On February 10, 1802, John N. 0. Stockton, as administrator of the estate of Alexander Wallace, deceased, one of the appellants, held and owned 571 shares of the capital stock of the Jacksonville, Mayport & Pablo Bailway & Navigation Company, being a majority of the stock of said company, and he was entitled to have issued to him 442 additional shares of such stock, and had a lien on 83 shares of such stock of John 11 Togni, for moneys due from said Togni to said estate On that date, he, as such administrator, joined by Mary Wallace, the widow of said Alexander Wallace, made a contract with the appellees, Yeomans, Bussell, and Scott, for the sale to them of said stock. Appellees paid Mm §5,000 on account of said contract, the remainder of the consideration being payable in 90 days, according to said contract, and also evidenced by the promissory notes of said appellees of same date as the contract, payable 90 days after date, one note for $8,000, and one for $10,000. Neither of these notes, nor any part of said remainder of consideration money of said contract, has ever been paid. At the time said contract was made, the appellants John N. C. Stockton, Thomas P. Denham, S. L. Earle, and Arthur Meigs were directors of said company, a,nd were a majority of the board, and said Stockton was president of said company. Thereafter appellees were permitted to operate the road under said board of directors and president; and on the 6th of April, 1892, at a meeting of said board of
It is clear from this record that appellant Stockton was to hold the stock about which he contracted with appellees as security for the 824,000 which they were to pay in 90 days from the date of said contract, and that he was to so hold it as to entitle him to vote it, but he was to vote it as they should instruct. It is apparent, also, that he did this until they were in default, putting appellees in control of the road as officers of the company, and that, after the appel-lees had made default, the appellant undertook, by exercising Ms power as the -holder of the stock, to resume possession and control of the property. Whether his acts and efforts in this respect were regular and strictly lawful becomes wholly immaterial in the view we take of the complainants’ (the appellees’) bill. To take their view of it, they bought a property for §29,000, of which they paid only 85,000, and were to pay the other §2á,O00 in 90 days." The property was represented by a certain number of shares’of stock in a railroad. The stock was to be transferred to them, but was to be held by their vendor as his security; was to be voted by Mm as they instructed. They were put in control of the railroad. They expended large sums of money on the property, and put heavy charges on it for labor and material and right of way; bought a steam-ferry property, to run in connection with It and with other lines of transportation; have, in their view, greatly enhance! the value of the property; are amply solvent, and able and willing to pay all they owe the appellant, but do not now pay or tender any part, and never have paid him any part, of the §24,000. In some way he resumed possession of the road, and its employes and officers were receiving their pay from Mm, and reporting and delivering the earn