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on the one hand, to established the fraud charged, and those, on the other.. adduced to rebut the suspicions of dishonest and unlawful combinations to de feat the claims of honest creditors. It is sufficient, we think, to say that the proof falls short of that which the law requires to establish so grave a charge.

It follows that the decree in favor of James H. Dunham, William T. Buckley, and Charles H. Webb, partners as Dunham, Buckley & Co., must be reversed, and the cause remanded, with directions to dismiss the bill as to them; and it is so ordered. As to all the other appellees, the appeal is dismissed.

(115 U. S. 116)
GRAY, Adm'x, etc., 0. NATIONAL STEAM-SHIP Co.

(May 4, 1885.) JUDGMENT AGAINST A DEFUNCT CORPORATION-LIABILITY OF THE SUCCESSOR BY PURCHASE..

A new company, which has purchased the property of a conipany formerly existing, cannot be made to satisfy a judgment subsequently recovered against the oid. company by name.

Appeal from the Circuit Court of the United States for the Southern Dis. trict of New York.

John Fitch, for appellant. John Chetwood, for appellee. * FIELD, J. This was a suit in equity to charge the defendant, the National Steam-ship Company, with the payment of a judgment recovered against another company, known as the National Steam Navigation Company. Both of the companies were English corporations, formed under the English statute, known as the companies act of 1862. The National Steam Navigation Company continued in business until August 15, 1867, when it went into liqui.. dation. On the following day, it sold its ships and its other property, and de livered the same to the National Steam-ship Company. This latter company was incorporated on the first of July, 1867, under the name of the "Steam. ship Company, Limited.” The change of its name to the National Steam-ship Company was made August 8, 1867. After the sale of its property the Navigation Company had no power to do business under the companies act, and existed only for purposes of liquidation.

On the twenty-fourth of October, 1867, the steam-tug Princeton was going up the harbor of New York with a tow of 14 canal-boats loaded with coal. When near the mouth of the Hudson river she met the English steamship Pennsylvania, owned by the National Steam-ship Company, and a collision took place between the canal-boats and the steam-ship, by which three of the boats were sunk, and a man by the name of Wilson W. Gray was killed. The widow of Gray took out letters of administration upon his estate, and then brought an action in the superior court of the city of New York, under a statute of the state, for damages caused by the loss of her husband, against the National Steam Navigation Company, evidently supposing that this company continued the owner of the steam-ship as it formerly had been. In May, 1868, she obtained a verdict, and in June following judgment was entered thereon for $3,289.05.

The National Steam-ship Company was formed for the purpose of buying the property of the navigation company, and conducting the same business. The consideration for the purchase was stock of the new company, to such of the old stockholders as would consent to take it, and money to the dissenting stockholders. Provision was made to raise the money necessary to fill up the capital stock to the required sum, and the sale was subject to the debts of the old company on August 16, 1867. The officers of the old company became the officers of the new company.

18. C. 7 Fed. Rep. 273.

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The widow Gray issued execution on her judgment to the sheriff of the county of New York, which was returned unsatisfied. In December, 1869, she assigned the judgment to one Asa F. Miller, and in January, 1870, he commenced a suit in the supreme court of New York against the National Steam-ship Company, setting forth in his complaint the judgment of the superior court, the return of the execution unsatisfied, the incorporation of the National Steam Navigation Company, and that a short time before the commencement of the action it was engaged in the shipping business between New York and Liverpool, employing steamers, and having a general agency in New York; that at the time of the accruing of the cause of action it was thus engaged in business; that about the time the judgment was obtained and the execution issued, the company assumed and became known by the name of the National Steam-ship Company; that the sheriff was thereby disabled from levying on the property which, up to that time, had stood in the name of the navigation company; that the change of name was to cure a technical defect; that the steam-ship company was incorporated under a statute limiting the liability of the stockholders, and to that company the navigation company has handed over its ships, and all its other property, to a sufficient amount to pay the judgment; that such property remained under the same control; that the change of name was made fraudulently to prevent a levy upon the property; that the steam-ship company held the ships of the navigation company as trustee for the creditors of the latter company; that the navigation company had not been within the state of New York for a year, and had no property except that standing in the name of the steam-ship company; and that this last company had a steam-ship and other ships in its hands, the property of the navigation company. The prayer of the complaint was that the steam-ship company might be decreed to pay the judgment, and be enjoined from disposing of the property it had received from the navigation company, and for the appointment of a receiver.

