Platt v. Francis. during such time, was ignorant of the facts." [31 Cyc. 1277.] "In order to bind the principal as by a ratification, he must have acted with full knowledge of all the material facts." [19 Cyc. 202.] The facts relied upon to create a ratification in the case of Garesche v. Levering Investment Company, 146 Mo. 436, quoted by the writer in the opinion filed in Division Two, are more nearly like the facts in this action than any case which has come under his observation. In the Garesche case, the plaintiffs held an estate of remainder in certain real estate of their grandfather; their mother and another party had been named as executors in the will of their grandfather and by that instrument were granted power to sell the real estate for reinvestment. The executors organized a corporation and deeded the real estate to the corporation, on the theory that this would avert the expense of partitioning it among the remaindermen. When the time arrived for the remaindermen to receive the real estate devised to them by their grandfather, they were called together by the surviving executor and given stock in the corporation in proportion to their respective interests in the real estate. The remaindermen received and held their shares of stock for about five months and dividends on same were paid to and accepted by them. The remaindermen, during the time they held the stock, were ignorant of the fact that the will of their grandfather did not authorize the executors to incorporate the estate. They could have found out that fact by going to the probate court and examining the will, the same as Mr. Lionberger or Mrs. Platt could have ascertained the terms of the Platt power of attorney by going to the recorder's office or by calling on Francis Brother & Company with whom it had been left; but the remaindermen did not do so until about five months after they had received their corporate stock, when they Platt v. Francis. instituted a suit to divest the corporation of title to the real estate and for an accounting. The corporation (defendant in that case) contended that the remaindermen (plaintiffs in that case) had ratified the placing of their real estate in the corporation by the acceptance of stock in said corporation and by holding said stock and receiving the dividends thereon. This court, however, in a very carefully prepared opinion by MARSHALL, J., held that the remaindermen had not by the above recited acts ratified the unlawful acts of the executors in conveying their real estate to a corporation, and sustained a recovery by the plaintiffs. The recovery in that case was sustained upon the theory that the remaindermen in accepting the corporate stock and the dividends thereon, were not aware of their legal rights (though all the facts concerning the incorporation of the estate were matters of public record), and the fact that they waited several months to ascertain their rights, was not such an acquiescence or ratification of the wrongful acts of the executors as would bar them from maintaining their action. Defendants' learned attorneys, in their last brief filed in this case, admit that the law is correctly announced in the Garesche case. For the reasons before recited, I respectfully dissent from the majority opinion filed in this case. Kennish, J., concurs in the views expressed herein. Johnson v. United Railways. J. B. JOHNSON et al. v. UNITED RAILWAYS COMPANY et al., Appellants. In Banc, December 31, 1912. 1. APPELLATE PRACTICE: Voluminous Briefs and Records. Voluminous record and briefs, in cases in which appear seasoned and able counsel, trained in abstracting testimony and in condensing argumentation, recital and citation, are viewed with solicitude. Instead of helping, they hinder, a just disposition of the case. Appellate courts sorely need the discriminating pains of counsel to pick, choose and condense, clarifying what is dark and simplifying what is complex and avoiding excess of dilation, intricacy or extraneous coloring matter. 2. JUDGMENT DEBTOR: Liability of Assignee of Lessee Debtor: In Actions at Law: Transit and United Railways Companies. The question of whether on the mere face of the lease from the United Railways Company to the Transit Company the Railways Company was, as a matter of law, liable alone, or with the Transit Company, as joint tortfeasors, to persons negligently injured by the Transit Company in the operation of street cars, has been answered in the negative by the former adjudications of this court, and in this case is taken as foreclosed. 3. : : Suit in Equity by Stockholder: By Judgment Creditor: Fraud. In the former suits of Johnson v. Railways Co., 227 Mo. 423, and 243 Mo. 278, it was held that the forty-year lease from the United Railways Company to the Transit Company and the subsequent agreement by which the Transit Company transferred to the Railways Company all its cash, properties and contractual obligations, could not be rescinded and an accounting had on the prayer of a stockholder holding a few shares acquired after the transfer; that if such a stockholder were injured he must go to law, not to equity, for his damages; but it was not held in those, or any other cases, that a judgment creditor against the Transit Company could not, in equity, have those transactions opened up on the ground of fraud, and be permitted to show that the assets of the Transit Company passed into the coffers of the Railways Company under such circumstances that equity should subject the Railways Company to the payments of judgments on claims existing against the Transit Company at the time the transfer was made, to the extent of the value of such assets. That question is decided in the affirmative in this case. [Following Barrie v. Railways Co., 138 Mo. App. 557.] Johnson v. United Railways. 