in substantial compliance with the terms of the proposition, when the bonds were sold by the county and the proceeds were paid to a corporation which Wiley had organized for the express purpose of constructing the irrigating canal which he had proposed to construct. It is generally known that works of that nature are undertaken by corporations rather than individuals, and in the present instance it was most likely understood, when Wiley entered into negotiations with the precinct, that he had already organized, or would organize, a corporation to undertake the work. At all events, if there was a departure from the terms of the proposition, which was regarded by the people of the precinct as at all material or detrimental to their interests, they should have taken the proper steps, in due season, to arrest the issuance and sale of the bonds and to compel a delivery thereof to Wiley in person, if they so desired. It would be manifestly inequitable to permit the municipality to take advantage of the irregularity complained of at this late day, after the bonds have been certified. by the secretary of state and the auditor of public accounts as lawfully issued, and after the bonds have been sold and the proceeds paid to the municipality, and after it has levied taxes to pay the interest thereon for 10 years or more (thereby giving them currency in the market), without complaint from any one. These facts estop the municipality from complaining of such an irregularity as the one now under consideration, even if the plaintiff below is not in a position to claim protection from the recitals in the bond, and from the certificate made by the secretary of state and the auditor of public accounts, to the effect that they had been issued according to law. Supervisors v. Schenck, 72 U. S. 772, 781, 782, 18 L. Ed. 556; Clay Co. v. Society for Savings, 104 U. S. 579, 591, 26 L. Ed. 856; State v. Goshen Tp., 14 Ohio St. 569, 587; Society for Savings v. City of New London, 29 Conn. 174, 193; Leavenworth, L. & G. R. Co. v. Douglass Co. Com'rs, 18 Kan. 169, 185, 186; Washington Co. v. Williams, 49 C. C. A. 621, 111 Fed. 801, 807, 808. Finding no error in the proceedings below which would warrant a reversal, the judgment below is hereby affirmed. (116 Fed. 129.) McDONALD v. FIRST NAT. BANK OF KANSAS CITY et al. No. 1,613. 1. FRAUDULENT CONVEYANCES-TRANSFER OF BANK STOCK-EVIDENCE CONSID ERED. Evidence held to support a finding that a transfer of stock in a national bank was merely colorable, and that a sale of the stock on execution against the original holder conveyed a good title thereto. Appeal from the Circuit Court of the United States for the Western District of Missouri. Henry L. McCune (Charles L. Dobson, on the brief), for appellant. Henry D. Ashley and George P. Miller (William S. Gilbert and Denton Dunn, on the brief), for appellees. Before CALDWELL, SANBORN, and THAYER, Circuit Judges. CALDWELL, Circuit Judge. The First National Bank of Kansas City, Mo., filed its bill of interpleader setting up that John M. W. Pratt and L. E. McDonald each claimed to be the owner of the same 50 shares of the capital stock of the bank and the dividends due thereon, and praying that they might be summoned in and required to assert and litigate between themselves the question as to which of them was the owner of the stock and the unpaid dividends thereon. The parties appeared and set up their respective claims to the stock. John M. W. Pratt, for convenience hereafter designated as the plaintiff, claimed to have acquired the title to the stock under and by virtue of execution sales thereof on two judgments, one for $1,696, and one for $5,375, recovered by him in the circuit court of Jackson county, Mo., against Charles W. McDonald, who prior to 1892 was admittedly the owner of the stock. For the fraudulent purpose of escaping the payment of alimony to his wife, whom he expected. would procure a divorce, C. W. McDonald transferred the shares of stock in controversy, with shares of the capital stock of other national banks, to the plaintiff, and later they were transferred to L. E. McDonald, for convenience hereafter designated as the defendant, who claims to have purchased the same from the holder thereof, and the shares now stand on the bank stock register in his name. In the view we take of the case, it is not necessary to go into the history of the transactions between the plaintiff and Charles W. McDonald relating to the shares of stock in controversy in this suit and the shares of stock of other national banks concerning which they had dealings. It is enough to say that, as a result of these transactions, it is, for the purposes of this case, conclusively established by the judgments in the state court that Charles W. McDonald became the debtor of the plaintiff in the sum of the two judgments recovered