should be the manager of the company's ranch and the cattle and other properties thereon for a period of five years; and that, in accordance with said condition of said purchase of the stock aforesaid, the respondent company, on the fourth of March, 1885, entered into a written contract with said W. N. Ewing, said contract being as follows: “THE CEDAR VALLEY LAND AND CATTLE COMPANY, LIMITED, "18 "Memo. of agreement as to Mr. Ewing's employment as the company's manager in America, as arranged at the board's meeting on the fourth of March, 1885. "Mr. W. N. Ewing is engaged as the company's manager in America for five years from first of January, 1885, at a salary for the first year of £600; and the salary for subsequent years to be such as may be agreed on by Mr. Ewing and the board, six months' notice to be given by Mr. Ewing if he desires to terminate the engagement; office and traveling expenses not included in salary. Office expenses estimated by Mr. Ewing at $25.00 per month. "THOMAS. C. WEBB, Secretary." -And that thereupon the complainants Coburn & Ewing took said stock, and paid to said company the sum of $50,000; and that the complainant W. N. Ewing immediately entered upon his duties as said manager, and diligently and faithfully continued and continues to discharge the same with skill and advantage to said company; that on the seventh day of September, 1885, the respondent company, colluding and conspiring with the other respondent (Geo. D. Fisher) to wrong, cheat, and defraud complainants, and especially the complainant W. N. Ewing, issued to the complainant Ewing the following notice, to-wit: "DEAR SIR: I am instructed to inform you that in consequence of the facts which have come to the knowledge of the board connected with your purchase of the Cedar Valley property from W. B. Munson, the directors have decided to cancel your appointment as manager, and that your duties will terminate at the date of the delivery of this letter to you. Mr. Fisher is authorized to take charge of all books, papers, and other property belonging to the company at present in your hands, and I am to request that you will hand them over to him accordingly. "Yours, truly, THOMAS E. WEBB, Secretary." The bill alleges that all the members of the board of directors of the respondent company, and all of its officers, except complainant Ewing, are residents of Great Britain, and wholly unacquainted with the business of managing such ranch property; that complainant Ewing has thorough knowledge of and skill in conducting said business, and to remove him would work irreparable injury; that said George D. Fisher has demanded of complainant Ewing the turning over to him, said Fisher, of all of said company's property, and is claiming to be the only legally authorized agent in America; that said Fisher is wholly unacquainted with the cattle business, etc.; with full statement of damage likely to result to complainants if said Ewing was compelled now to surrender the control as manager of the company's property aforesaid, and praying for an injunction to restrain the defendants from interfering with said Ewing in the performance of his duties as manager, and praying that on final hearing the respondent company be required to carry out specifically its said contract with said Ewing as manager for five years from the first of January, 1885. On the thirteenth of October this bill was presented to the judge of the state district court for Oldham county without notice to respondents, and the order for injunction as prayed for obtained; and on the sixteenth of October the bill was filed in the state court, and along with it the complainant's bond for injunction in the sum of $500, as required by the order, and the injunction was thereupon issued. On the eleventh of November the respondents filed in said state court their petition to remove said cause to this court, and tendered a bond in the sum of $250, payable to J. M. Coburn and W. N. Ewing, and conditioned that "if the petitioner shall enter in the said circuit court of the United States on the first day of its next session a copy of the process against them, and of all pleadings in said suit, then this obligation shall be void," etc. The next session of the circuit court in this district after the tender of said petition and bond began at Waco on the nineteenth of November; and on the twenty-first of November the transcript of the record was filed in this court at Waco, the circuit court being then in session there. The respondents thereupon, on the twenty-third day of November, after being advised of the time when it could be heard, gave notice to the solicitors of complainants that on the fourth day of December the respondents would apply to one of the judges of this court at Graham for a dissolution of the injunction, etc. The complainants insist that the notice was too short, and urge that they are unable to meet the motion with proper preparation; that the principal solicitor is engaged with other causes in other courts, and cannot attend before the twentieth inst.; and that the complainant Ewing is in the ranch country, and his solicitors and co-complainant have not been able to reach him by wire or otherwise; that by the 20th they expect to obtain affidavits sup porting all the allegations of their bill as to the management of said Ewing, etc. Having heard the argument of solicitors for complainants and for the respondents, I am of opinion that the notice was sufficient, and that the complainants should be prepared to support their bill for injunction in opposition to the motion now. After hearing full argument on the application of complainants for a postponement of the hearing of the motion to dissolve, and ruling on it, and after respondents' counsel had presented the motion to dissolve and his argument thereon, the complainants present a motion to remand this cause to the state court, only one ground of which I deem it necessary to notice, viz., because the bond is not conditioned to well and truly pay all costs that may be awarded by the circuit court of the United States if said court shall hold that said suit was wrongfully or improperly removed thereto. The petition for removal shows all the jurisdictional facts to warrant the removal. The manner of removal, the amount or form of the bond, is not matter of substance affecting the jurisdiction of this court, and may be waived, or, if insisted on, may be cured by amendment. Ayers v. Watson, 113 U. S. 594; S. C. 5 Sup. Ct. Rep. 641. The motion to remand does not, in my opinion, present such matter as should arrest my hearing the motion to dissolve the injunction. The motion to dissolve the injunction presents numerous grounds on which the dissolution is asked, some of which are: (1) That all the equities of the bill are denied by the answer under oath; (3) that the contract for the employment of said Ewing, as set out in the bill, is not capable of being enforced, either affirmatively by decree for its specific performance, or negatively by way of injunction to restrain its violation; (4) that the complainants have an adequate remedy at law; (12) that the complainant Ewing was removed from his position as manager of the respondent company for good and sufficient cause. The answer of respondents admits that complainants proposed to purchase shares of respondent company's stock on condition of W. N. Ewing being manager for five years, but denies that said proposition