Opinion of the Court.

originally advanced by the lender "in behalf of all the subscribers," and which was repaid to him by Hoyt when the notes to the several subscribers were substituted for the single note for the whole original advance, is to be considered as part of the fifty per cent. paid by Hoyt towards his subscription, and that he paid directly to the defendant only forty per cent. The difference in form of the statements, that "the assessment of June 24 was paid by the subscribers respectively, including Hoyt," but that "Hoyt paid" the two later assessments, is, to say the least, quite consistent with this view. And any other is wholly inconsistent with the ultimate facts expressly found, that "Hoyt paid, as stated, fifty per cent., and no more, of his subscription," and that "there was no other consideration for this note."

The effect of the agreement between the defendant corporation and Hoyt was that the assessments to be laid upon his stock in the corporation should, when payable, be not only set off against, but considered as payments upon, the note for $5000 from the corporation to him, now in suit. When Hoyt delivered this note to the plaintiff, on November 1, 1873, the assessments already due and payable upon his stock amounted to much more. As between the defendant and Hoyt, therefore, as well as against any one who took this note from Hoyt, when overdue, the note had been paid. American Bank v. Jenness, 2 Met. 288; Gilson v. Gilson, 16 Vt. 464.

In this country, a promissory note payable on demand has always been held to be overdue, so as to subject any one taking it to all defences to which it would be open in the hands of the payee, unless transferred within a reasonable time after its date; and what is reasonable time is a question of law, depending upon all the circumstances of the particular case. Morgan v. United States, 113 U. S. 476, 501; Losee v. Dunkin, 7 Johns. 70; Sylvester v. Crapo, 15 Pick. 92; Dennett v. Leland, 13 Vt. 485; Camp v. Clark, 14 Vt. 387. See also Chartered Mercantile Bank v. Dickson, L. R. 3 P. C. 574, 579.

The difficulties of applying this test, and the convenience of a more definite rule, have led the legislatures of many States to regulate the matter by statute; and before the mak

Syllabus.

ing of the note in suit the statutes both of Massachusetts and of Vermont had defined reasonable time for this purpose to be sixty days from the date of the note. Mass. Gen. Stat. 1860, ch. 53, §§ 8, 10; Pub. Stat. 1882, ch. 77, §§ 12, 14; Vermont Stat. 1870, ch. 70; Rev. Laws 1880, § 2013. The power of the State legislatures to establish such a rule prospectively, with regard to promissory notes made and payable within their respective jurisdictions, has not been and cannot be doubted.

The note in suit was endorsed to the plaintiff more than sixty days after its date. It was made in Massachusetts, and, if not payable there, was payable in Vermont, where the defendant was incorporated. The construction and effect of the contract must be governed by the law of the one or the other of those States; and it is superfluous to consider by which, because by the law of either the note was overdue when the plaintiff took it, and therefore he cannot recover upon it.

As to the evidence, stated in the report of the referee, upon which the plaintiff relies as tending to prove a promise to himself by the defendant to pay the note, it is sufficient to say that, it not being shown that the plaintiff, in consideration of or reliance upon such a promise, either agreed to forbear or actually forbore to sue, there was no consideration for the promise, and no ground for giving it effect as an estoppel. Judgment affirmed.

GRAHAM & Another v. BOSTON, HARTFORD & ERIE RAILROAD COMPANY & Others.

APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES FOR THE DISTRICT OF MASSACHUSETTS.

Argued April 15, 16, 19, 1886.—Decided May 10, 1886.

The Boston, Hartford & Erie Railroad Company became a corporation of the State of New York, by virtue of the act of the legislature of that State, passed April 25, 1864, Laws of New York, 1864, ch. 385, p. 884, it being already a corporation of Connecticut, Massachusetts and Rhode Island. A meeting in one of several States of the stockholders of a corporation charVOL. CXVIII-11

Syllabus.

tered by all those States is valid in respect to the property of the corporation in all of them, without the necessity of the repetition of the meeting in any other of those States.

A railroad corporation, which, though made up of distinct corporations, chartered by the legislatures of different States, has a capital stock which is a unit, and only one set of shareholders, who have an interest, by virtue of their ownership of shares of the stock, in all of its property everywhere, has a domicil in each State, and the corporation or shareholders can, in the absence of any statutory provision to the contrary, hold meetings and transact corporate business in any one State, so as to bind the corporation as to its property everywhere.

The Berdell mortgage, executed by the Boston, Hartford & Erie Railroad Company, March 19, 1866, was valid originally, and the proceedings of the company whereby the mortgage was made were ratified by the legislatures of the four States above named, which included the holding in the city of New York of the meeting of the shareholders which authorized the making of the mortgage.

