ing of said stockholders to be held as a substitute for the regular annual meeting called for the 20th day of August, 1902, be, and the same is hereby, vacated, and set aside, and a substitute meeting of the stockholders of said company is hereby ordered and directed to be called and held as follows. Such meeting shall be called by the board of directors of said company for the 10th day of December, 1902, at 10 o'clock in the forenoon, and the defendants herein composing said board of directors, namely, David C. Beaman, Julian A. Kebler, John C. Osgood, Alfred C. Cass, Dennis Sullivan, William H. James, John T. Kebler, Cass E. Herrington, and John L. Jerome and all other persons who are directors of said company, and any persons who may be hereafter elected members of said board before such action shall have been taken, are hereby ordered and directed to call such meeting for the 10th day of December, 1902, for the purpose of electing directors of said the Colorado Fuel & Iron Company for the year ending on the third Wednesday of August, 1903, and for the transaction of such other business as may come before the meeting. And it is further ordered and directed that the defendant David C. Beaman, the secretary of said company, or any one who may be elected or appointed in his place prior to the carrying out of this order, shall send, or cause to be sent, to the stockholders of said company, the notice of said meeting required by the statutes of the State of Colorado, and the by-laws of said company, at least thirty (30) days before the date herein fixed for the holding of said meeting, and shall also publish, in accordance with the statutes of the State of Colorado, a notice of said meeting in one or more newspapers as provided by law, at least ten (10) days before the date herein fixed for the holding of said meeting. And said the Colorado Fuel & Iron Company, its officers, agents, servants, attorneys, employes, and the directors of said company, are further ordered and directed in accordance with the by-laws of said company to cause the transfer books of said company in the City of New York, kept by the Knickerbocker Trust Company, transfer agent of said The Colorado Fuel & Iron Company to be closed twenty (20) days before said tenth (10) day of December, 1902, and to remain closed until after the meeting shall have finally adjourned.

Second. It is further ordered that Hon. Seymour D. Thompson be, and he is hereby appointed special master to be present at and supervise the meeting of the stockholders of said The Colorado Fuel & Iron Company herein before directed to be held, and the said master so appointed shall ascertain and report to the said meeting of stockholders so to be held on said tenth (10) day of December, a list of all stockholders of said company having on said day the right to vote as such stockholders; and to enable the said master to make said report to the board of directors of the defendant The Colorado Fuel & Iron Company shall cause, at the demand or request of the said master, that the books in the possession of the said transfer agent of said company shall be open to the inspection and examination of the said master, and the secretary of said company shall submit to the said master the stock books of said company kept or to be kept in the City of Denver, and from the evidence obtained from

said books, or from such other evidence as the said master shall deem competent, the said master shall make up the list of stockholders aforesaid. The master is authorized to take testimony upon his own motion or upon the request of either party, and may hear and examine witnesses, and examine books, documents, and papers in the City of New York and in the City of Chicago, State of Illinois, and in the State of Colorado, and in such other places as in his discretion he may order and direct; provided, however, that the taking of testimony on the request of parties shall not be so extended or so used as to delay the convening of the said meeting for the election of directors on the day in this order designated, or to unreasonably delay the election of directors herein provided for. The said master hereby appointed shall have full, absolute, and complete authority to determine who are entitled to vote at said election of directors, either in person or by proxy, and shall determine all questions of dispute that may arise at said meeting as to the right of any person to vote by himself or by proxy, and as to the validity of any proxy presented at the meeting, and as to the right of any such person as such proxy, and his decision shall be conclusive for the time being upon the said meeting, its presiding officer, the tellers of election, and all persons participating in the said meeting of stockholders. After the conclusion of said election said master shall declare the result of said election, and the persons by him declared to be elected directors shall at once be inducted into office for the time being, and the master shall report to this court the result of such meeting, and the names of the directors who may be elected thereat, the number of votes cast by the stockholders for each person voted for at said meeting for the office of director, and also any ruling made by said master during the progress of said meeting to which any exception shall be taken by any stockholder or person claiming to be a stockholder or to represent any stockholder as proxy; but no exception to any decision or ruling by the said master shall delay or postpone the election of directors at said meeting, or be cause of adjournment thereof, but any question of difference shall be summarily disposed of by the said master at the time of said meeting.

