a great state impugned by the denial to incorporators of a right to perpetrate such a wrong? Is it possible that a sovereignty of a state can be thus invoked to perpetrate a fraud? If it may be, then indeed will that sovereignty stand for oppression, and not for justice. Then could one who, in connection with a business to which his name had been attached and had given value to it, having disposed of the right to use that name to another, and so by the law prohibited from using it in connection with a like business under circumstances that would work a fraud, be enabled to effect the fraud by simply becoming incorporated under that name under the sovereignty of the state of Illinois. We cannot bend our judgment to the conclusion that a sovereign state designed thus to confer immunity for wrong. The court, in a review of the evidence, further held that the trade-name and good will of the business were, as a matter of fact, not transferred by an assignment which merely transferred the right of the vendor to the business, "its assets, profits, and emoluments," and that the negotiations for a sale did not comprehend such transfer. Whether this legal conclusion be correct, we need not inquire; but the fact seems to have had influence, for the court seeks to distinguish the case then in hand from its decision in Frazer v. Frazer Lubricator Co., 121 Ill. 147, 13 N. E. 639, 2 Am. St. Rep. 73, in which that court held that one selling out an established business, and with it his own name to be used in connection with the business, cannot afterwards assume it in carrying on a like business; and this upon the ground that the instrument of transfer in that case expressly authorized the vendee to use the name as a trade-mark, or as indicating the material or product theretofore manufactured by the vendor, and conferred upon the vendee the exclusive authority to use his name for such purpose. The court seems to have been also influenced by the fact that as the boilers were made for use by those ordering them, and were not upon the market for sale, there could be but little, if any, confusion or improper interference. If that fact be potential, it is unavailing in the case in hand. Here the defendants reach out into the markets of the East, and persistently and deliberately place goods of their manufacture upon the market, selling them under such guise that experienced dealers are imposed upon. With respect to the denial by the supreme court of Illinois of the right of a foreign. corporation to contest in the courts of that state the right of a domestic corporation to the corporate name given it by the state in its articles of incorporation, even if that name be selected in fraud and be used to perpetrate a wrong, we are not concerned. The state of Illinois has the undoubted right to regulate its own courts in its own way, and, if it so will, to turn a deaf ear to a demand for justice. A federal court, however, is organized in part to listen to complaints of citizens and corporations of one state against citizens or corporations of another state, and its doors may not be closed by any ruling of a state tribunal. We study the decisions of the highest court of a state with respectful deference, but cannot be concluded thereby in such a case as the present one, when the ruling invoked, in our judgment, works a grievous wrong. We can not follow the decision in the Hazelton Case. The doctrine of the Illinois court, as we conceive, is not in accord with the decisions of the federal and of other state courts. Celluloid Mfg. Co. v. Cellonite Mfg. Co. (C. C.) 32 Fed. 94; Rogers Co. v. Rogers Mfg. Co., 17 C. C. A. 576, 70 Fed. 1017; Publishing Co. v. Dobbinson (C. C.) 72 Fed. 603; Higgins Co. v. Higgins Soap Co., 144 N. Y. 462, 39 N. E. 490, 27 L. R. A. 42, 43 Am. St. Rep. 769; Holmes, Booth & Hayden v. Holmes & Atwood Mfg. Co., 37 Conn. 278, 293, 9 Am. Rep. 324. In the first of these cases Mr. Justice Bradley, of the supreme court of the United States, observed: "As to the imitation of the complainant's name, the fact that both are corporate names is of no consequence in this connection. They are the business names by which the parties are known, and are to be dealt with precisely as if they were the names of private firms or partnerships. The defendant's name was of its own choosing, and, if an unlawful imitation of the complainant's, is subject to the same rules of law as if it were the name of an unincorporated firm or company. It is not identical with the complainant's name. That would be too gross an invasion of the complainant's right. Similarity, not identity, is the usual recourse when one party seeks to benefit himself by the good name of another." The whole contention is well summed up by Mr. Hopkins in his recent work upon Unfair Trade: . "Where the defendant is a corporation whose corporate name includes a proper name, and was selected by its incorporators with the intent and for the purpose of deceiving the public into