4. EQUITY: Attorney's Fees: Liability of Intervenors for Labor of Which They Had Benefit. Where judgment creditors against one corporation agreed with their attorney upon a percentage basis of compensation for services to be rendered in establishing by suit in equity those judgments against another corporation to which all the assets of the other had been transferred, and thereupon eleven other judgment creditors intervene in their own right and are made plaintiffs, and a general money judgment is rendered against the transferee company, adjudging it to pay all the judgments, the court properly overruled the attorney's motion for an allowance of attorney's fees, by way of a pro rata on the amounts the several intervening creditors recovered in the final judgment, whether that motion was filed before or after the decree, and although his labors were of great value to said intervenors. In such case the general rule applies that one litigant cannot be compelled to pay the attorney's fees of another, either at law or in equity. 5. 6. -: Pleading: Fraudulent Transfer of Properties by Corporation: Contract In Haec Verba. It is not necessary for the pleader in his bill having for its object to compel one corporation to pay judgments against another which transferred all its assets to it, to set forth in haec verba the agreement by which that was done. It is good pleading to plead its substance and intendment, and to set forth only the ultimate and substantive facts necessary to constitute his cause of action. : : Champerty. Where the facts relied upon for the defense of champerty do not appear on the face of the pleading, but appear extrinsically and collaterally in oral testimony, they constitute new matter, and to be available as a defense the ultimate fact of champerty must be pleaded. Champerty and Maintenance: Attorney's Compensation: Percentage. The mere fact that the attorney for plaintiff in the equity case has a percentage contract with him, contingent on success, avails nothing to establish either champerty or maintenance. Such contracts are now permitted by express statute. 8. : Maintenance: Fraud: Assignment of Right to Sue: Judgment. An assignment of a right to file a bill of equity for fraud committed on the assignor is not maintenance or void if such right is merely incidental to the assignment of a subsisting substantial property. The assignee, for a valuable consideration, of a judgment against a corporation which has transferred all its property to another corporation, has the right to maintain a bill in equity against said transferee to uncover the fraud in such transfer and to compel the transferee to pay the judgment. The judgment is property, and its assignment carries with it whatever is necessary to enable the assignee to possess and enjoy that property. 9. Johnson v. United Railways. Assignee: Right to Sue. The statute (Sec. 2159, R. S. 1909) provides that "any action or other proceeding, which the plaintiff in any judgment might have thereon, may be maintained in the name of the assignee." 10. 11. 12. Fraudulent Transfer of Properties by Corporation: Stockholders as Defendants. In a suit by a judgment creditor of the Transit Company to compel the United Railways Company, to which the Transit Company had transferred all its assets, the stockholders of the Transit Company are not necessary parties. The corporation being in court, the stockholders are affected, if at all, only vicariously. : Necessary Parties: Joint Tortfeasors: Syndicate Which Appropriated Funds of Corporation. Each tortfeasor is liable for the entire debt due plaintiff. Where the plaintiff obtained judgment against the Transit Company and thereafter that company, before payment, transferred all its assets to the United Railways Company, and the judgment creditor sues the Railways Company to compel it to pay his judgment, alleging fraud in the transfer, it is not necessary to join as a party defendant a syndicate which wrongfully shared in the division of the spoils in wrecking the Transit Company and in rehabilitating the Railways Company. Each one of the three is liable to plaintiff for the amount of his judgment, if there is any liability at all. : Defect of Parties: Waiver. If there is a defect of parties plaintiff or defendant appearing in a bill, it should be raised by demurrer. Answering over waives it. If such defect do not appear on the face of the bill, it becomes a matter of defense and should be raised by the answer; and failure to so raise it, removes it from consideration. 13. FRAUD: Damages: Creditors' Bill. Fraud must concur with damages to be actionable. Constructive or actual fraud without damages would not support a creditors' bill. 14. CORPORATION: Liability of Stockholders. Individual shareholders of paid-up shares of stock in a corporation are not personally liable in any form of action for corporate debts. 15. : Liability of Company. While the shares of stock of individual shareholders are at no time subject to levy and seizure for the debts of the corporation, every form and kind and particle of its corporate property are subject to levy and sale to pay such debts. 16. - : Wrongful Use of Voting Power. While individual owners of shares of stock in a corporation hold it free to trade, swap, sell, transfer and vote at corporate elections, without let or hindrance of corporate creditors, they may not use their voting power as they please and without regard to the result of the vote. In pursuance of a scheme of concerted ac |