may produce vouchers for, is good as between the parties themselves and their privies.

The case is stated in the opinion of the Court.

MR. JUSTICE BRADLEY delivered the opinion of the Court.

This is an action brought by the plaintiff, Burgess, against J. & W. Seligman & Co., as stockholders of the Memphis, Carthage and Northwestern Railroad Company, under a statute of the State of Missouri, to recover a debt due to him by the company. The plaintiff, in his petition, alleges that on the 5th on November, 1874, judgment was rendered in his favor against the corporation by the district court of Cherokee County, Kansas, for $73,661, which remains unsatisfied; that in December, 1874, the corporation was dissolved, and that the defendants at the date of the dissolution andfound are sufficient to support the judgment.

The principal facts upon which the case must turn are substantially the following:

The Memphis, Carthage & Northwestern Railroad Company was a corporation organized under the general laws of Missouri, with an authorized capital of $10,000,000. On the 10th of March, 1872, a contract in writing was entered into between the corporation and J. & W. Seligman & Co. (the defendants), which is set forth in the findings. In the recitals of this contract, it was stated that certain municipal subscriptions, in the shape of bonds, to the amount of $645,000, had been obtained in aid of its construction, and that a portion of the road (27 miles) was already graded, bridged, and tied, and the right of way obtained, and all paid