against him. It is equally clear that, if when the shares of stock in controversy were attached and sold they were in fact the property of C. W. McDonald, then the plaintiff is the owner of the same by virtue of his purchase thereof at the execution sale. There is a great deal of testimony relating to the alleged purchase of the stock by the defendant, all of which has been read by every member of the court and duly considered. Without unduly protracting this opinion, we can do no more than state our conclusions upon the facts. Under the arrangement between the plaintiff and C. W. McDonald, the latter was the real owner of the stock all the time, although a certificate therefor had been issued in the name of the plaintiff. At the written request of C. W. McDonald, the plaintiff delivered the certificate of stock which he held, indorsed in blank, to the bearer of a letter from C. W. McDonald, in which the bearer of the letter was designated by the name of Robinson. C. W. McDonald is a cousin of the defendant, and had been the defendant's guardian. They had known each other intimately nearly all their lives, and had been associated together in the banking business. At the time of the alleged purchase of the stock, in 1895, the defendant was cashier of a bank at Morristown, Ind.; from 1881 to 1895, the date of the purchase of the stock, his monthly salary ranged from $30 to $75 per month; C. W. McDonald occasionally visited the defendant and his mother and sister at Morristown, Ind., and when he did so always stayed at the defendant's house; the defendant says he purchased the stock from one Robinson, in Morristown, in September, 1895, paying therefor $10,000 in cash; that Robinson was a broker in Chicago, and came from that city to Morristown to sell him the stock; that he never saw Robinson before or since, and does not know his address in Chicago; that payment for the stock was made in currency in the back room of the Morristown bank, when no one but the defendant and Robinson was present. His account of how he came to be possessed of $10,000 in money at that time is, to say the least, extremely unsatisfactory. The man figuring in the transaction as Robinson is not produced as a witness, and seems to be unknown to all. It is shown that C. W. McDonald wrote letters and orders about this stock, and signed them sometimes "George C. Robinson' and sometimes "C. H. Robinson." We cannot escape the conclusion from the evidence that, if Robinson is not a myth, he was the mere cat's-paw of C. W. McDonald, and that wherever his name figures in the transaction it stands for that of C. W. McDonald; that when the plaintiff delivered the certificate of stock indorsed in blank to "Robinson" the delivery was in fact to and for the use of C. W. McDonald; that no bona fide sale of the stock was made to the defendant; and that the defendant at no time had any right, title, or interest in the stock other than to hold it in his name in trust for C. W. McDonald, for the purpose of enabling the latter to defraud those to whom he was, or expected to become, indebted. The decree of the circuit court is affirmed. (116 Fed. 157.) WATSON et al. v. BONFILS et al. (Circuit Court of Appeals, Eighth Circuit. April 24, 1902.) No. 1,653. 1. JURISDICTION OF FEDERAL COURTS-CITIZENSHIP IN TERRITORIES FATAL. A national court has no jurisdiction of a suit which involves a controversy between a citizen of a state and a citizen of a territory, and the fact that citizens of different states are interested in the controversy and are made parties to the suit does not remove the fatal objection. 2. SAME-CITIZENSHIP OF REAL AND PROPER PARTIES MATERIAL, OF NOMINAL PARTIES IMMATERIAL. The citizenship of nominal parties to a suit is not material and may be disregarded, but the citizenship in a state or foreign country by every proper party who has a real interest in the controversy involved in the suit is essential to the jurisdiction of a federal court on the ground of diversity of citizenship. 3. SAME-PROPER PARTIES REAL PARTIES TO A SUIT. A party who has a real controversy with the opposing parties to a suit, which presents a common point of litigation, that affects its entire subject-matter, and the decision of which will settle the rights of all the parties to the suit, is a proper and real party to the suit. 4. SAME-PRESUMPTIONS-DIRECT AND COLLATERAL ATTACK. In a direct attack upon a judgment or decree of a federal court by writ of error or appeal, the record must affirmatively show the jurisdiction of the court which rendered it. But on a collateral attack, jurisdiction is presumed. 5. SAME AMENDMENT TO SHOW PERMISSIBLE IN CIRCUIT COURT, BUT NOT IN APPELLATE COURT. Where, through the mistake or inadvertence of one of the parties, the requisite averments of citizenship have not been made, an appellate court may reverse and remand the case, with leave to the court below to permit amendments to show its jurisdiction, but it has no power to permit such amendments in the appellate court. 