The steam-ship company answered, admitting the judgment of the plaintiff, the return of execution issued upon it unsatisfied, and the organization of the navigation company, alleging its own distinct incorporation, admitting the sale, transfer, and delivery of the steam-ships and business of the old company to the new company, August 16, 1867, the conduct of its shipping business and its employment of steamers by the old company, up to such transfer and sale, and alleging that the old company had no property in the state, with a general denial of other allegations. The case was heard upon the pleadings and proofs, and at a special term of the court, on December 12, 1870, judgment was rendered dismissing the complaint. On May 7, 1875, at a general term of the court, this judgment was affirmed. A year after its af. firmance an order was entered at a special term, by consent of parties, discontinuing the suit. Before this was done, Asa F. Miller, the plaintiff therein, assigned the superior court judgment to one Morrison, and in February, 1877, Morrison assigned it back to the plaintiff, who soon afterwards commenced the present action in the supreme court of New York. On motion of defendants, it was removed to the circuit court of the United States, and there the the plaintiff filed a bill in equity in place of the complaint filed in the state court. This bill set up the agreement between the two companies of August 16, 1867; alleged the identity of the officers of the two companies; mentioned the recovery of the judgment of the plaintiff, and the various assignments of that judgment, the unsatisfied execution issued thereon, the transfer of the ships and other property of the old navigation company to the new steamship company; alleged that the navigation company had not made a change of ownership of the steamers by sufficient bills of sale, according to British law; mentioned the winding up of the navigation company; and averred that the new company held the property of the old company in fraud of the right of the plaintiff to have his judgment satisfied out of it, and that the naviga

tion company had no property not embraced in the transfer to the steam-ship company out of which execution upon the judgment could be satisfied. The bill prayed for a receiver of the property of the navigation company at the time of its assignment, for an accounting by the defendant of such property, and that the receiver be directed to sell the property and pay the debts of the plaintiff, and for general relief. The defendant in its answer admitted the agreement, the substantial identity of the officers of the two companies, the judgment recovered in the superior court, the unsatisfied execution issued thereon, and the sale and delivery of all the property of the old navigation company to the defendant on the sixteenth August, 1867, for a full consideration; averred that the defendant at that time became owner of all the property, including the steamers; denied the fraudulent transfer alleged, and the ownership of the steam-ships by the navigation company at the time of the recovery of the judgment, or of the return of the execution; reiterated the sale and delivery of the steam-ships to it before the judgment by good and sufficient instruments; and admitted the liquidation of the navigation company, and the winding up of its affairs. It also set up the judginent recovered by the defendant in the case of Miller against it, in the supreme court of New York, as a bar to the present action; denied all fraud in the transfer of the property of the old company; and asked that the bill be dismissed. The case was heard upon the pleadings and proofs, and a decree was rendered therein by the circuit court dismissing the bill. From that decree the case is brought here by appeal.

It is not necessary to consider the position that the judgment of the supreme court of New York, in the case of Miller against the defendant, is a bar to the prosecution of this suit. It is sufficient for the affirmance of the decree of the court below that the judgment of the superior court of the city of New York, which was sought to be enforced against the new company, was recovered against the old company. That company had then ceased to do business of any kind, and was incapable, under its articles of incorporation, of doing any except so far as might be necessary to wind up its affairs. It existed only for purposes of liquidation. It could no more own and run a steam-ship than it could own and manage any other property. There is nothing in the transfer of the property from the old company to the new of which the plaintiff can in any way complain. It took place before the collision occurred which caused the death of the plaintiff's busband. The stockholders of the old company do not complain of that transfer; and it does not appear that complaint comes from any creditors then existing of that concern. The debts of the old firm were assumed by the new; and there is neither reason nor sense in attempting to fasten upon the new company a judgment for damages recovered only against the old. If the plaintiff, by mistake, commenced an action against the wrong company, it is a fault of which she cannot complain. At least the new company is not chargeable as though it had itself been sued, and had its day in court. The navigation company never made any pretense of ownership after its affairs were closed up, and neither the plaintiff nor her counsel were ever misled by the action of the representatives of either company. The case is too plain for further comment.

Decree affirmed.

(115 U. S. 25)
HADDEN and others, Surviving Partners, o. MERRITT, Collector, etc.

(May 4, 1885.)
Customs DUTIES--VALUE OF FOREIGN COINS—W.0 to Judge FINALLY.

The value of foreign coins, as ascertained by the estimate of the director of the mint, and proclaimed by the secretary of the treasury, is conclusive upon customhouse officers and importers. In Error to the Circuit Court of the United States for the Southern District of New York.

H. E. Tremain, M. W. Tyler, and W. B. Coughtry, for plaintiff in error. Sol. Gen. Phillips, for defendant in error.

MATTHEWS, J. This was an action brought by plaintiffs in error against the collector of the port of New York to recover an excess of duties, alleged* to have been illegally exacted, and paid under protest. A verdict was returned for the defendant, under instructions to that effect by the court, and judgment rendered accordingly. To this ruling of the court exceptions were duly taken, and it is now assigned for error. The plaintiffs' case was this:

In the year 1879 they imported from China several invoices of merchandise, subject to an ad valorem duty, the value of which was stated in the invoices in Mexican silver dollars, the currency of the country whence the goods were exported. In converting the value of the invoices, as expressed therein, from Mexican silver dollars into the value by which the actual ad valorem duty upon them was to be ascertained, the dutiable value was arrived at in each case by estimating the value of the Mexican dollar in accordance with the value of such coin as estimated by the director of the mint, and proclaimed by the secretary of the treasury on the first day of January of the year during which the importations were made; and the value of the Mexican dollar so ascertained, estimated, and proclaimed was $1.01 5-10, and duties were as. sessed upon the importations accordingly.

