquidate its affairs and ad In the case of Brown v. Schleier, 118 Fed. minister upon its assets. It is further pro- 986, 55 C. C. A. 475, the court says: vided that he may collect money due the “As such receiver he is vested with all the bank and do such other acts as are neces- rights of creditors and the rights of the corposary to preserve its assets and business, and ration itself, and may doubtless challenge any

wrongful act which creditors could challenge, may, if necessary to pay the debts of such

and maintain such suits against third parties, bank, enforce the individual liability of stock including actions against directors and stockholders. The first cause of action is based holders of the bank on account of wrongful and upon the allegation that defendant Ralston

fraudulent acts, as the corporation might main

tain." subscribed for 245 shares of stock, and procured its transfer by promising to convey to

[2] Nor is a receiver, and by parity of the bank certain real estate, which he false

reasoning the commissioner of banks in the ly represented was of the value of $22,500,

instant case, bound by the fraudulent or unwhereas in truth he had only a practically

authorized acts of the bank. The reasons worthless tax title to the property, from

om

Tor

for this are clearly stated in Hayes v. Kenwhich the bank realized only $300; that the yon, ?R. 1, 141, whe

yon, 7 R. I. 141, wherein the court says: worthless character of his title was well "The first objection urged to the verdict is, known to him, and that such representations

that the court misdirected the jury when in

structing them that the plaintiff represented the were made with intent to defraud the bank;

In intent to derraud the bank; creditors of the bank, and could look behind its that in 1910 Ralston caused to be executed acts in the assertion of their rights. It is diffia release from all liability to the bank, sign. cult, however, to see the force of this objection

in a case where the charge and the proof is, ed by the manager and cashier, but that said

asher, but that said that the defendant, in a breach of his trust, as release was not authorized by the board of president of the bank, connived with sharpers directors or by the stockholders, and was to sell out the bank to them, and take payment

u from them in the assets of the bank, knowing. without consideration and void. Other alle

or having every reason to know, that their purgations too numerous to be inserted here

pose in the purchase was to defraud the public. show the insolvency of the bank, the extent One would think, especially if this was done of its assets. liabilities, and the necessity without authority even formally legal, that it

was a wrong for which the bank itself might of enforcing the liability of stockholders.

binty of stockholders. have redress, if it was ever rescued from the to seek it, and that the plaintiff might maintain shares issued upon the consideration of Ral. this action as representing the corporation only, ston's conveyance and the deposit of messenConsidering, however, the purpose of the bank

| ger stock were a reissue from the shares sur. act, we deem this a very narrow and false view of the scope of the receivership provided by it. / rendered by Waterbury and his associates : The proceeding under which the receiver is ap- but such memoranda are evidently made at a pointed, is not a proceeding by the corporation, later date than the issue of the stock, contain but against it. It is not for the corporation, but exclusively for the public, as billholders, and for

interlineations and erasures, are written with those having funds in its hands as depositors; different ink from that used on other parts and it is only when they are in danger of being of the stub; and, considering the fact that defrauded, or the bank has become insolvent, Ralston a short time subsequently became that commissioners or the court can act. Rev. St. c. 126. & 47. The duty of the receiver, as | president of the bank, he either made the marked out by the statute, regards the creditors, memoranda himself or caused them to be and not the corporation, which is to be wound made by the then superserviceable MacGibup. The forty-ninth section provides for the bon with the intent to escape liability as a payment of the debts of the corporation out of its assets. giving a preference to billholders : / subscriber. Even granting that it was surand it is only after the creditors are satisfied rendered to the bank by Waterbury because and the expenses of the trust paid, that the not paid for, because the consideration failed, stockholders are to receive anything. It is true, that by the fiftieth section, the receiver is cloth

or for any reason, and that after it had been ed with all the powers and rights of the corpora- So surrendered, the bank in form reissued it tion in respect to the collection of debts, con- to Ralston, this fact would not render him ferred upon it by charter or otherwise; but any the less a subscriber. The bank had no this, so far from being designed to limit his powers, was designed to clothe him with special

right to purchase its own stock. If it did so, powers and authorities. His principal office, un- it diminished its capital by just so much as der the law, as we have seen, is to care for and the shares purchased represented, unless the represent the interest of creditors; and in all