The invalidity of some of the bonds secured by the mortgage cannot affect the validity of the mortgage or the validity of proceedings for its foreclosure. The mortgage having been duly foreclosed under proceedings in a suit to which the corporation was a party, and the suit being still pending, a shareholder in the corporation cannot, by a bill in equity in another court, attack the foreclosure proceedings for fraud in conducting them. His remedy is by an application in the foreclosure suit.

Such shareholder is a party to proceedings in involuntary bankruptcy against the corporation, and, therefore, cannot collaterally impeach the proceedings. His remedy is to apply to the bankruptcy court, or to seek a review in the Circuit Court.

The bill being filed fourteen years after the making of the mortgage, ten years after the commencement of the bankruptcy proceedings, nine years after the entry of the decree of foreclosure, and seven years after the foreclosure became absolute and the road was conveyed to a new corporation formed by the holders of bonds secured by the mortgage, a demurrer to the bill for laches was sustained.

Bill in equity. The case is stated in the opinion of the

court.

Mr. Eugene M. Johnson and Mr. Benjamin F. Butler (Mr. R. A. Pryor and Mr. C. F. Beach, Jr., were with them), for appellants.

Mr. Charles M. Reed for Healey appellee.

Mr. C. S. Bradley and Mr. J. C. Gray for appellees Bradley, Chapman and Barnard.

Opinion of the Court.

Mr. William G. Russell and Mr. William Caleb Loring for the New York & New England Railroad Company, and Hart and Clark appellees.

MR. JUSTICE BLATCHFORD delivered the opinion of the court. This is a bill in equity, filed in the Circuit Court of the United States for the District of Massachusetts, on the 8th of July, 1880, by William F. Graham, an alien, the owner of 500 shares of the capital stock of the Boston, Hartford and Erie Railroad Company, on behalf not only of himself, but of every stockholder and creditor of the company who may join in the suit and contribute to its expense, to set aside as invalid a mortgage given by the company, dated March 19, 1866, covering its railroad, franchises and property, existing and future, to Robert H. Berdell, Dudley S. Gregory, and John C. Bancroft Davis, as trustees, to secure the payment of an issue of bonds of the company to the amount of $20,000,000. The defendants are that company and its assignees in bankruptcy; the New York and New England Railroad Company, which is in possession of and operating the railroad; certain persons now living, and the personal representatives of others now deceased, who have, at different times, acted as trustees under the mortgage; the treasurer and receiver general of the Commonwealth of Massachusetts; George Ellis, Frederick A. Lane, and William C. Eayrs.

Afterwards Amelia T. Raymond, a holder of 100 shares, and two other shareholders, were admitted as co-plaintiffs. Four separate demurrers to the bill were filed, one of them being by the assignees in bankruptcy, and another by the New York and New England Railroad Company. They set forth, as grounds of demurrer, among other things, want of equity and laches. The case was heard on the demurrers, and in January, 1883, a decision was rendered, 14 Fed. Rep., 753, dismissing the bill, on which a decree to that effect was entered, from which Graham and Raymond have appealed.

The mortgage covered all the property of the company in Massachusetts, Rhode Island, Connecticut, and New York. In December, 1865, there remained to be built, of the projected

Opinion of the Court.

line of the road, 74 miles between Waterbury, Connecticut, and Fishkill, New York, and 26 miles in Connecticut, between Willimantic and Mechanicsville. The aggregate amount of liens, at that time, on the property and franchises owned or leased by the company, and which were prior liens to the $20,000,000 mortgage, (which will be called the Berdell mortgage,) was $9,904,650. The object of making the Berdell mortgage was to retire this prior lien debt and complete and equip the road, from Boston to Fishkill.

In January, 1870, default was made in paying the six months' interest which then fell due on the mortgage. Soon thereafter, the company's property was taken on legal process in several suits.

In July, 1870, George Ellis and two other persons filed a bill in equity, in the Supreme Judicial Court of Massachusetts, to foreclose the mortgage. Receivers were appointed, who took possession of the road August 2, 1870.

In October, 1870, an involuntary petition in bankruptcy was filed against the company, in the District Court of the United States for the District of Massachusetts, on which an adjudication was made March 2, 1871. Assignees were appointed, who, after the foreclosure was perfected, released to the trustees under the mortgage all the rights of the company in the mortgaged property.

On the 9th of May, 1871, a decree was made in the Ellis suit, providing for the delivery of the mortgaged property by the receivers to the trustees; for the filing by the latter, in the office of the Secretaries of State of Massachusetts, Rhode Island, Connecticut, and New York, of a notice that they had taken possession of the property for default in the payment of interest on the bonds," and with their purpose" to foreclose the mortgage for such default; and for the vesting of the property absolutely and in fee in the trustees, if default in the performance of the condition of the mortgage should continue for eighteen months after the notice should be filed, in which case all equity of redemption of the mortgagor should be barred.

In September, 1871, the trustees entered and took possession for foreclosure and filed the notices so provided for. The no