The plaintiff offered to prove that this valuation of the Mexican dollar, as estimated and proclaimed, was erroneous in this, to-wit, that it was based on the value of the Mexican dollar as compared with the silver dollar of the United States, whereas it ought by law to have been estimated and proclaimed by relation to the value of the gold dollar of the United States, and that this would have diminished the dutiable value of the goods imported, by the difference between from 84 2-10 cents to 86 7-10 cents, and 101 5-10 cents, as the value of the Mexican dollar, varying according to the dates of the several importations, with the commercial difference in value between gold and silver. The evidence offered on this point was rejected, and the ruling of the court in its instruction to the jury to return a verdict for the defendant, was based on the proposition that, in assessing the duties collected on the value of the invoices, reduced from Mexican silver dollars to the money of account of the United States, the collector and importer were concluded by the estimate of the director of the mint, proclaimed by the secretary of the* treasury, and then in force. In opposition to that, it is contended that such estimate is not conclusive in a case where it can be shown that it is based on the value of the foreign silver coin computed in terms of the silver dollar, instead of the gold dollar of the coinage of the United States, in violation, it is argued, of the statutory rule prescribed for making such estimate, which requires that the value of the foreign coin, so estimated, shall be expressed in the money of account of the United States, the standard unit of value of which is assumed to be the gold dollar and not the silver dollar.

Section 2838, Rev. St., requires all invoices of merchandise, subject to a duty ad valorum, to be made out in the currency of the place or country from whence the importation shall be made, and that they shall contain a true statement of the actual cost of such merchandise in such foreign currency or

7.55-74

currencies, without any respect to the value of the coins of the United States, or of foreign coins, by law made current within the United States, in such foreign place or country. Section 3564, Rev. St., is as follows: “The value of foreign coin, as expressed in the money of account of the United States, shall be that of the pure metal of such coin of standard value; and the values of the standard coins in circulation of the various nations of the world shall be estimated annually by the director of the mint, and be proclaimed on the first day of January by the secretary of the treasury.”

The value of foreign coins, as ascertained by the estimate of the director of the mint and proclaimed by the secretary of the treasury, is conclusive upon custom-house officers and importers. No errors alleged to exist in the estimate, resulting from any cause, can be shown in a judicial proceeding, to affect the rights of the government or individuals. There is no value, and can be none, in such coins, except as thus ascertained; and the duty of ascertaining and declaring their value, cast upon the treasury department, is the per formance of an executive function, requiring skill, and the exercise of judgment and discretion, which precludes judicial inquiry into the correctness of the decision. If any error, in adopting a wrong standard, rule, or mode of computation, or in any other way, is alleged to have been committed, there is but one method of correction. That is to appeal to the department itself. To permit judicial inquiry in any case is to open a matter for repeated decision, which the statute evidently intended should be annually settled by public authority; and there is not, as is assumed in the argument of the plaintiff in error, any such positive and peremptory rule of valuation prescribed in the statute, as serves to limit the discretion of the treasury department in making its published estimate, or would enable a court to correct an alleged mistake or miscalculation. The whole subject is confided by the law exclusively to the jurisdiction of the executive officers charged with the duty; and their action cannot be otherwise questioned.

Such was the principle announced in the case of Cramer v. Arthur, 102 U. S. 612. It was there said, (page 616:) “That valuation, so long as it remained unchanged, was binding on the collector and on importers,-just as binding as if it had been in a permanent statute, like the statute of 1846, for example. Parties cannot be permitted to go behind the proclamation, any more than they would have been permitted to go behind the statute for the purpose of proving, by parol or by financial quotations in gazettes, that its valuations are inaccurate. The government gets at the truth as near as it can, and proclaims it. Importers and collectors must abide by the rule as proclaimed. It would be a constant source of confusion and uncertainty if every importer could on every invoice raise the question of the value of foreign moneys and coins.

Page 619. “If existing regulations are found to be insufficient, if they lead to inaccurate results, the only remedy is to apply to the president, through the treasury department, to change the regulations."

There was no error in the ruling of the circuit court, and the judgment is affirmed. (115 U. S. 51)

GRANT ». PARKER.

(May 4, 1885.) CORPORATIONS-INJUNCTION TO RESTRAIN DIRECTOR OF A CORPORATION FROM VOTING.

A president of a mining company, who apprehends that his official rights may be infringed by the enforcing of a rule made in his absence by a majority of the di. rectors, cannot obtain from a court of equity aid to restrain a director from attend. ing a meeting of the directors, and voting for the enforcement of such a rule. Appeal from the Circuit Court of the United States for the District of Cal. ifornia.

Whit. M. Grant, for appellant. John N. Rogers and John Johns, for appellee.

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