stock so surrendered or purchased is to be such cases, the receiver or assignee, call hiin by whatever name you will, may take advantage

treated, as in equity it should, as having gone of any fraud in derogation of the rights of credi- back into the general mass of original stock tors, to which the insolvent debtor was a party. and thereby become subject to subscription. A deed which is void as against creditors, is This view is sustained by the following auvoid also as against those who, by law, represent creditors. Doe d. Grimsby v. 'Ball. 11 M. & W. ) thorities: State ex rel. v. Smith et al., 48 Vt 531, 533. If this principle were not applied to 266; Pabst v. Goodrich, 133 Wis. 43, 113 N. the receivers of insolvent banks, the receivership W. 398. 14 Ann. Cas. 824; Porter v. Plymwould, in a great number of cases, be of very little use."

outh Gold Mining Company, 29 Mont. 347, [3-5] We will now consider the facts relat

| 74 Pac. 938, 101 Am. St. Rep. 569; Bank v. ing to defendant Ralston's relations with the

Wickersham, 99 Cal. 655, 34 Pac. 444; Wells company in order to determine whether he is

& Co. v. Thompson Mfg. Co. and Foley, 51 to be treated as a subscriber for stock hela | Mo. App. 41; Commonwealth v. Boston & Alby the company or a purchaser of stock previ

'bany R. Co., 142 Mass. 146, 155, 7 N. E. 716; ously subscribed and paid for and repurchas- Belknap, Receiver, V. Adams and Rice, 49 La. ed by it. It appears from the testimony that

Ann. 1350, 22 South. 382. So that while the previous to Ralston's dealings with the bank

testimony indicates that there was original one G. W. Waterbury and others had sub- stock on hand to satisfy the exigency of Ralscribed for 850 shares of stock in the corpo- ston's purchase, yet upon his own theory he ration, and had pretended to pay for it in as

is still liable as a subscriber for any amount sets of the Bank of America, representing

he has failed to pay. Some question is raisthem to be of the value of $85,000, although

ed on account of the fact that the certificates they were in fact probably worthless. Wa

for 35 of the shares included in the transacterbury subsequently attempted to surrender

tion were issued in the name of L. R. Ralston his shares, which were taken up by the bank

and 10 shares in the name of J. M. Long, but and canceled. This proceeding was wholly

the fact remains that they were issued upon outside of the law and in defiance of section

the faith of defendant's agreement to pay 4569, L, O. L., which forbids a bank to be

for them by conveying the real estate and come the purchaser of its own stock, except

transferring the messenger stock, and he canunder circumstances which are not shown to

not escape liability by causing them to be ishave existed at the time the stock in question

sued upon the books of the company to other was surrendered. It follows that the trans- persons. We are of the opinion that defendaction was yoid, and the bank never legally ant Ralston must be treated as a subscriber became the owner of the Waterbury stock, for the 245 shares embraced in the transacand therefore had no legal right to reissue it. tion above detailed. McAllister v. American When Ralston contracted to purchase stock, Hospital Association, 62 Or, 530, 125 Pac.' he did not apply for the Waterbury stock or 286; Jackson v. Traer et al., 64 Iowa, 469, any particular stock. He merely contracted 480, 0 N. W. 764, 52 Am. Rep. 449. This conto purchase 245 shares of stock, and to pay clusion being reached, we will next consider therefor by conveying to the company real the evidence as to payment. property worth $22,200, and 23 shares of city [6] It may be premised that the law and messenger stock to cover the balance of the public policy alike demand that a stock subpurchase price. The memoranda upon stubs scription shall be paid for in money or some

indicates that Ralston offered to deed to the of its paid in capital, surplus and undivided bank property of the value of $22,200. There profits. 2. Such real estate as shall be puris slight evidence as to its value, but the

hut the chased by or conveyed to such bank in satisfac

tion of, or on account of debts previously confact was that he had no title to the property tracted in the course of its business. 3. Such beyond that obtained by a tax certificate or real estate as it shall purchase at sale under deed; such titles in this state being notori- judgments, decrees, or mortgage foreclosure un

der securities held by it. * * " ously worthless as a basis of title, and for which he had paid $90. After getting the

