moval was claimed under subsection 1 of section 639, Revised Statutes, but, as said by Mr. Chief Justice Waite, delivering the opinion of the court, in Baltimore & Ohio Railroad Company v. Bates, 119 U. S. 464, 467: "Subsections 1 and 2 of section 639 were repealed by the act of 1875; Hyde v. Ruble, 104 U. S. 407; King v. Cornell, 106 U. S. 395, 398; Holland v. Chambers, 110 U. S. 59; Ayres v. Watson, 113 U. S. 594."

Further, in Fisk v. Henarie, 142 U. S. 459, 466, it was held that the purpose of the act of March 3, 1887, 24 Stat. 552, as corrected by the act of August 13, 1888, 25 Stat. 433, was to restrict the jurisdiction of the Circuit Courts, and it was said (p. 468):

"The repealing clause in the act of 1887 does not specifically refer to these prior acts, but declares that 'all laws and parts of laws in conflict with the provisions of this act be, and the same are hereby repealed.' The provisions relating to the subject matter under consideration are, however, so comprehensive, as well as so variant from those of the former acts, that we think the intention to substitute the one for the other is necessarily to be inferred and must prevail."

See also Smith v. Lyon, 133 U. S. 315; Shaw v. Quincy Mining Company, 145 U. S. 444; Martin v. Baltimore & Ohio Railroad, 151 U. S. 673; Tennessee v. Union &c. Bank, 152 U. S. 454; Hanrick v. Hanrick, 153 U. S. 192; Mexican National Railroad v. Davidson, 157 U. S. 201; Missouri Pacific Railway v. Fitzgerald, 160 U. S. 556; Wabash Western Railway v. Brow, 164 U. S. 271.

It is clear from these authorities that the petition for removal, which, as will appear, presented the only definite Federal question, was rightfully denied.

Thereupon the defendant filed an answer containing several defenses; a claim of title under and by virtue of a grant made in the year 1767, by the government of Spain to Joaquin Galan; a decree of the District Court of Webb County on March 13, 1872, in a suit for confirmation of title, wherein Daniel Ruggles, claiming to be the owner of the grant to

Galan, was plaintiff and the State of Texas defendant, prosecuted under and by virtue of an act of the legislature of Texas, approved February 11, 1860; a confirmation of this decree by an act of the legislature of Texas of April 4, 1881; title by adverse possession under claim of right and title for a period of more than ninety-six years; title by estoppel, in that the State of Texas was estopped by long acquiescence from questioning the decree of the District Court of Webb County of March 13, 1872; title under and by virtue of a decree of the District Court of Webb County, Texas, rendered on January 8, 1862; and a claim of outstanding title in the settlers of the town of Palafox, or their heirs or assigns, as shown by the recitals in the last-mentioned decree.

The case was tried by the court without a jury, which rendered a judgment in favor of the State. From this judgment the defendant prosecuted an appeal to the state Court of Civil Appeals, which reversed the judgment of the trial court and ordered a judgment for the defendant. This judgment was taken to the Supreme Court of the State, which reversed the judgment of the Court of Civil Appeals, and, sustaining the decision of the trial court, entered a judgment in favor of the State.

It is obvious that most of the questions raised by the defenses are of a purely local nature, involving no Federal right. Some explanation may, however, be proper in reference to the decrees of the Webb County District Court. The record is somewhat obscure, but we take the facts to be as stated in the opinions of the Court of Civil Appeals and the Supreme Court. Under the law of 1860 Daniel Ruggles instituted two suits in the District Court of Webb County for confirmation of title to separate tracts of land, one designated as the Palafox and the other as the Balconcitas tract. One suit came to trial on January 8, 1862, and resulted in a decree in favor of Ruggles and a confirmation of his title to a large tract of land. In 1869 a motion was filed by him seeking a construction and modification of this decree of January 8, 1862, but it was

