same.

The complainant showed that at the February term, 1885, of the said court, the plaintiffs in the aforesaid bill filed a supplemental bill in the cause, making the new company a party defendant, and that the new company filed an answer thereto, and at the same time filed its 28] crossbill, in which it alleged that *it had bought the said property from Main in good faith and had paid all the debts of the old company, amounting to $2465.30; that it had made valuable improvements under and upon the said land; that the plaintiffs in the said bill against the old company and others were the only legal stockholders in the old company; that the complainant Townsend and others, defendants in that bill, were not bona fide stockholders in the old company; and prayed that a conveyance might be made to it of the said property of the old company, and that the old company might be restrained from prosecuting an ejectment suit against the new company, and also from prosecuting an action of trespass against its officers. The complainant showed that an answer was filed by him to the said crossbill, and that the case was heard by the circuit court of Marion county, and a decree entered therein in August, 1885, granting the relief prayed for in the crossbill, and that thereupon he and the old company and other defendants in the said original, supplemental, and crossbills appealed to the supreme court of the state, where the decree was affirmed.

It was alleged by the complainant that since the original decree pro confesso had been held void by the supreme court for want of proper service on the old company, and since there was no new sale of the property under the decree entered after the remanding of the cause, it followed that the sale to Main under the former decree was also void. He further alleged that the question whether the old com pany, if it had not been dissolved, would have been liable to him for his said services, and for money expended by him for its benefit, was not in issue in either of the said cases and was not determined therein; and that, therefore, he was not estopped by the decrees entered in those cases from asserting in his present bill his rights as a creditor of the old company.

The Sandoval Coal & Mining Company filed its answer to the complainant's amended bill on August 28. 1888, in which it denied on information and belief that the complainant had performed the alleged services or expended money for the old company's benefit, or had purchased the said land with his own money, and averred the fact to be that the land was paid for by the new company: denied that the complainant obtained any valid title to the said mining rights, and averred that those rights were conveyed on condition that the old company would sink a shaft to a paying vein of coal, and work the same, within two years from the conveyance of such rights, and that the shaft not having been sunk to the coal within the time limited, the rights were forfeited; and denied on information and belief that the complainant had performed the duties of president of the company for the time stated in the bill, or for any time. The defendant alleged that anything which might have been done at the meeting described in the bill at which, as averred therein, the complainant's salary as president and superintendent of the company was fixed at $150 per month, was void for the reason that the meeting was not authorized nor its acts legally ratified; and that the aforesaid action of the board of directors at the meeting in East St. Louis, Illinois, when Main was not present, by which one fifth of the capital stock of the company was voted to the *complainant, was illegal and void, and [30 was one of the causes which led to the company's dissolution.

The defendant stated that the complainant had correctly presented the allegations of the bill filed for the purpose of dissolving the old company, and averred that, although no summons to that proceeding was served upon the complainant herein, yet he was served by publication, under the statute of Illinois. It was denied by the defendant that the said property was worth $20,000 at the time it was sold by the receiver to Main, and it was averred that the property was not worth more than Main paid for it.

The defendant showed that although, as was stated in the bill, the aforesaid decree dis

solving the old company was reversed by the supreme court of Illinois, it was reversed in part only, and that so much thereof as related to the appointment of the receiver was affirmed. It was therefore asserted by the defendant that the judgment of the said supreme court did not affect the decree entered in the circuit court of Marion county after the remanding of the cause, and that the reasons for the supreme court's partial reversal did not apply to the complainant herein, because he answered the said bill before the second hearing.

It was averred that by virtue of the decree entered upon the second hearing the master in chancery of the circuit court of Marion county executed and delivered to the defendant company a valid deed to the said property; and that under that deed it held the property by an absolute title, and not in trust for the complainant, as alleged in his bill. The defendant denied that it took the property from Main with knowledge of the complainant's debts against the old company; averred that, on the contrary, it knew nothing of such debts or claims, and insisted that so far as it and the complainant were concerned, all business matters between them were finally settled in the second decree of August, 1885. The defendant prayed that the complainant's amended bill might be dismissed.

