as his executor. In his will he directs that John Terrell, as his executor, shall collect the money, and hold the same as trustee for the benefit of the two sisters named. By the terms of the by-laws the new certificate would be "payable to such beneficiary or beneficiaries dependent upon him" as he (Hooper) might direct. There is nothing whatever to show that Hooper was not in good standing in every way with his order, and consequently a new certificate would have issued, as a matter of course, if he had not died before there was time for the proper officers to issue it. Therefore that should be considered as done, especially in a court of equity; and, as the case stands, it may be considered as if a new certificate had been issued, payable to John Terrell, as executor, and in legal effect to the two sisters named; and the special master to whom this case was referred so determined.

As to the other question, that these two sisters were not dependent upon him, the record seems to be, in a measure, silent; but the special master finds that they were not dependent upon him in such sense as is contemplated in the constitution and by-laws of the Order of the Golden Chain. The provision of the by-laws is that a person becoming a member of this order, and applying for a benefit certificate, shall enter upon his application the "name or names of those dependent upon him to whom he desires his benefit paid"; and it also provides for such "future disposal among his dependents as the member may thereafter direct." The designation of the beneficiaries dependent upon him, to whom a member desires the amount for which he is insured paid at his death, is therefore a matter for the member. It may be that, within reasonable limits, the supreme lodge of the order might raise some question as to the person named not being of the member's family or dependent upon him; but is there any authority for third parties to make this question? A member insures his life, and pays the dues required by the order. Why should he not name such person or persons dependent upon him as he may desire, and why should he not be the judge, as between himself and his other relatives, as to which of them is dependent upon him, and as to who shall receive his insurance in the event of his death? It is his contract, and he pays the dues or premiums, and why may he not name the beneficiaries? By what right do third parties claim that a member's designation of beneficiaries is invalid? I am wholly unable to see how any other parties, even if they be of the same relationship to the member as the beneficiary named, can contest this question, when the supreme lodge of the order does not make it. The able special master, who has made a careful and well-considered report, takes the contrary view of this question, and so reports. He thinks that, under the constitution and by-laws, it is necessary that the beneficiaries should belong to the family of the member, or be dependent upon him, and that the question may be raised by third parties who would take, under the by-laws of the order, in the event no proper beneficiaries were named. Upon the question as to whether the two sisters named were dependent upon Ledrew R. Hooper, the special master reports as follows:

**

"The especially pertinent parts of these provisions I have underscored in the quotations. Construing these, I report that one belonging to said order can validly designate as beneficiaries only members of his own family, and persons who are dependent upon him. The two sisters were not members of the family of the deceased. They did not live with him, and there is not a line of evidence to show that he contributed to their support. I cite as pertinent here a Massachusetts case, decided March 30, 1897, construing an act authorizing benefits to be paid to members of the association and their families. It appears that even parents not living with one are not members of his family; and it is clear that sisters living apart from a member, and not receiving from him help in their support, are not dependent upon him. I report that the two sisters, to wit, Louisa West and Martha M. Standridge, at the time the will in evidence was made, and when Terrell, as executor, was designated as beneficiary, did not belong to the family of the deceased, and were not dependent upon him, and that, in accordance with the authorities cited above, their designation as beneficiaries by the deceased is void."

The facts seem to be that the two sisters who were named as beneficiaries were married at the time of Hooper's death; were people who were living in the country, engaged in farming, and in very moderate circumstances. Indeed, it seems likely, from the facts stated, that they were poor people, and yet not so poor as to make them absolutely dependent upon others for support. Giving full weight to the report of the special master, it would probably be necessary to find that they were not, strictly speaking, dependent, even if there was a conflict; but there seems to be none, and their condition in life is not seriously questioned. The conclusion which I have reached on this subject is this: The constitution provides for the payment of this benefit fund to the member's family, or "those dependent upon him, as he may direct." The by-laws have the same provision. In reference to making a redesignation of a beneficiary, the same language, substantially, is used. It is, such dependents as the member may direct. The member, in this case, for reasons satisfactory to himself, directed that the amount of his benefit should be paid to these two sisters. The provisions quoted seem to make it a matter entirely discretionary with the member as to who he shall name as the beneficiary, with the right, possibly, in the supreme lodge of his order to question the designation. But it appears to me to be a matter only between the order and the member. Who can know the exact facts on the question of dependents, as between a member and his sisters, and who can know how far, and for what reasons, he deemed these sisters dependent upon him? It is a matter for the member himself to determine, and after he determines it, the order being satisfied, it is not a matter upon which third parties may be heard. Some authorities have been cited which seem to take a different view of this matter, and some are cited which seem to support it; but on principle, and in the absence of any authority controlling in this court, I am compelled to hold that the designation of these two sisters as his beneficiaries should stand, and the exceptions to the report of the special master on the question will be sustained. A decree may be entered carrying these views into effect.

