6 a decision is made, it shall provide for all the rights which different persons have in the matters decided. For a court of equity in all cases delights to do complete justice, and not by halves; 5 to put an end to litigation, and to give decrees of such a nature that the performance of them may be perfectly safe to all who obey them interest reipublicæ ut sit finis litium. In this respect there is a manifest distinction between the practice of a court of law and that of a court of equity. A court of law decides some one individual question which is brought before it; a court of equity not merely makes a decision to that extent, but also arranges all the rights which the decision immediately affects." Thus, when a person who is charged with the payment of a sum of money is surety to another, the principal must be joined as defendant to the bill; as in the case of a suit against an heir for the performance of a covenant by his ancestor which binds him as well as the ancestor's personal estate, when the personal representative must also be joined. For "the court of equity in all cases delights to do complete justice, and not by halves: as, first to decree the heir to perform this covenant, and then to put the heir upon another bill against the executor to reimburse himself out of the personal assets, which, for aught appears to the contrary, may be more than sufficient to answer the covenant; and when the executor and heir are both brought before the court, complete justice may be done by decreeing the executor to perform this covenant as far as the personal assets will extend, the rest to be made good by the heir out of the real assets. And here appears no difficulty or inconvenience in bringing the executor before the court. On the contrary, it would prevent a multiplicity of suits, which a court of equity ought to do."7 The equity rules now provide: "All persons having an interest in the subject of the action and in obtaining the relief demanded may join as plaintiffs, and any person may be made a defendant who has or claims an interest adverse to the plaintiff. Any person may at any time be made a party if his presence is necessary or proper to a complete determination of the cause. 5 Knight v. Knight, 3 P. Wms. 333. 6 Calvert pp. 2, 3. on Parties (24. ed.), 7 Lord Chancellor Talbot in Knight v. Knight, 3 P. Wms. 331, 334. Persons having a united interest must be joined on the same side as plaintiffs or defendants, but when any one refuses to join, he may for such reason be made a defendant." 8 Where a contract is joint, all the obligees of the obligation sought to be enforced must be joined as plaintiffs, but when the residence of one of them would defeat the jurisdiction all the obligors need not be joined as defendants.1 When a suit might have been brought by either a corporation or the owner of its stock alone, it was held that the defendant could not complain because both were joined as complainants.11 10 § 111. Parties with no interest in the subject-matter of the suit. As a general rule, no person can be made a party against whom, if brought to a hearing, the plaintiff can have no decree.1 The clerk of a court is not a proper party to a suit to enjoin the enforcement of a judgment entered in his office. The English practice allowed strangers in certain cases to be made parties for the sake of discovery, and even in order to mulet them with costs. In a suit against a corporation, its officers, book-keeper, or members might be made parties for the sake of discovery concerning matters which had come to their knowledge while transacting the business of the corporation; but not, it seems to obtain discovery of such as they knew only through their participation in its formation. It is held in the Federal courts that when an answer under oath is waived, it is improper to make the officers of a corporation parties to a suit against it, if no relief is asked against them; and a demurrer by them to 8 Eq. Rule 37. 9 Himes v. Schmehl, C. C. A., 257 Fed. 69. 10 Camp v. Gress, 250 U. S. 308. 11 Bellevue Mills Co. v. Baltimore Trust Co., 214 Fed. 817, aff'd C. C. A., 223 Fed. 753. See infra, § 140. § 111. 1 Wych V. Meal, 3 P. Wms. 310, 311, note; Dan. Ch. Pr. (2d Am. ed. 342.) 2 Buckley v. U. S., 196 Fed. 429; Wm. A. Rogers v. Nichols, C. C. A., 124 Fed. 415. 3 Wych v. Meal, 3 P. Wms. 310, Anon., 1 Vern. 117; Fenton V. Hughes, 7 Ves. 289; Glyn v. Soares, 1 Y. & C. 644; Many v. Beekman Iron Co., 9 Paige (N. Y.) 189; 4 McComb v. Chicago, St. L. & N. O. R. Co., 7 Fed. 426. such a bill making them parties defendant was sustained.5 Officers of corporations, who have taken no part in an unlawful contract that it has made, are not proper parties to a suit for an injunction against its enforcement.6 It has been held that cfficers of a corporation, who have committed no acts of infringement except in their official capacity, cannot properly be made defendants to a suit to enjoin the infringement of a patent,7 or trademark, unless the corporation is insolvent; or unless the officers took an active part in the infringement or directed the same 10 or in the formation of the corporation to continue infringements made by themselves in their individual capacity; or under other special circumstances.12 Where an officer of a corporation has actively participated in an infringement 13 11 5 Colonial & U. S. Mtg. Co. Ltd., v. Hutchinson Mtg. Co., 44 Fed. 219; Matthews & W. Mfg. Co. v. Trenton L. Co., 73 Fed. 212. See Boston W. H. Co. v. Star Rubber Co., 40 Fed. 167. 6 U. S. v. Standard Sanitary Mfg. Co., 191 Fed. 172. 7 Loomis-Manning Filter Co. V. Manhattan Filter Co., 117 Fed. 325; Farmers' Mfg. Co. v. Spruks Mfg. Co., 119 Fed. 594; Greene v. Buckley, 120 Fed. 955; National Casket Co. v. Stolts, C. C. A., 135 Fed. 534 (a suit against the agent of a joint stock association); Glucose Sugar Refining Co. v. St. Louis, S. & P. Co., 135 Fed. 540; Weston El. Instrument Co. v. