every civil suit of injunction. The sole issue tendered by the pleadings in this case is to have determined the validity of the rates imposed by the commissioners, in which the state has no direct pecuniary interest, as held by the supreme court in the Texas case. The statute of the state of Texas contains a similar provision, subjecting the offending road to a forfeiture of money, to go to the state of Texas. This provision of the Texas statute is incorporated in the statement of facts in the Reagan Case, 154 U. S. 365, 366, 14 Sup. Ct. 1047, and was therefore before the eyes of the court in deciding that case. Neither the attorney general of the state nor the court considered that fact as affecting or bearing upon the jurisdictional question involved. This question again came before the supreme court in the Nebraska case (Smyth v. Ames, 169 U. S. 466, 18 Sup. Ct. 418), which brought the railroad transportation commissioners, the state officers, into the United States court to test the validity of the rates established by the commissioners of that state. The question was again raised that the state, in effect, was a party. But the able lawyers concerned in the cause did not express faith enough in the proposition to present it in other than the most perfunctory way, and the court disposed of it as a question that had passed in rem judicatam. The court predicated jurisdiction on the ground of diverse citizenship, as well as the fact of a federal constitutional question being involved. Page 518, 169 U. S., and page 423, 18 Sup. Ct. The Nebraska statute, present before the court, as shown by the statement of facts (pages 475, 476, 169 U. S., and page 420, 18 Sup. Ct.), contains a similar provision for heavy fines, to the use of the state, for violation of the regulations established by the commissioners.

The question here involved is essentially a federal question (Oakley v. Goodnow, 118 U. S. 43, 6 Sup. Ct. 944), on which the decisions of the supreme court of the United States are controlling, and this court must follow them. When the petition for removal, with the record in the case, disclosed the facts which showed the right of removal, and the proper bond was filed in the state court, the cause stood practically removed, and the jurisdiction of the state court ceased at once. Railroad Co. v. Koontz, 104 U. S. 5. No order of the state court was necessary to effectuate the removal. Kern v. Huidekoper, 103 U. S. 485. After the state court refused to remove the cause, the defendant was authorized by the act of congress to obtain a certified copy of the record of the state court and docket the case in this court; and his subsequent appearance in the state court and in the supreme court in the action taken by him therein constituted no waiver of the act of removal, nor prejudiced his right to proceed in this court. Insurance Co. v. Dunn, 19 Wall. 214; Removal Cases, 100 U. S. 457; Kern v. Huidekoper, supra. Therefore all the proceedings taken by plaintiffs in the state court after the removal was effected were coram non judice and absolutely void, for the obvious and conclusive reason that the "controversy" between the parties was then removed into the United States court, there to remain until finally determined. Railroad Co. v. Fulton (Ohio Sup.) 53 N. E. 265; Cox v. Railroad Co., 68 Ga. 448. When a petition for

removal is filed in the state court, the only question left for that court to determine is one of law,-whether, admitting the facts stated in the petition to be true, it appears on the face of the record, including the petition, the pleadings, and proceedings to that date, that the petitioner is entitled to removal, "and, if an issue of fact is made upon the petition, that issue must be tried in the United States circuit court." Railway Co. v. Dunn, 122 U. S. 513, 7 Sup. Ct. 1262. It results that the motion to remand is overruled.

LAZARUS v. McDONALD et al.

(Circuit Court, W. D. Missouri, St. Joseph Division. June 22, 1899.) ATTORNEY AND CLIENT-AGREEMENT FOR LEGAL SERVICES.