In view of this section it is plain that an stock transferred. he tendered a quitclaim attempted payment in realty by Ralston for deed, which even MacGibbon, the then presi

the stock purchased by him amounted to no dent, refused to accept or record, demanding payment at all, except to the extent that the a warranty deed, but which subsequently, proceeds of such attempted payment went to probably after Ralston's election to the office swell the assets of the bank. The alleged of president, found its way into the record, part payment in messenger stock was no payand the bank was afterward dispossessed of ment at all. It is not shown to have been the property, but in some way did manage paid-up stock, or to have had any real value to get $300 out of it. The whole transaction at the time it was turned over, and Ralston, was a swindle upon the bank, its stockhold- after he became president, took it away, sayers, and creditors, worthy of the cheapesting that he would either have to do that or bonco steerer. It does not lie in the mouth pay for it, which indicates that it was either of Ralston to say that the title was as valua- unpaid stock or that he was not the owner ble as the bank stock. For many months aft- of it. In a court of equity a party will not erward he acted as president of the bank, re- be heard to say that he paid a consideration ceived deposits, disposed of stock, and in ev- for property and afterward stole the considery way held it out to the public as a solvent eration, even if it actually possessed some and reputable bank, when, if its stock was value. Ralston was upon the witness stand as worthless as the title he attempted to palm and gave no explanation whatever of this off on the bank, he knew that the concern transaction. We find that the shares of meswas rotten. If it was, it was he and Mac senger stock were then of no value, and that Gibbon and Waterbury and their ilk who there was a failure of consideration to the made it so, and justice will be subserved by extent that they were accepted as a payment. holding them to their subscriptions until ev- (10, 11] The attempted release of defendery creditor is satisfied. Defendant should ant from liability executed by the manager pay this $22,200 in full, less the $300 realized and cashier of the bank was without authorout of the property.

ity of the board of directors or of the stock[7-9] The discussion as to whether a con- holders, and is void. While the indemnity tract to "make a deed" is fulfilled by giving agreement purports to be a sale of the shares a quitclaim deed is beside the question which to Samuel Connell, the evidence shows that is involved in the instant case. We are not it was in fact a retransfer of the shares to prepared to dispute the contention of learned the bank, and the assignment to Connell was counsel that ordinarily such a contract is ful- a subterfuge used to circumvent the law, filled by giving a quitclaim deed, but in the which prohibits a bank from purchasing its purchase of stock from a bank another con- own shares. It was a device used for the sideration is involved. Its capital stock is purpose of enabling defendant to escape payits life blood. It is that upon which deposi- ment of his subscription, and is void as tors rely in making their deposits. It is a against creditors and innocent stockholders sacred fund which the law requires to be of the insolvent institution who are here repkept intact; hence, the rule announced that resented by the bank examiner. The effect capital stock must be paid for by the sub- of the transaction upon the matters included scriber in money or in something worth the in the second cause of action will be heremoney, and he who subscribes for stock after discussed. from a bank must exercise the utmost good (12] Passing now to the second cause of faith to see to it that what he gives in ex-action it will be noticed that it is not brought change is equal to the par value of the stock to recover upon a subscription to capital translated into terms of dollars and cents. stock, but substantially in damages for the Another proposition which is conclusive of unlawful conversion of shares of stock. It this branch of the subject is that the bank is alleged, in substance, that defendant, as had no authority to accept this real estate president, unlawfully and without the coneither in payment for stock or for any reasonsent of the board of directors caused to be which appears in this case. Section 4571, L. issued to himself 101 shares of stock and has 0. L., provides:

refused to pay for the same, and judgment "Any person, firm, or corporation doing ais asked for $10,100, the par value of the banking business in this state may purchase, shares so unlawfully appropriated. The facts hold, and convey real estate for the following purposes and no others: 1. Such real estate as appear to be that for some reason, probably shall be necessary in which to transact the busi- to enable the bank to sell the shares at less ness of any such bank, including with its bank-than par value or to cover up the fact that ing offices, other premises in the same building to rent as a source of income, but which shall

