against whom the execution was issued, he must use due diligence, as a very slight delay will defeat his title. Tufton v. Harding, 29 L. J. Ch. 225.

Delay is not, however, material, so long as the course of proceedings taken by the different claimants is such as, if persevered in, will determine their respective rights as between themselves without the intervention of a court of equity. Sieveking v. Behrens, 2 Myl. & Cr. 581.

§ 8. Statutory provisions. By the English Statute of 23 and 24 Vict., ch. 126, § 12, authority is given to courts of law to direct an interpleader for settling the rights of conflicting claims to the same property, in such cases as courts of equity allow an interpleader bill. See Tanner v. European Bank, L. R., 1 Exch. 261; Rusden v. Pope, 3 id. 269; Hurst v. Sheldon, 13 C. B. (N. S.) 750. So, similar authority has been conferred upon courts of law by the codes of practice adopted in many of the States. See Bates v. Lilly, 65 N. C. 232; McKay v. Draper, 27 N. Y. (1 Smith) 256; Nelson v. Goree, 34 Ala. 565; Rohrer v. Turrill, 4 Minn. 407; Board of Education v. Scoville, 13 Kan. 17.

ARTICLE III.

INSTANCES.

Section 1. When allowed. Upon the general principles of equity jurisprudence, a bank may be entitled to relief by a bill of interpleader against separate and adversary parties who claim title to moneys therein deposited. City Bank of New York v. Skelton, 2 Blatchf. (C. C.) 14. And the United States may have the remedy for the adjudication of the rights of hostile claimants to a fund in its hands. Tiernan v. Rescaniere, 10 Gill & J. (Md.) 217.

Where the money due on a negotiable promissory note is claimed on the one hand by a creditor of the payee, who has attached the money in the hands of the maker of the note before its maturity, and on the other hand by an indorsee of the note, who took it subsequently to the attachment, but before its maturity, and who claims to be a bona fide holder for a valuable consideration, without notice of the attachment, this state of facts is held to present a proper case for a bill of interpleader. Briant v. Reed, 1 McCart. (N. J.) 271.

It is held that a bill of interpleader will lie, by a tenant, where, upon the death of the lessor, conflicting claims for the rent are made by a devisee and the heirs of the lessor. Badeau v. Tylee, 1 Sandf. Ch.

270. So, where two parties claiming adversely an estate under the limitations of a settlement which contained a power of leasing, brought actions against a tenant for rent, reserved by a lease made under the power — it was held that the case was a proper one for an interpleader. Birmingham v. Tuite, 7 Ir. Eq. 221.

The case where a reward has been publicly offered to any one who will furnish evidence to secure the conviction of an offender, and several persons claim to have furnished the evidence and to be entitled to the sum offered, is held to be peculiarly proper for an interpleader. Fargo v. Arthur, 43 How. (N. Y.) 193. So, where goods had been placed in the charge of common carriers for transportation, and immediately afterward two different parties, with distinct and separate interests, presented themselves as claimants for the goods, one of whom brought an action against the carriers for the recovery of the goods, and the other threatened an action this was held to be a proper case for an interpleader. Schuyler v. Hargous, 28 id. 245; S. C., 3 Robt.

673.

It is no objection to a bill of interpleader, that another bill in chancery is pending in which the defendant is complainant; especially where there is more than one such suit in equity pending, besides several at law, and such suit is one of the very grievances complained of, and where neither of the pending suits could determine the question of the rights of all the parties, or as to the whole fund. School District v. Weston, 31 Mich. 86.

§ 2. When denied. A bill of interpleader cannot be sustained where the plaintiff is obliged to state that, as to some of the defendants, he is a wrong-doer. United States v. Vietor, 16 Abb. (N. Y.) 153; Tyus v. Rust, 37 Ga. 574; Mt. Holly, etc., Turnpike Co. v. Ferree, 17 N. J. Eq. 117; Quinn v. Green, 1 Ired. (N. C.) Eq. 229. Thus, if a sheriff has an execution in favor of one person, and levies it upon property claimed by another, he cannot require these persons to interplead, because if the claim of the person against whom there is no execution be just, the sheriff is a wrong-doer as to him. Id.; Slingsby v. Boulton, 1 Ves. & B. 334; Shaw v. Coster, 8 Paige, 339; Dewey v. White, 65 No. Car. 225. See Storrs v. Payne, 4 Hen. & M. (Va.) 506. But in Child v. Mann, L. R., 3 Eq. 806, the sheriff was allowed to file a bill of interpleader against the execution creditor and the assignee in bankruptcy of the execution creditor. So, the sheriff has a remedy by an application to the summary jurisdiction of the court, in obedience to whose injunction he has suspended proceedings under an injunction, for protection and instructions. Ex parte Sheriff of Middlesex, 12 id. 207; Barker v. Parker, 42 N. H. 78.

A debtor who has been served with a notice that an attachment has been granted against the property of the creditor has no standing in court to interplead his creditor and the plaintiffs in the attachment. United States, etc., Co. v. Wiley, 41 Barb. 477.

Nor is a bailee entitled to call upon a party to interplead as to the property on the ground that as to such party he is a stakeholder or trustee, when, at the time of the bailment, the party was unknown and had no connection with the transaction. First National Bank v. Bininger, 26 N. J. Eq. 345. And see Lund v. Seamen's Bank, 37 Barb. 129.