Defendants' intestate was largely interested in certain corporations which became insolvent, and both he and the corporations made assignments for the benefit of their creditors. In this condition of affairs, the decedent made a written proposition to complainant, a lawyer, which was accepted, to secure his services in effecting a settlement and composition with creditors. Such proposition or contract embraced two essential features-First, decedent was to be relieved from personal liability on all the debts, individual and corporate; and, second, the exclusive right to any surplus of the assets then in the hands of the assignees "not needed in satisfaction of the claims against those assets should inure" to decedent. It further provided that, "upon a settlement with the creditors ** as above set forth, you are to receive a fee equal to twenty per cent. of the value of the estates * * * inuring to me as above." Held, that the formation of a corporation to which, with the assent of all the creditors, the assets in the hands of the assignees were transferred, and the acceptance by such creditors of notes of the corporation for their claims, on the basis of an agreed composition, with a further arrangement that on payment of all such notes the entire stock of the corporation should be transferred to decedent, did not entitle complainant to recover his fee, on the basis of the nominal excess of the assets of the corporation, as shown by its books, over its liabilities, at the time it was formed, but that the contract contemplated that both parties should share the risk of actually saving assets from the wreck, and complainant could not enforce his demand until the debts assumed had been actually paid, and then on the basis of the value of the assets remaining, and which "inured" to the decedent or his estate.

This was a suit in equity to establish the amount and to enforce collection of a contingent fee for legal services rendered under a written contract. Heard on exceptions to the report of a master. Frank Haggerman, Oliver M. Spencer, and Hall & Woodson, for complainant.

Brown & Dolman, for defendants.

ADAMS, District Judge. This is a suit to establish a demand against the estate of Dudley M. Steele, deceased, and to discover assets for application to its payment. After the issues were made up in this case, the same was referred to Alexander Martin, Esq., as special master, to hear the evidence and report his conclusions of law and fact to the court. The hearing having been fully had before the master, the case is now before this court on exceptions to *he report of the master filed hercin. It appears that on June 4,

1894, the mercantile firm of Steele & Walker (composed of Dudley M. Steele and Walker); and a corporation by the name of "Midland Coffee & Spice Company," in which Steele owned all the stock and for which he had incurred some obligations as indorser of its commercial paper; and Dudley M. Steele himself, who had a considerable estate, consisting of capital stock in a mercantile corporation known as "Steele-Smith Grocery Company," located at Omaha, Neb., some real estate, consisting of about 5,700 acres of lands in the state of Kansas, the building occupied by Steele & Walker, in St. Joseph, Mo., and some other unimportant pieces of land,-made their several general assignments, under the laws of the state of Missouri, for the benefit of their creditors. The cause of action sued on in this case arose out of an employment of complainant, who is a practicing lawyer in New Orleans, La., by Dudley M. Steele, in his lifetime, to perform certain legal services for him in the way of making a settlement with his creditors and extricating him from his financial difficulties. The contract of employment is found in a certain letter written by Steele to the complainant in the form of a proposition by Steele. It is as follows:

"Henry L. Lazarus, Attorney, New Orleans, La.-Dear Sir: After mature consideration, I have concluded to ask your services in an attempt to extricate the financial affairs of Steele & Walker and myself from their present condition. Whatever plan may be pursued, I shall and do require that I shall be relieved from my personal liability upon the debts of Dudley M. Steele and of Steele & Walker, including the indorsement by Steele & Walker and D. M. Steele for the Midland Coffee & Spice Co.; and, further, that the exclusive right to any surplus of the estates of Steele & Walker and D. M. Steele now in the hands of assignees, not needed in satisfaction of the claims against those estates, shall inure to me. If my services are desired after the composition is effected with the creditors of Steele & Walker and myself, I will, at a salary equal to any other business offer, give the business incident to the complete payment of the deferred portion of the indebtedness to be created my exclusive attention, and, pending negotiations for this settlement, I and my local counsel will render all necessary and appropriate assistance. I will, in any event, refund to you my proportion of all necessary traveling and contingent expenses incident to your coming to St. Joseph from New Orleans and the visiting of the various creditors. Upon a settlement with the creditors of D. M. Steele and Steele & Walker, as above set forth, you are to receive a fee equal to twenty per cent. of the value of the surplus of the estates of Steele & Walker and D. M. Steele inuring to me as above. If we do not readily agree upon the value of said surplus, it may be appraised by two appraisers, one chosen by each of us, and, in case of disagreement between the two we may select. they to select a third, and the three thus chosen, or a majority of them, to appraise said surplus, said appraisers to be all of St. Joseph and disinterested. One-quarter of the expenses and this compensation I shall expect you to take in the obligations of J. W. and S. A. Walker, in such form as you and they may agree upon, or in the sole obligations of J. W. Walker if S. A. Walker refuses to unite with him, and the remainder of this compensation I will provide for by allowing a reasonable time after this composition is effected and the remaining assets placed under my control. If you are unsuccessful in this attempt, my obligation under this proposition is limited to repayment to you of one-half your traveling and contingent expenses in attempting to effect the settlement.