the belief that its goods are the goods of the plaintiff, such frauds will, of course, be enjoined." Hopk. Unfair Trade, 108. Here the right to the name belongs to the complainant by virtue of the sale of the right to that name under the proceedings in Connecticut. The stockholders of the original corporation, including three of these defendants, are stockholders of the complainant company. The proceeding was a mere reorganization, and the complainant succeeded to all the rights of the old company, and to the equitable rights of the stockholders representing that company. The court below denied relief because the defendant company was incorporated two years prior to the incorporation of the complainant. overlooking the fact that the complainant corporation does not claim by virtue of its incorporation, but in right of the first corporation and its stockholders to the name it had acquired in the business. The right does not spring from the incorporation, but from the transfer of the trade-name and good will. The status of the complainant is precisely the same as though the original Connecticut corporation, continuing to exist and to prosecute business, was the party here complaining of the wrong. The assumption of the name "Peck Bros. Co." was of itself the utterance of a falsehood, for there were no brothers Peck interested in the incorporation. The name assumed was voluntarily selected, and, as we must believe, for the purpose of appropriating the good will and trade-name of another. If not originally so designed, it is clear that, upon failure to procure the right by purchase, the name was afterwards used for the purpose of misleading the public, and appropriating to itself, without right, the valuable trade-name of another. That wrong has been effected. Further wrong should be prevented. The remedy, if the defendants be honest, is simple. They have but, under the law, to change the name which they selected, and which has wrought the injury. In any event, they should be enjoined from further perpetration of the wrong. The decree is reversed, and the cause remanded, with a direction to the court below to decree for the complainant in accordance with the prayer of the bill. (113 Fed. 303.) ADAM v. NEW YORK LIFE INS. CO.1 (Circuit Court of Appeals, Fifth Circuit. January 10, 1902.) No. 1,057. APPEAL-REVIEW-ACTION TRIED TO COURT. Where a jury is waived by stipulation in an action at law in the circuit court, and no exception is taken to any ruling made during the trial, the only exceptions being to the findings and conclusion of law, and the refusal to find conclusions of law as requested, the only question reviewable in the appellate court is whether the judgment is warranted by the pleadings and the findings of fact. In Error to the Circuit Court of the United States for the Eastern District of Texas. M. L. Malevinski, John Lovejoy and Alex. Sampson, for plaintiff in error. D. Edw. Greer, for defendant in error. Before PARDEE, MCCORMICK, and SHELBY, Circuit Judges. PER CURIAM. In this case a trial by jury was waived in writing, and the case was tried by the judge. In the progress of the trial no rulings of the trial judge appear to have been excepted to. The bill of exceptions found in the record merely shows that the plaintiff below excepted to all the conclusions of fact and law as found by the judge, and also excepted to the refusal of the court to find conclusions of law as requested. See City of Key West v. Baer, 13 C. C. A. 572, 66 Fed. 440. Under this state of the record, the only question for us to consider on this writ is whether the pleadings and the findings of fact thereunder warranted the judgment rendered in the trial court, and of this we have no doubt. The judgment of the circuit court is affirmed. 1 Rehearing denied March 15, 1902. (113 Fed. 304.) HARDING v. HART et al.1 (Circuit Court of Appeals, Seventh Circuit. January 7, 1902.) No. 438. 1. APPEAL-REVIEW-FINDINGS OF FACT. Findings of fact made by the trial court in a suit in equity on conflicting evidence, while not absolutely conclusive upon an appellate court, are very persuasive, and will not be disturbed except on a very satisfactory showing. 2. CORPORATIONS-INSOLVENCY-UNLAWFUL PREFERENCE OF OFFICER. A finding in a creditors' suit against an insolvent insurance company and its former president and director that a transfer of securities by the company to the president on a settlement between them was made after the company had become insolvent, and was void as against other creditors as an unlawful preference, held sustained by the evidence. Appeal from the Circuit Court of the United States for the Northern District of Illinois. George F. Harding and William J. Ammen, for appellant. Before BROWN, Circuit Justice, WOODS, Circuit Judge, and BUNN, District Judge. PER CURIAM. This cause was heard in this court at the June term for 1900, before Mr. Justice BROWN, one of the Justices of the Supreme Court, WOODS, Circuit Judge, and BUNN, District