Third. It is further ordered and adjudged that the board of directors of the defendant company shall, on or before the 20th day of October, 1902, cause to be made of record its resolution providing for the calling of the said meeting hereinabove directed to be called, and on or before the said 20th day of October, 1902, the secretary of the said The Colorado Fuel & Iron Company shall prepare the form of notice thereafter to be issued to stockholders, and the form of notice to be published in a newspaper as hereinabove provided, and on or before the said 20th day of October, 1902, the defendant The Colorado Fuel & Iron Company shall cause a copy of said resolution so by it to be adopted, and a copy of said notice or notices, to be transmitted and delivered to the said master hereby appointed for his consideration and approval, and the said master shall immediately consider the same. If he approves such resolution and notices, he shall indorse his approval thereon, and return them to the said The

Colorado Fuel & Iron Company. If he does not approve the said form of resolution or said notice, then he shall direct the proper change or modification that, in his opinion, should be made in such resolution or notices, or both, and immediately upon receiving such instructions from the said master the board of directors of the said The Colorado Fuel & Iron Company shall cause the said resolution to be adopted, and the said notices to be prepared in accordance with the directions so made by said master, and have the same completed prior to the tenth (10th) day of November, 1902, so that the said notices to individual stockholders can be issued and delivered or mailed on or before said date, as required by the statute of the State of Colorado and by the by-laws of said company.

Fourth. It is further ordered that any party hereto may apply to the court or the judge granting this order for any further order in the premises, upon reasonable written notice to the solicitors of record in this cause. By the Court. ( HENRY C. CALDWELL,

Judge of the United States Circuit Court, Eighth Judicial Circuit.

FORM LXI.-FINAL RECORD IN EQUITY.

[District] Court of the United States, Southern District of New York. JOHN STILES

against In Equity.

ROBERT ROE.

The complainant in the above entitled cause filed his bill of complaint, which is hereunto annexed, on 2d day of January, one thousand eight hundred and eighty-seven, and the writ of subpoena was thereupon issued, and returned personally served.

An appearance was duly entered for the defendant by Henry Smith, his solicitor, and on the first Monday of March thereafter an answer to said bill of complaint was filed, the same being hereto annexed.

On the first Monday of April thereafter, the complainant filed a replication, the same being hereto annexed.

On the 19th day of March, one thousand eight hundred and eighty-seven, an order of the Court granting to the complainant a preliminary injunction as prayed for in the bill of complaint was filed and entered, which said order is hereunto annexed.

Testimony was thereafter taken by the respective parties, and filed in the clerk's office of the said [District] Court.

Afterwards, and at the October term of 1888 of said Court, present the Honorable Nathaniel D. Shipman, District Judge, the said cause came on to be heard on the pleadings and proofs, and was argued by counsel. On the 3d day of November, one thousand eight hundred and eighty-eight, a decree of said Court was filed and entered in favor of the complainant, by which it was adjudged that a perpetual injunction should issue against the defendant, and that an accounting be had before John A. Shields, Master of said Court; the said order being hereto annexed.

On the 9th day of June, one thousand eight hundred and eighty-nine, the said Master filed his report, upon which, and on the 11th day of October, one thousand eight hundred and eighty-nine, the said court caused its final decree to be entered herein, the same being hereto annexed.

And the costs having been taxed by the clerk at seven hundred and fifty dollars, the process, pleadings, and decrees, together with other papers filed in said cause, are duly annexed hereunto.

Wherefore let the said John Stiles recover of said Robert Roe the sum of two thousand dollars as adjudged in said final decree, together with the further sum of seven hundred and fifty dollars, the cost and charges as taxed, making in the aggregate the sum of two thousand seven hundred and fifty dollars.

Signed and enrolled this 15th day of November, A. D. 1889.
JOHN A. SHIELDS, Clerk.

FORM LXII.-DECREE.

[Drafted by the author.

Affirmed by C. C. A., 144 Fed. 679. Certiorari denied in 202 U. S. 619.]

United States District Court, Southern District of New York.