In Massachusetts the remedy at law of a person upon whom a tax is illegally assessed by a town or city is plain, adequate, complete and exhaustive, in the event of the tax being collected. Clouston v. Shearer, 99 Mass. 209; Norton v. City of Boston, 119 id. 194. A trustee under a will cannot, therefore, maintain a bill in equity against two towns to determine in which he is liable to be taxed. Macy v. Inhabitants of Nan tucket, 121 id. 351. See, also, Greene v. Mumford, 5 R. I. 472. But it is held in New York that where an occupied farm lying partly in each of two adjoining towns is assessed and taxed in both towns, and warrants for the collection of the taxes are placed in the hands of the respective town collectors, an action in the nature of a bill of interpleader may be maintained by the owner and occupant against the two collectors for the purpose of determining in which town his farm is properly taxed. Dorn v. Fox, 61 N. Y. (16 Sick.) 264.

An administrator cannot maintain a bill of interpleader against those claiming the benefit of an order of distribution. Freeland v. Wilson, 18 Mo. 380.

CHAPTER LXXXV.

JOINT-STOCK COMPANIES.

TITLE I

GENERAL RULES AND PRINCIPLES.

ARTICLE I.

NATURE, RIGHTS AND LIABILITIES.

Section 1. Definition and nature.

A joint-stock company has been defined as an association in which the capital is thrown into one mass and employed for the general benefit, each member participating in the gain according to the proportion of stock or capital which belongs to him. Wordsw. Joint-Stock Comp. 1.

Unincorporated joint-stock companies are usually regarded as mere partnerships, differing from common partnerships only in the larger number of persons constituting the company. See Robbins v. Butler, 24 Ill. 397; Bullard v. Kinney, 10 Cal. 60; Coal Co. v. Fry, 4 Phil. (Penn.) 129; Greenwood's Case, 23 Eng. Law & Eq. 422; Lafond v. Deems, 52 How. (N. Y.) 41. It has, however, been said that such companies are not pure partnerships, for their members are recognized as an aggregate body; nor are they pure corporations, for their members are more or less liable to contribute to the debts of the collective whole. They are rather associations of persons intermediate between corporations known to the common law, and ordinary partnerships; and partaking of the nature of both. Lindley on Part. 6. And see Oliver v. Liverpool, etc., Ins. Co., 100 Mass. 531, 539. Such, at least, would seem to be the character of joint-stock companies in England, where they are regulated by statute. But, generally speaking, companies or societies which are not expressly sanctioned by the legislature, pursuant to some special or general law, are nothing more than ordinary partnerships, and the rules of law respecting them are the same. Wells v. Gates, 18 Barb. 557; Butterfield v. Beardsley, 28 Mich. 412; Moore v. Brink, 4 Hun (N. Y.), 402.

§ 2. How organized. In England, owing to the difficulty and expense attending incorporation, joint-stock companies are very common, and there are numerous acts of parliament which relate especially to them, and which, in the formation of them, require certain formalities to be observed. But in this country, where the same necessity for such companies does not seem to exist, because of the facility of incorporation, the law makes no distinction in respect to the manner in which they may be created, between them and private or ordinary copartnerships. See Wells v. Gates, 18 Barb. 557; Cox v. Bodfish, 35 Me. 302; Babb v. Reed, 5 Rawle (Penn.), 151. They have a common name, which is usually descriptive of their business, like that of a corporation, and they have their officers, their by-laws, and rules of proceeding, by which they regulate the election of officers, the transaction of business, the transfer of shares, and the like. Pars. on Part. 542. But it is only necessary that a person should subscribe the articles of association to entitle him to the rights, or make him subject to the liabilities of a member. Dennis v. Kennedy, 19 Barb. 517. And see Walburn v. Ingilby, 1 Myl. & K. 61.

§ 3. Membership. The object of an unincorporated joint-stock company, or of a voluntary unincorporated association, usually is, the prosecution of some important undertaking, for which the capital and exertions of a few individuals would be inadequate, and it may therefore consist of an indefinite, or of a very large number, of joint undertakers. But as the privileges of membership in such an association are not conferred by the sovereign power, but are merely created by the organization itself, courts of law cannot compel the admission of an applicant for membership, nor interfere to restore a member who has been deprived for non-compliance with the conditions on which membership is made to depend. White v. Brownell, 4 Abb. (N. S.) 162; S. C., 2 Daly, 329; affirming S. C., 3 Abb. (N. S.) 318; Ollery v. Brown, 51 How. 92. But see Leech v. Harris, 2 Brewst. (Penn.) 571. The courts will not interfere, unless a clear case of injustice is shown. St. George's Society, 28 Mich. 261.

Burton v·

§ 4. Individual liabilities. The members of an unincorporated association, organized for carrying on a business without being incorporated, are liable, in general, as partners, to third parties, to the full extent of the indebtedness of the association. Pipe v. Bateman, 1 Iowa, 369; Keasley v. Codd, 2 Car. & P. 408; Tappan v. Bailey, 4 Metc. (Mass.) 535; Moore v. Brink, 4 Hun (N. Y.), 402; 6 N. Y. Sup. (T. &. C.) 22. Thus, a number of persons signed a writing, commencing, "We, the subscribers, hereby form an association or company, for the purpose of establishing a scientific journal or paper." By