"Very respectfully,

D. M. Steele."

On receipt of this letter, complainant duly accepted employment thereunder, and proceeded to performance.

The plan advised by complainant, pursuant to the suggestions found in said proposition, is expressed in a communication pre

pared by complainant, and addressed to D. M. Steele, Esq., to be signed by the creditors. This communication is as follows:

"St. Joseph, Mo., August 8th, 1894.

"Dudley M. Steele, Esq., St. Joseph, Mo.-Dear Sir: As creditors of the firm of Steele & Walker, D. M. Steele, and of the Midland Coffee Company, we submit for your consideration the following propositions, with a view to the adjustment of the indebtedness due by said parties: If a corporation shall be formed and organized with power to carry on the business of grocers and commission merchants, and with authority to acquire real estate and to dispose of the same, with a board of directors to consist of D. M. Steele, Milton Tootle, Jr., B. Weakley, Wm. B. Craig, and Chas. E. Jessopp, and said corporation organized at once, with D. M. Steele to be chosen as president. Milton Tootle, Jr., vice president, Wm. B. Craig, general manager, and Chas. E. Jessopp, treasurer and secretary, to serve for one year, or until successors or persons in substitution for them shall be selected. And if the corporation shall pass by-laws operating as a contract until the payment of the adjusted indebtedness, providing as follows: That the salaries of the officers shall be, president $5,000, general manager $3,000, secretary and treasurer $1,500, and not subject to change, except by alteration of the by-laws; and shall also pass by-laws providing that special meetings of the shareholders will be held at the place of business of the corporation in St. Joseph, Mo., and can he called at any time, on not less than twenty-four hours' notice, to be given by publication in a daily paper in St. Joseph, Mo., said notice naming the time for such meeting, signed by the holders of a majority of the stock of the corporation, and must be called by the secretary of the corporation by a like publication of a notice of not less than twenty-four hours, whenever he shall be directed so to do by letter or telegram addressed to him by the holders of a majority of the stock, or by the committee of creditors of said corporation hereinafter to be mentioned; and that the secretary shall give the notice for the time designated in such letter or telegram, provided the notice to be published be for not less than twenty-four hours; and, further provided, that at all meetings of shareholders each shareholder shall be entitled to one vote; that shareholders may vote by proxy, and that at all shareholders' meetings all votes shall be by shares only; and that at any such meetings the holder of a majority of the stock of the corporation may remove summarily any director or directors, officer or officers, employé or employés, of the company, and substitute other persons for them, and that the salaries of the removed parties shall instantly cease upon their removal; and that said bylaws, when adopted, shall only be subject to repeal or alteration by the vote of a majority of the stock of the corporation. And if the corporation shall, after its organization, execute and deliver into the hands of John S. Lemon, S. C. Woodson, and R. L. McDonald, a committee hereinafter mentioned, the promissory notes of said corporation, to the order of each of the creditors of Steele & Walker, D. M. Steele, and the Midland Coffee Company, referred to in the schedule hereto annexed as a part hereof, and any other claims of the parties mentioned in the schedule, or of others which the committee shall ascertain to be justly payable, upon the following basis of percentage of the debt of said creditors: On the paper of Steele & Walker, without other indorsement or security, fifty cents on the dollar; on the paper of Steele & Walker, with the indorsement of Dudley M. Steele, 70 cents on the dollar; on the merchandise accounts of Steele & Walker, thirty-seven and one-half cents on the dollar; on the obligations of the Midland Coffee Company indorsed by Steele & Walker, sixty-two and one-half cents on the dollar; on the obligations of the Midland Coffee Company indorsed by Steele & Walker and Dudley M. Steele, seventy-five cents on the dolllar; on the merchandise accounts of the Midland Coffee Company, thirty cents on the dollar,-the said obligations of the corporation to be made payable to the creditors, respectively, divided into equal amounts, payable at six, twelve, and eighteen months, with interest at 5 per cent. per annum, and dated on the day of delivery. And if the corporation shall, at the same time, place in the hands of said committee a contract duly executed, for the benefit of all the said creditors who shall zecept said notes and make the assignment to the corporation as hereinabove

