The original bill in this case was filed August 14, 1877, by Thomas H. Canfield, a citizen of the state of Vermont, against the Minneapolis Agricultural & Mechanical Association, a corporation created under the laws of the state of Minnesota, and the State National Bank of Minneapolis, a corporation organized under the laws of the United States, at Minneapolis, in the state of Minnesota. Its general purpose was to establish the equities of the complainant in the capital stock and corporate property of the Minneapolis Agricultural & Mechanical Association as against the claims of the State National Bank. Prior to the filing of this bill, in October, 1873, an equitable action was commenced by the State National Bank and Rufus J. Baldwin, its cashier, in the district court of the Fourth judicial district for the county of Hennepin and state of Minnesota, against Canfield, involving, to a certain extent, the matters here in controversy. The proceedings and judgment in that case are relied upon as res judicata in the present litigation, and are conclusive so far as the same matters are drawn in question in both suits.
The facts found by the district court in Minnesota, in the proceeding referred to, are substantially as follows:
That the Minneapolis Agricultural & Mechanical Association in 1871 became a body corporate under the general laws of the state of Minnesota, for the purpose of promoting the agricultural and mechanical arts by holding fairs and other public exhibitions, with a capital stock of $40,000, divided into 800 shares of $50 each, all of which was paid up, and for which certificates were issued; that the government of said association was vested in a board of directors of 11 persons, to be elected annually by the stockholders, and continue in office for one year, and until their successors were elected and qualified; that said corporation became the owner in fee of certain described lands in the county of Hennepin, containing 70 acres, known as the 'Fair Grounds,' on which it erected buildings and structures for the purpose of accommodating the fairs which it proposed to hold, and for the other uses and purposes contemplated by their erection.
That on the twelfth day of November, 1872, William S. King had become the owner of all the capital stock of the association, and was in possession of its real estate, using the same as his own individual property, without interference on the part of the corporation or its officers, the ordinary and lawful business of the corporation having been wholly suspended and abandoned; that 200 shares of the stock King had purchased from George A. Brackett on credit, giving his notes for the purchase money, secured by a pledge of the stock itself, which notes and stock thus pledged, Brackett, on April 8, 1873, transferred and delivered to the State National Bank of Minneapolis to secure the payment of a loan of $10,000 made by the bank to Brackett; that 100 shares of said stock King had purchased from one Richard J. Mendenhall on credit, giving his promissory notes for the payment of the purchase money, secured by a pledge of the stock, which notes Mendenhall procured to be discounted for his benefit by the State National Bank, transferring to the bank the stock so pledged as collateral security.
That on July 19, 1873, King delivered to Rufus J. Baldwin the remaining 500 shares of stock as collaterl security for his obligation to return to Baldwin certain gas stock, of the value of $10,000, borrowed by King from him, and authorized Baldwin also to hold the said stock as additional security for King's notes held by the bank.