The other defendants, on the same day, filed their joint and several answer to the complainant's amended bill, denying the same allegations of the bill that were denied in the 31] answer of the defendant company, and averring, among other things, that the stock of the old company, taken by the complainant, was taken for himself and not in trust for the company. They showed that the said prop erty was in the hands of the receiver from August, 1878, to some time in the year 1885, and averred that in all that time the complainant had not presented to the receiver his said claim or any claim. They stated that they relied upon the aforesaid decrees and orders of the circuit court of Marion county as a complete defense to the complainant's amended bill, and denied that any debt was due by them or by the old or new company to the complainant as alleged in the bill, or that the complainant was entitled to the relief which he prayed for, or to any relief. The dismissal of the amended bill was prayed for by them alo.

Replication was duly made by the complainant, and a large amount of testimony taken, on which, and on the amended bill, the answers, and the record of the proceedings had in the state court, the cause was heard in the circuit court, and a decree entered therein on February 7, 1889, by which the amended bill was dismissed. From that decree the complainant appealed to this court.

Mr. Upton M. Young for appellant.
Mr. Green B. Raum for appellees.

Mr. Justice Shiras delivered the opinion of the court:

Our examination of this case has not been aided by any findings of fact or law by the court below. It has, hence, been necessary to make a very full statement of the facts as

disclosed in the pleadings and evidence. That statement when made, however, does not disclose a case calling for extended treatment.

The present bill of complaint filed in the circuit court of the United States, as finally amended, was met by answers, in which, among other matters of defense, it was alleged that, in proceedings instituted in the circuit court of Marion *county, Illinois, on June [32 27, 1878, by Isaac Main and others against the St. Louis & Sandoval Coal & Mining Company, and against Ozias Townsend (the appellant in the present case), and which proceedings resulted in a final decree, on August 9, 1883, in favor of the complainants, which final decree was affirmed by the supreme court of Illinois on January 25, 1888, the same claims and matters of controversy set up in the present bill were litigated and adjudicated in favor of the appellees and against the appellant in the present case.

Of course, if this were so, such final judg ment of the courts of Illinois would be a conclusive bar when pleaded to the present bill, and it is so conceded, as necessarily it must be, by the counsel of the appellant in his argument and brief in this case.

It is, however, contended that the issues involved in this suit were not the same with those involved and adjudicated in the state court. The first question, then, for our determination, is whether the matters tried and adjudged in the state courts were the same with those which the appellant sought to have considered in the circuit court in the present case.

This question is readily determined by an inspection of the records in the respective cases.

As above stated, the bill as originally filed in the circuit court of Marion county, Illinois, alleges the insolvency of the St. Louis & Sandoval Coal & Mining Company, and that Ozias Townsend's claim against that company was without consideration and fraudulent, and asked for the appointment of a receiver and for a sale of the company's property. Upon a decree pro confesso, a receiver was appointed and a sale ordered. This decree was on appeal reversed by the supreme court of Illinois for want of proper service of process, and the cause was remanded for further proceedings, the receiver being continued. In the court below, when the cause came back, a supplemental bill was filed making the Sandoval Coal & Mining Company a party defendant. The latter company then filed an answer admitting all the allegations in the original and supplemental bills filed by Main and others,*and [33 also filed a crossbill, in which were recited the facts of the organization and insolvency of the St. Louis & Sandoval Coal & Mining Company, and alleging that it had in good faith bought the coal property and fixtures of the old company from Isaac Main, who had purchased them under the original decree of sale; that Ozias Townsend and his assignees were not bona fide stockholders in the old company, and praying the court to so decree, and that the complainants in the original bill were the only valid and legal stockholders in said old company, and that the original complainant be ordered to convey, in the name of the St.