CORBUS v. ALASKA TREADWELL GOLD-MIN. CO. ROBERTS v. MEYERS et al. STEWART v. WASHINGTON & A. S. S. CO. In re ALASKA S. S. CO. In re PACIFIC COAST CO. In re PACIFIC COAST S. S. CO. In re PACIFIC STEAM WHALING CO. In re ALASKA PACKERS' ASS'N.

(District Court, D. Alaska. December 30, 1899.)

1. INJUNCTION-SUIT BY STOCKHOLDER.

An injunction by one stockholder against the corporation to restrain the latter from applying for a license and paying the tax or fee imposed by law for conducting a business upon which the congress has imposed such tax will not lie.

2. EQUITY-ADEQUATE REMEDY AT LAW.

Equity will not interfere where the parties have a plain and adequate remedy at law.

8. SAME-MULTIPLICITY OF SUITS.

To induce a court of equity to take jurisdiction of a suit on the ground that a multiplicity of suits is threatened, and irreparable injury thereby about to be sustained, the facts must be so pleaded that the court can reasonably infer that such allegations are true.

4. COURTS-JURISDICTION.

A mere protest against the payment of a license tax on the ground that the law seeking to impose the same is unconstitutional will not give the court jurisdiction to try and determine the constitutionality of the law. (Syllabus by the Court.)

Maloney & Cobb, for Corbus.

M. E. McEnany, for Alaska Treadwell Gold-Min. Co.

John R. Winn, for Roberts.

F. D. Kelsey, for Meyers and others.

John G. Heid, for Stewart.

Lyons & Lyons, for Washington & A. S. S. Co.

John R. Winn, for Pacific Coast Co., Pacific Coast S. S. Co., and Pacific Steam Whaling Co.

Arthur K. Delaney, for Alaska Packers' Ass'n.

R. W. Jennings, for Alaska S. S. Co.

R. A. Friedrich, U. S. Atty., amicus curiæ.

JOHNSON, District Judge. The following cases were, at one and the same time, argued and submitted to the court for decision and determination: A. W. Corbus against the Alaska Treadwell GoldMining Company, John W. Roberts against C. F. Meyers and others, Charles Stewart against the Washington & Alaska Steamship Company, and protests against the payment of the license tax by the Alaska Steamship Company, the Pacific Coast Company, the Pacific Coast Steamship Company, the Pacific Steam Whaling Company, and the Alaska Packers' Association. The object and purpose of each suit and each protest being the same,—that is, to determine the constitutionality of the provisions of subchapter 44 of chapter 429 of the act of congress of March 3, 1899, entitled "An act to define and punish crimes in the district of Alaska and to provide a Code of Criminal Procedure for said district," they may all be disposed of together. As to the forms of action, they may be divided into two classes: The first three are suits in equity, wherein a