6. FRAUDULENT CONVEYANCES-EQUITABLE INTEREST. A conveyance by a debtor of its leviable equitable interest in land with intent and in furtherance of a scheme to induce parties to become its creditors, and to delay and defraud them, is voidable at the election of existing and subsequent creditors. 7. SAME-USE OF LEGAL INSTRUMENTS TO EFFECT, NO BAR TO AVOIDANCE. The use of sheriff's deeds and other legal instruments to effect a fraudulent conveyance of property by a debtor is no bar to its avoid ance. 8. SAME-SCHEME TO DEFRAUD. A bank devised the scheme to run the title to all the real estate upon which it foreclosed mortgages into a realty corporation whose stock it held, and to take notes and mortgages upon the real estate for the amounts due by the former mortgagors. The result was that it procured notes of the realty corporation, which was insolvent, for $330.000, many of which were partially secured by mortgages; and it carried these notes and the worthless stock of the realty company, $100,000 in amount, at par, among its assets. Held, that the plan disclosed an intent to obtain creditors by deceit and to defraud them, and sheriff's deeds and conveyances made in furtherance of the scheme were voidable for fraud at the election of the creditors. 9. TRUSTS-EXPRESS FORBID INFERENCE OF IMPLIED WITH DIFFERENT TERMS. An express trust prohibits the inference from the same transaction of an implied trust on different terms. Where parties agree that property 1. Diverse citizenship as ground of federal jurisdiction, see notes to Shipp v. Williams, 10 C. C. A. 249; Mason v. Dullagham, 27 C. C. A. 298. shall be transferred to and held by a corporation under the express trust which the relation of a corporation to its creditors and stockholders creates, and it is transferred to the corporation accordingly, they are estopped from claiming that an implied trust of different terms arose from the transaction, and no such trust can be inferred between them. 10. CORPORATION - SOLE STOCKHOLDER AND CREDITOR CANNOT IGNORE ITS EXISTENCE. A corporation is an entity distinct from its stockholders and creditors, and a sole creditor and stockholder of a corporation cannot ignore its existence, and convey, incumber, or deal with its property without the action of the corporation. 11. GENERAL ASSIGNMENT ASSIGNEES CANNOT AVOID CONVEYANCES FRAUdu. LENT AS TO CREDITORS. A general assignment for the benefit of creditors under the laws of Missouri and under the common law does not vest in the assignees the rights of creditors to avoid the fraudulent conveyances of the assignor. It conveys what the assignor has, but nothing that he has transferred by conveyances good against him, but fraudulent as to his creditors. 12. GENERAL ASSIGNMENT-EFFECT IN ANOTHER STATE. A general assignment made in one state (Missouri) vests no better title in, and grants no greater power or rights to the assignees in, another state (Kansas), than it gave them in the state where it was made. 13. SUBSEQUENT ATTACHMENTS OF REAL ESTATE FRAUDULENTLY CONVEYED SUPERIOR TO TITLE OF ASSIGNEES UNDER LAWS OF MISSOURI AND COMMON LAW. Subsequent attachments of real estate fraudulently conveyed by an assignor by deeds good against him are superior in law and in equity to the title of assignees under a general assignment under the laws of Missouri and the common law. Caldwell, Circuit Judge, dissenting. (Syllabus by the Court.) Appeal from the Circuit Court of the United States for the District of Kansas. George B. Watson, Silas Porter, and Junius W. Jenkins (A. E. Watson and Henry McGrew, on the brief), for appellants. Frank Hagerman and L. W. Keplinger (O. L. Miller, C. F. Hutchings, William Warner, O. H. Dean, W. D. McLeod, Hale Holden, and Albert H. Horton, on the briefs), for appellees. Before CALDWELL, SANBORN, and THAYER, Circuit Judges. SANBORN, Circuit Judge. This is an appeal from a decree in favor of the complainants, certain creditors of an insolvent bank, which avoids liens of attaching creditors upon real estate in the state of Kansas, and impresses a trust in favor of all the creditors of the bank upon it under a general assignment which the bank made in the state of Missouri. The only ground of the jurisdiction of the circuit court was diversity of citizenship. One of the defendants, an attaching creditor, was a citizen of the territory of Oklahoma. A national court has no jurisdiction of a suit or controversy between a citizen of a state and a citizen of a territory, and the joinder or association of citizens of states with the respective parties to such a suit or controversy does not re 11. See Assignments for Benefit of Creditors, vol. 4, Cent. Dig. §§ 326, 752. |