was accepted, and alleges, on the contrary, that it was expressly and promptly rejected, and an unconditional subscription made instead thereof. It denies that the members of the board of directors and other officers of the respondent company are wholly ignorant of and incompetent to conduct with skill the business of said company's cattle-ranch interests. It charges that said W. N. Ewing was discharged as manager of said ranch interests for good cause, namely, that before the organization of respondent company the promoters of said company employed complainants to purchase said ranch, and the cattle and other personal property thereon, and that said complainants accepted said employment, and undertook to represent said promoters, and did represent them at first, and afterwards the company, in the purchase of said property, the complainant Ewing being the active party in said matters, and did conceal from said promoters and from said company the fact that said complainants had an interest in the sale of said property; that said company, in August, 1885, for the first time learned that said complainants were acting as the agents of the seller, W. B. Munson, and were to receive, and actually did receive, about the sum of $40,000 out of the moneys paid by said company for said property, through said complainants as said company's agents, as commissions from said Munson for effecting said sale; and that as soon as this was discovered said company discharged said Ewing. The exhibits offered with the answer fully sustain the charge that complainants had said property for sale before and during the time of the negotiations by which respondent company became the owner; and that said complainants did receive commissions from said Munson to the extent of about $40,000. Having made the foregoing statement of matters presented by the record, I deem it proper to add only that I am of opinion that the first, third, fourth, and twelfth grounds of the motion to dissolve, as set out above, are all well taken, and that the injunction should be dissolved; and it is so ordered. FISH v. NEBRASKA CITY BARB-WIRE FENCE Co. and others.1 (Circuit Court, D. Nebraska. December 30, 1885.) CORPORATION AGREEMENT AS TO DISSOLUTION AND DISTRIBUTION OF PROPERTY. A., the owner of a patented machine to make barbed wire, with certain other parties, organized a corporation under the Nebraska statute, to make barbed wire, and three days thereafter all the stockholders signed an agreement, stipulating that if it should be demonstrated that the capital stock was not a paying investment, "which fact was to be determined by the majority of the board of directors within one year from April 1, 1884," the corporation should be dissolved, and the assets distributed, after payment of debts, as follows: A. to receive the machines, and the other stockholders the remaining property. The investment did not pay, and on February 18, 1885, the directors, acting in good faith, so determined, and tendered A. the machines, and were proceeding to dispose of the balance of the property as agreed, when A. filed a bill to restrain them. Held, that he was not entitled to relief. On Bill and Cross-bill. The opinion states the facts. E. F. Warren, for defendant. BREWER, J. Complainant was the owner of a machine for making barb-wire fence, upon which he had a patent. After some preliminary negotiations, he, with the personal defendants, on January 7, 1884, organized the Nebraska City Barb-wire Fence Company, and incorporated the same under the laws of the state of Nebraska. He was to have 49 per cent. of the stock, and they the balance. On January 10, 1884, three days thereafter, all the stockholders signed an agreement, stipulating that if it should be demonstrated that the capital stock was not a paying investment, "which fact is to be determined by a majority of the board of directors of said company within one year from April 1, 1884," the corporation should be dissolved, and the assets distributed after payment of debts in this manner, complainant to receive the machines and the other stockholders the remaining property. On February 18, 1885, the directors determined the fact of failure, as above authorized, tendered complainant the machines, and proceeded to dispose of the balance of the property in accordance with said agreement. Complainant, repudi 1Reported by Robertson Howard, Esq., of the St. Paul bar. ating such action, filed his bill. I held on the pleadings last spring that, although the statutes of Nebraska provided ways and means for working the dissolution of a corporation, such an agreement, signed by all the stockholders, was valid inter sese. I see no reason to doubt the correctness of that ruling. The owners of property can make any contract for its disposal not forbidden by law, or against public policy or good morals. It was further averred that such action and determination of the board of directors was not in good faith or founded upon reasonable ground. Testimony has been taken. I have examined this, and am clear that the directors acted in good faith and upon the most sufficient and satisfactory reasons. Indeed, from a business stand-point, I do not see how any other action could be justified. The facts are, briefly: Prior to the incorporation, complainant had a machine completed and in working order, though in imperfect condition. It manufactured barb wire, though its working and results were not satisfactory. Some slight changes and improvements, he represented, were all that were necessary. On the strength of these representations and the apparent workings of the machine the company was organized; he putting in his machine, patent, and license, for 49 per cent. of the stock; the other stockholders putting in money for the 51 per cent. to buy ground and erect a factory building. This they did. The first machine did not reach Nebraska City until November 10, 1884. During the intervening months the company was receiving letters from him every week or two, saying that the machines (for he was making two for it) were nearly ready; would be done in a day or two; only required some slight touches, or a little polishing; that he was hurrying the work as fast as he could, and would ship in a few days; or in some similar manner giving assurance and arousing expectations only to be followed by delay and disappointment. Soon after the arrival of the machine, the complainant and Mr. Hill, the inventor, came and set the machine up in the factory. Mr. Hill remained five days and complainant as many weeks, but neither succeeded in making the machine do any practically successful work. It is useless to speculate as to the causes; whether because the building was not sufficiently heated,-it being, as complainant says, extremely cold weather, and only a single stove in the entire building,-or because of a mistake in putting so heavy a machine in the second story, and so exposing it to a considerable vibration, or for any other suggested or possible cause. The important fact is that it did not work successfully. Shortly. before the holidays complainant went to his home in Chicago, and did not return until just before the meeting of the directors on February 18, at which the resolution of failure was passed. It may be that the obstacles to success were such that a little more time and labor would have overcome them; it may be that complainant has now the most perfect and valuable machine in the world for |