stockholder of the defendant corporation or a co-partner of the defendant co-partnership seeks to enjoin the corporation or co-partnership from applying for a license, or paying the license fee or tax required by said act to be paid as a condition precedent to conducting their respective lines of business. The remaining cases are simple protests against paying the license tax imposed by law, principally on the ground that the same is unconstitutional, and praying that they may pay the amount of the license tax into the registry of the court, there to be held until the final action of the court on their protests. In each and all of the cases the license fee or tax has been paid to the clerk of the court, there to remain, by order of the court, until the final determination of these suits and protests. In the case of Corbus against the Alaska Treadwell Gold-Mining Company the plaintiff seeks to enjoin the defendant corporation from paying the license tax imposed for operating certain quartz stamp mills and conducting a mercantile establishment. In Stewart against the Washington & Alaska Steamship Company the injunction is sought for the purpose of restraining the payment of the license for an ocean and coastwise vessel doing local business for hire, plying in Alaskan waters, the property of the defendant corporation. Roberts against Meyers and others is identical with the last-named case, except that the owner of the vessel in question is a company instead of a corporation, one member of which seeks to enjoin the other members. The protests of the Alaska Steamship Company, the Pacific Coast Company, and the Pacific Coast Steamship Company are against the payment of licenses on steamers and wharves, while the protests of the Pacific Steam Whaling Company and the Alaska Packers' Association are directed against the license imposed for operating steamboats and canning and salting salmon in Alaska. To each of the three bills a demurrer to the equity thereof was interposed by defendants. The attorneys for the defendants, however, made no arguments, and filed no briefs in support of their respective demurrers. Copies of the bills having been served upon the district attorney, he asked and obtained leave of the court to appear as amicus curiæ, and in that capacity, and disclaiming any intention to in any manner represent or bind the United States, he denied that the court had any jurisdiction under any of the forms of action presented to hear and determine the cases upon their merits. He denied the right or power of the court to enjoin the defendants in any case from paying the license in question, and he also argued in support of the constitutionality of the law, and offered a brief in support of both contentions. It is necessary, then, to first ascertain whether the court has jurisdiction, under the pleadings in any of these cases, to try and determine the constitutionality of the law in question. In the three equity suits the plaintiffs rely largely, if not wholly, upon the case of Pollock v. Trust Co., 157 U. S. 429, 15 Sup. Ct. 673, 39 L. Ed. 759, and Id., 158 U. S. 601, 15 Sup. Ct. 912, 39 L. Ed. 1108. It is contended that the suits at bar are identical with the Pollock Case, and that, the supreme court having in that case decided that a stockholder might enjoin a corporation from paying a tax alleged

to be unconstitutional, this court is bound thereby in these cases. If it be conceded that the cases are identical, and that the decision in the Pollock Case is entitled to the breadth of construction contended for by plaintiffs' counsel, then it will not be denied that this court is bound thereby. But are the cases identical? We think not. An examination of the bills before us discloses the existence of corporations and a co-partnership formed for the simple purpose, in the one instance, of mining and milling ores for the precious metals therein contained, and in the other two cases for operating steamers in Alaskan waters as common carriers. It is not claimed that any trusts have been committed to the respective defendants, their only obligation and duty being to their stockholders. And the threatened multiplicity of suits is charged as "suits and prosecutions for the violation of said act," and the irreparable injury threatened and complained of would be incurred by "defending said suits, and avoiding the fines and forfeitures provided by said act." In Pollock v. Trust Co. the bill alleged:

"That, under and by virtue of the powers conferred upon the company, it had from time to time taken and executed, and was holding and executing, numerous trusts committed to the company by many persons, co-partnerships, unincorporated associations, and corporations, by grant, assignment, devise, and bequest, and by orders of various courts, and that the company now hold as trustee for many minors, individuals, co-partnerships, associations, and corporations, resident in the United States and elsewhere, many parcels of real estate situated in the various states of the United States, and amounting, in the aggregate, to a value exceeding five millions of dollars, the rents and income of which real estate, collected and received by said defendant in its fiduciary capacity, annually exceeded the sum of two hundred thousand dollars."

The bill further shows:

"That voluntary compliance with the income tax provisions would expose the company to a multiplicity of suits, not only by and on behalf of its numerous shareholders, but by and on behalf of numerous minors and others for whom it acts in a fiduciary capacity."

Other radical differences appear between the bills under consideration and that in Pollock v. Trust Co., but these are sufficient of themselves to place the two on an entirely different footing. Indeed, it was because of these allegations in the bill in the Pollock Case, and which are not found in the bills before us, that the supreme court determined it had jurisdiction in that case. The language of the syllabus, which embodies the judgment of the court upon that point, reads as follows:

"Such a bill being filed by a stockholder to prevent a trust company from voluntarily making returns for the imposition and payment of a tax claimed to be unconstitutional, and on the further ground of threatened multiplicity of suits and irreparable injury, * the court will proceed to judgment on

the merits."

A mere allegation in the bill that a multiplicity of suits is threatened is not sufficient to induce a court of equity to take jurisdiction of the suit. The facts must be pleaded in such manner that the court can reasonably infer that such danger is threatened, and such suits liable to be brought. This is not only sound in principle, but is sustained by the authorities. Schulenberg-Boeckeler