Louis & Sandoval Coal & Mining Company by valid conveyance to the said Sandoval Coal & Mining Company, the tract of land on which the shaft was sunk and all mining rights held by said first-named company, and also praying that the St. Louis & Sandoval Coal & Mining Company should be restrained from prosecut ing an ejectment suit and a trespass suit that had been brought against the Sandoval Coal & Mining Company. As already stated, this litigation terminated in a decree declaring that the material allegations in the crossbill were true: that Isaac Main and the other appellees in the present case were the only stockholders in the St. Louis & Sandoval Coal & Mining Company who had paid anything on their stock, and that they were the only parties or stockholders who had any interest in or right to determine how the assets of said company, which had been dissolved by the decree of the court, should be disposed of, to whom, and for what consideration. The decree further declared that Ozias Townsend and his assignees, defendants in the crossbill, never had paid anything for their supposed stock in said St. Louis & Sandoval Coal & Mining Company, and that if any such stock had been issued to them it was wrongfully and fraudulently done, and that neither of them had any interest in the assets of said company, nor any right to interfere with the disposition of such assets. The decree further adjudged that Isaac Main had bought the property of the St. Louis & Sandoval Coal & Mining Company, at the instance and request of all the valid stockhold ers therein, for the purpose of selling the same 34] for enough to pay off the indebtedness of that company, which then amounted to over two thousand dollars, and that Main afterwards, at their instance and request, sold and conveyed all said property in consideration of the sum of $2465, paid by the complainants in the crossbill, which sum was all the property was worth; and it was further decreed that a deed of conveyance, in the name of the St. Louis & Sandoval Coal & Mining Company, should be made of said property.

As already stated, Ozias Townsend and others appealed from this decree to the su preme court of Illinois, where the same was affirmed.

To escape from the conclusive effect of this decree, the complainant in the present bill as serts that his claim for services and for money expended by him for the St. Louis & Sandoval Coal & Mining Company were not in issue in said cases, and that as a creditor he can now assert such claim against the assets of that company now in the possession of the new company.

It may not be said that, in no case or in no circumstances, can a creditor of a company dissolved by legal proceedings assert a claim against its assets in the hands of a new com pany organized on its ruins, but it is clear that 66

this complainant is in no condition to maintain such a claim in the present instance. Not only did the original bill against Townsend and others allege that the stock held by him and by others to whom he had caused stock to be issued had been fraudulently issued, but the crossbill directly charged that the credit of ten thousand dollars, for which said stock had been issued on account of said Townsend, was fraudulently voted for pretended labor and money furnished and performed by him, when no such labor had ever been performed by him nor any money furnished or expended by him for such company. These allegations were traversed by answers, denying that the company "fraudulently acknowledged an indebtedness to the said Townsend or issued paid-up stock to him without a sufficient consideration, or anybody else."

In the present bill Townsend alleges that by his agreement with the St. Louis & Sandoval Coal & Mining Company*he was to have a[35 right to be credited on stock with ten thousand dollars for his services, and in his testimony he says that he gave of this paid-up stock $5000 worth to his wife, $4000 worth to George Wharton, and $1000 worth to True N. Blackman. This stock so issued by Townsend to his wife, Elizabeth Townsend, to Wharton, and Blackman, was part of the very stock declared by the circuit court of Marion county, in its decree sustaining the crossbill, to have been invalid as issued without consideration.

The manifest purpose and aim of the present bill are to go back of this decree, and to assert his original claim for services against the new company. We are of opinion that the invalidity of his claim for services was substantially established by the decree that the stock issued therefor was invalid, because issued without anything having been paid for it; and we are also of opinion that even if Townsend's original claim for services had not been merged in stock, but had remained as a valid and unsatisfied claim, no ground has been shown upon which the court below could have declared that such claim could be asserted at law or in equity against the Sandoval Coal & Mining Company or its stockholders. Even if the complainant's claim had been a conceded and bona fide claim against the St. Louis & Sandoval Coal & Mining Company, yet, as it had accrued to him, according to his own showing, on January 1, 1878, it could not be successfully asserted in a court of equity against purchasers at a judicial sale made in August, 1878, by a bill filed November 30, 1885. If, as he now is obliged to contend, Townsend did not assert his claim for personal services during the long litigation in the state courts, such claim, if not barred by the statute of limitations, was too stale to receive favor from a court of equity.

The decree of the court below is affirmed.

159 U. S.