overruled. In 1871 the other suit was dismissed for want of jurisdiction. The same year he made a motion to redocket the two cases, which was granted, and at the same time he filed a petition in which he sought to have the decree of 1862 set aside and a confirmation of title of both the tracts, but on March 9, 1872, these motions were refused. On March 12, 1872, he filed in the same court another petition seeking to set aside the decree of January 8, 1862. This motion was sustained. On March 13, 1872, Ruggles filed an amended petition, in which he sought confirmation of title to both tracts, and upon this a decree was the same day entered in favor of Ruggles. The land which was covered by the decree of 1862 was patented to Ruggles and the State has not since questioned the validity of the decree or Ruggles' title. The land in controversy here is located entirely in that portion of the grant which the court in its decree of 1862, declined to confirm in favor of Ruggles, but is included in that which purports to have been confirmed by the decree of March 13, 1872. The suits originally brought by Ruggles were authorized by special statute, to wit, the act of the legislature passed February 11, 1860. That act expired by its own limitations in 1865, and, as the Supreme Court of the State held, the District Court had thereafter no power to set aside the decree of January 8, 1862, or to enter the decree of March 13, 1872. The construction of the state statute and the power which it gave to the District Court of Webb County, and the length of time for the exercise of that power, are matters arising under state law, and the decision of the Supreme Court of the State is conclusive upon us and presents no question arising under the Federal Constitution. So the alleged confirmation of the decree of March 13, 1872, by an act of the legislature of 1881, is also a question arising in the construction of a state statute. The Supreme Court held that it applied only to those decrees which were rendered while the Webb County District Court had authority under the special statute, and did not apply to those which that court assumed to render thereafter.

So far as any defense is based upon the grant made by the government of Spain in the year 1767, it involves no question of a Federal nature. Neither the validity nor construction of any treaty of the United States, nor the validity of the grant, were challenged. Indeed, it may be observed that during the progress of the case in the several state courts no appeal was made to the Federal Constitution, or to any acts of Congress save the one providing for the removal of cases from state to Federal courts.

It is apparent that the only Federal question which was presented, to wit, the right of removal, was correctly decided, and, therefore, the judgment of the District Court is

Affirmed.

MCDONALD, RECEIVER, v. DEWEY.

DEWEY v. MCDONALD, RECEIVER.

APPEAL AND CROSS APPEAL FROM THE CIRCUIT COURT OF APPEALS FOR THE SEVENTH CIRCUIT.

Nos. 220, 530. Argued April 11, 12, 1906.-Decided May 28, 1906.

An officer of a national bank owning stock therein knowing that it was insolvent, although it did not actually fail for two years after the first transfer, transferred stock at various times to one who merely acted as his agent and who absolutely transferred a part thereof to various people of doubtful financial responsibility, all transfers being forthwith made on the books of the bank; after the failure an assessment was levied by the comptroller and the receiver sued the original owner for the assessment on all of the shares originally owned by him. Held, that: The gist of the shareholders' liability is the fraud implied in selling with notice of insolvency and with intent to evade the double liability imposed by 5139, Rev. Stat.

The fact that the sale is made to an insolvent buyer is additional evidence of fraudulent intent but not sufficient to constitute fraud unless as in this case with notice of the bank's insolvency. While a shareholder selling with notice of the bank's insolvency may defend against a claim of double liability by showing that the vendee is solvent, and the creditors therefore are not affected by the sale, the

burden of proof is on him to show such solvency, and that burden is not sustained when, as in this case, it does not satisfactorily appear that a decree for the amount of the assessment could have been collected by ordinary process of law.

A shareholder who has transferred his stock to a mere agent is liable for the full amount of the assessment on the stock so transferred standing in the agent's name at the time of the failure; but when he has absolutely transferred stock prior to the failure with knowledge of the bank's insolvency to persons financially unable to respond to the assessment and those transfers have been made on the books of the bank, he is liablo only for such amount of the assessment as may be necessary to satisfy creditors at the time of the transfer.

THE first of these cases was an appeal from a decree of the Circuit Court of Appeals, rendered in a case wherein John W. McDonald, receiver of the First National Bank of Orleans, Nebraska, was complainant, and Charles P. Dewey and others were defendants, reversing a decree of the Circuit Court for the Northern District of Illinois, and remanding the case to that court with directions to enter a decree against Dewey for his full assessment on 25 shares of stock of the First National Bank, and for interest thereon. The second case is a cross appeal by Chauncey Dewey and his co-executor from the same decree.

Charles P. Dewey having died pending the litigation, the suits were revived in the name of Chauncey Dewey and Charles T. Killen, executors of his will.

The original was a bill in equity to enforce an assessment of $86 a share on 105 shares of stock of the First National Bank of Orleans, Neb., which failed on May 20, 1897. These shares, having been originally owned by Charles P. Dewey, were sold by him in December, 1894, and in January, 1895. Eighty shares were duly transferred on the books of the bank within a few weeks after the sale. The remaining twenty-five shares had been previously transferred by Dewey to his agent, Frederick L. Jewett, who was admitted to be irresponsible, and stood on the books of the bank in the name of Jewett, when the bank went into the hands of a receiver, on May 20, 1897, although they had been sold by Dewey. The bill alleged that Hedlund, the original receiver (since superseded by McDonald,