William Burnham Woods

“ But the appellants insist (and this is their second contention) that, conceding Garrett & Sons to be bona fide holders of the bonds for value without notice of any equities or defenses as against the first holders, they have nevertheless lost their right to enforce the individual liability of the stockholders by reason of the agreement between them and the assignees of Chapman, whereby they assumed the liability of stockholders, and made themselves liable through the assignees to contribute to the other stockholders the money which they might collect from them on the bonds of the company. ”

“ If, therefore, the assignees themselves are not liable as stockholders, Garrett & Sons by this contract of indemnity assumed no liability, and they hold the bonds in question unfettered by any equities or conditions. It is well settled that under the circumstances of the case neither the assignees nor the assets in their hands are subject to the individual liability which attaches to stocks held by the bankrupt. The evidence does not show that the assignees acted in any way as stockholders ”