stated, respectively, constituting a committee in behalf of said creditors of said corporation to supervise, direct, and control the corporate acts as hereinafter mentioned, and providing that said committee shall have authority to deliver said notes to each of said creditors upon the assignment to the corporation by said creditors or the committee herein provided for, respectively, of their claims against Steele & Walker, D. M. Steele, and the Midland Coffee & Spice Company, provided such assignment shall be made within ninety days after the delivery of the notes of said corporation; and if the assignments, respectively, are not made within said period, the notes that shall be applicable to said assignment shall be returned by the committee to said corporation to be canceled, it being distinctly understood that there is to be no assumption of interest or liability of said corporation for any of the debts or obligations of Steele & Walker, Dudley M. Steele, or the Midland Coffee Company. The necessary expenses of the committee shall be paid by the corporation. And said contract shall also provide that at least once every week the said corporation shall make a report to said committee, in form to be required by the committee, of all its receipts and disbursements, and of such other facts and accounts as the committee may desire. And that said committee shall approve orders for all goods purchased to replenish stock on the application of the president or general manager, and they may, at all times, apply all surplus funds of said corporation not necessary for the proper conduct of said business to the prepayment of said notes which shall have been accepted by the creditors, indorsing, or causing to be indorsed, such payments, with the time of the making thereof, on the back of the note on which the payments have been applied. And said contract shall further provide that said committee may, at any time, require that the president, or any officer or employé, shall be discharged, and any person or persons named by them substituted, and the board of directors shall be required to obey such direction given in writing within twenty-four hours after the same, and the salaries of such persons then shall cease; and that in like manner the said committee may, at any time, upon notice of twenty-four hours to the president of said corporation or its secretary or treasurer, require the business to be brought to an end, and thereupon it shall be at once brought to an end and wound up, under the supervision of the said committee, or any attorney or agent selected by them. And that any failure upon the part of said corporation to comply with any of said stipulations of said contract, and especially of the directions of said committee, shall be a ground for the appointment of a receiver or receivers, by a court of competent jurisdiction, to close the business of said corporation, and to apply the assets to the payment of the debts, and the receiver shall be named by said committee. And said contract shall further provide that said committee shall have authority, by an instrument of writing signed by them and for a limited period, to delegate to one or more other persons, in said instrument to be named, all or any part of their powers under said contract, and shall have power, at their discretion, to appoint or remove, or to appoint or reappoint, any person who they may select to act as an assistant manager in the establishment of said corporation, who shall render such services as he can in the conduct of its business, and shall have access, at all times, to all its books and papers, and shall receive a salary not to exceed one hundred and fifty dollars per month, to be paid to him by said corporation. That two members of the committee shall constitute a quorum for the transaction of the general business of said committee, and they may do all things and exercise all powers which the full committee could do or possess, save and except the removal of officers of said corporation or directing its liquidation, and that to do either of the things last named it shall require the consent of the entire committee. And if the corporation shall deliver to the committee the notes as mentioned, and shall cause all the capital stock of the company, with the exception of one share to each of the directors, to be placed in the name of some person, to be selected by the committee, on the books of the corporation, and said certificate to be indorsed and accompanied by irrevocable transfer in blank, and so delivered to the committee, and shall also cause to be delivered to the committee with the certificate the irrevocable powers or the proxies of the holders on said books to said committee, authorizing them, and each of them, to vote the stock at all stockholders' meetings, as long as