it was holding or purchasing its own stock in

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of 182 shares of the par value of $18,200, and taken. The undertaking by Connell to hold being part of the stock surrendered by Wa- defendant harmless in any proceeding which terbury and his associates, was held in the might thereafter be had against him on acname of Ralston and MacGibbon as trustees count of his transactions with the bank is for the bank; Ralston holding one half the a personal matter between defendant and shares, and MacGibbon the other half. With Connell. So far as the bank undertook to be what seems to be a characteristic disposition surety on such undertaking, the transaction to appropriate anything lying around loose, is wholly void and unauthorized as to credRalston caused the 91 shares held by him as itors of the bank, as already intimated. As trustee to be issued to himself personally, to its effect between defendant and Connell, and appears to have disposed of part of them it is unnecessary to express an opinion. Neifor his own benefit or to have kept them, ther was it necessary to make all stockholdHe paid the bank nothing for them, and ers of the bank parties. The superintendent when he was finally requested to withdraw of banks, in our opinion, has authority to he brought in what he had disposed of, and bring any suit that the bank or any creditor turned over to Connell apparently as an in- or stockholder could have brought. The bank dividual, but in fact as trustee for the bank, itself, if it could have been freed from the these shares, together with the 245 shares he corrupt or incompetent officials who mishad subscribed for in the first instance. An- managed its affairs, could have repudiated other certificate for 10 shares was issued to their unauthorized acts and compelled him to Mr. Ralston to enable him to borrow $1,000 | pay for the stock, and previous to the superfor the bank. The money was borrowed and intendent's taking possession any stockholder afterward repaid, and upon the final closing in the event of the refusal of the officers of up of Ralston's business with the bank this the bank to act, could have brought such stock was turned over to Connell. At the suit. The stock in contemplation of law same time that the stock was turned over was purchased upon an agreement to pay for Ralston was permitted to take out certain it immediately in property equivalent to it notes due the bank of the face value of $8,

in par value. The shares were delivered, but 500, and was paid $1,500 in cash. Connell the defendant fraudulently failed to convey gave his personal note for $10,000 to cover such property, and tendered a conveyance, this, and afterward paid the note. Now as which was practically worthless as an asset. Ralston is not sued as a subscriber for this Thereupon a cause of suit arose to compe! 101 shares of stock, but merely for the con him to pay in money this demand, which was version of it, and it appears that it was re- an asset of the bank that its officials, one of turned and accepted by the officers of the whom was the defendant, fraudulently failed bank, and that the bank has lost nothing by to enforce. The bank now having fallen the transaction, receiving, in fact, $8,500 of honest hands, a suit is brought to uncover Connell's money in exchange for notes of the unauthorized acts by which defendant's doubtful value, it would seem inequitable to fraud was concealed, and to compel him to compel Ralston to pay for the stock for do equity in the premises by paying the which he is not sued as a subscriber and money for the stock for which he has subwhich he has returned.

scribed. His contract to pay for stock is in[13] The contention that plaintiff's remedy dividual, and not dependent upon whether is by an action at law is untenable. The fact or not other persons have failed to pay in that the books of the bank showed upon their

of the bank showed upon their full for stock. Nor is the plea that the plainface a regular purchase and issue of stock tiff is suing another party for a subscription and a payment credit of $22,200 in real es.

for the same stock available here. If such tate transferred and of $2,300 in stock of the a fact were shown it might be considered as messenger company, when in fact such real

evidence in the nature of an admission by estate and stock were worthless and such a

plaintiff that such other party, and not the credit a fraud upon the bank, its creditors, defendant, was the person liable; but as and stockholders, and the further fact that heretofore intimated we are of the opinion the defendant Ralston bad obtained a release

that the evidence tends to show that plainfrom all liability signed by the officers of tiff bought original unissued stock, and that the bank and apparently regular. when in the stubs in the stock certificate record have truth the release was unauthorized, illegal,

been fraudulently "doctored” in the interest and therefore fraudulent, rendered the in- of the defendant. terposition of a court of equity imperatively

The history of this bank from the beginnecessary in order that these and other ning is a record of deception, fraud, and misfraudulent devices of Ralston and his asso management Publishing to the world by its ciates should be uncovered. To have submit-articles that it had a capital stock of $150,ted the mass of evidence and exhibits which 000, an examination of the testimony shows have consumed a week of our time in their' that such capital was represented by $85,000 examination to a jury whose time for delib- \ of the assets of an insolvent "tincup" bank eration is necessarily limited would have of small value, something which is termed been a farce.

"Mt. Hood” stock, presumably a paper rail

en into

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