CHRISTIAN DANCEL and MARY DANCEL, as Administrators of the Goods, Chattels, and Credits of Christian Dancel, Deceased, Plaintiffs,

against

GOODYEAR SHOE MACHINERY COMPANY OF PORTLAND, MAINE,

Defendant.

This cause duly came on to be heard at this term on the bill, answer, replication and proofs; and was argued by counsel. And it appearing to the Court, that on January 2nd, 1892, the Goodyear Shoe Machinery Company of Hartford, Connecticut, duly entered into a contract with Christian Dancel, wherein in consideration of the assignment to said company by said Dancel of letters patent of the United States, dated September 8th, 1891, and numbered 459,036, and of his interest in certain other letters patent and other valuable considerations said company agree to pay to said Dancel in each year while the said letters patent number 459,036 remained in force as a valid patent the sum of Five thousand dollars in equal monthly installments of four hundred and sixteen and two-thirds dollars ($416.66%); and that said letters patent number 459,036 remains in force as a valid patent and its term expires September 8th, 1908; and that on March 9th, 1898, the said Goodyear Shoe Machinery Company of Hartford, Connecticut, duly assigned, transferred and set over unto the defendant, the Goodyear Shoe Machinery Company of Portland, Maine, which has since changed its name to the United Shoe Machinery Company of Maine, the said letters patent number 459,036, the other patents mentioned in said contract with said Dancel and all other property and assets of said Connecticut Company, all of which patents, property and assets said defendant took into its possession on said day; and that on March 9th,

1893, the said defendant then assumed and promised to pay all the obligations and contracts of said Connecticut Company, including all the obligations of said Connecticut Company under said contract with the said Dancel; and that said defendant duly paid the said yearly sum in the said monthly installments to said Dancel during his life and until his death and after his death paid the installment due under said contract for October 31st, 1898, and since then has refused to pay any further installments under said contract; and that said Dancel departed this life in the County of Kings, State of New York, where he then resided on the 12th day of October, 1898, and on October 26th, 1898, letters of administration upon his estate were duly issued to the above named complainants Christian Dancel and Mary Dancel by the Surrogate of the County of Kings in the State of New York, a Court of competent jurisdiction; and they have duly qualified as such administrators and are now acting as such; and that the said defendant is a foreign corporation organized under the laws of the State of Maine and has transferred all its property in the State to another foreign corporation, the United Shoe Machinery Company of New Jersey, which was organized under the laws of the State of New Jersey. Thereupon, on motion of J. Philip Berg, solicitor for complainants, it is ordered, adjudged and decreed, that the Court has jurisdiction of this cause in equity, and that the assumption of the same is not in violation of Article 3, Section 2 of the Constitution of the United States, and it is further

Ordered, adjudged and decreed, that the said contract so entered into between the said Christian Dancel and the said Goodyear Shoe Machinery Company of Hartford, Connecticut in January 2nd, 1892, and assumed by the defendant aforesaid, be specifically performed by said defendant, formerly named the Goodyear Shoe Machinery Company of Portland, Maine, and now named The United Shoe Machinery Company of Maine, by the payment by said defendant to the complainants herein, Christian Dancel and Mary Dancel, as administrators of Christian Dancel, deceased, of the amount of $416.663 on the last day of each month from and including November 30th, 1898, to and including August 31st, 1908, with interest at the rate of six per cent. a year from the end of each such month until the date of payment; and also on September 8th, 1908, the additional sum of $111.04, provided however, that should said letters patent of the United States, numbered 459,036, hereafter cease to remain in force as a valid patent, then the liability of said defendants to pay the installments under said contract subsequently maturing shall cease and that said defendant further pay to complainants the costs of this suit, as taxed by the Clerk; and the costs of said complainants having been duly taxed at the sum of $423.72, now, therefore, it is further

Ordered, adjudged and decreed, that the complainants, Christian Dancel and Mary Dancel, administrators of the estate of Christian Dancel, deceased, recover of the defendant the United Shoe Machinery Company of Maine, formerly named the Goodyear Shoe Machinery Company of Portland, Maine, the sum of $416.66%, with interest from November 30th, 1898, which interest amounts to $156.25; and the further sum of $416.663 with