Judge. The case is an elaborate one, the testimony being very voluminous and filling many volumes. This, and the circumstance that Mr. Justice BROWN, since the hearing of the case, has been very steadily and laboriously occupied with work in the supreme court, has caused some delay in the decision of the case. The cause was begun in the United States circuit court for the Northern district of Illinois by a bill in equity filed on May 5, 1876, and has been pending in that court and in this for over a quarter of a century; thus rivaling in point of duration some of the most celebrated chancery cases existing either in fact or in fiction. The bill was a creditors' bill charging that the defendant Harding, who had been intimately connected with the Globe Insurance Company as director, stockholder, and president, had in his hands a large amount of assets and securities, aggregating over $100,000, belonging to the insurance company, which ought in equity to be applied in satisfaction of the company's debts. The bill sought a discovery, and the defendants were required to disclose what assets they had, if any, and the circumstances under which they received the same, with a view to the application of such assets to the payment of the general creditors of the company. The defendant Harding answered, setting forth the securities that he had taken from the company, and the circumstances under which he received them; and the principal contention in the case has been whether he could rightfully hold these securities as against the rights of the 1 Rehearing denied February 27, 1902. general creditors. One of the principal contentions related to the time when the company became insolvent, as bearing on the question of Harding's right to a preference over other creditors to the securities in his hands. The court below found upon these questions, in a very elaborate opinion filed in March, 1882,-six years after the commencement of the suit,-in favor of the complainants. The cause was referred to Henry W. Bishop, as master in chancery, and a great mass of testimony taken, which consumed many years in the taking, and was filed in court on May 30, 1880, upon which the cause came on to a hearing before Judge Dyer holding the circuit court, and after hearing was held by him until February 14, 1882 (113 Fed. 307), when an opinion was filed by him after long and elaborate consideration of the case, finding the facts and conclusions of law in favor of the complainants and against the defendant Harding. Judge Dyer states in an examination had before the circuit court held by Judge Grosscup in February, 1898, in his testimony relating to some proceedings in the case had before him, that he spent two months of hard work upon the case after the hearing was had. This may well be believed from the great mass of evidence in the case, the nature and importance of the issues involved, and the evident thoughtfulness and care with which the opinion was prepared. Upon the filing of the opinion an interlocutory decree was entered in favor of the complainants and against the defendant Harding to the effect that the settlements between the defendant the Globe Insurance Company and the defendant George F. Harding, made in the year 1875, by virtue of which said defendant Harding obtained possession of and claimed title to the securities hereinafter described, be, and the same hereby are, adjudged and decreed invalid and void to the extent of the valid claims of other bona fide creditors of said defendant the Globe Insurance Company, and the said settlements are so decreed and adjudged invalid and void as aforesaid, not only in so far as the same embraced the interest of said defendant Harding in the "preferred debt," so called, amounting to the sum of $116,840.50, but also to the extent of the cash advances of said defendant Harding, amounting to the sum of $47,743.52; and the said defendant Harding is hereby ordered, adjudged, and decreed to account for the value of the said securities. The cause was thereupon referred to the master to ascertain the value of the securities in Mr. Harding's hands properly subject to the claim of the general credit A motion for a rehearing was made by the defendant Harding, and considered by the court, Judge Dyer still presiding, and in the decision overruling the motion the court says: "Since the rehearing has been urged in behalf of defendant Harding with great earnestness, and in view of the importance of the questions involved. the court has taken occasion, not only to consider the particular question argued upon the rehearing (which related to the time the company became ins lvent), but to go anew over the case, and is unable to take any other view than that which was announced in its former opinion, and its judgment is that the cause should proceed upon the basis of that opinion." After a careful examination of the case and of the many assignments of error, this court concurs with this view. The cause was |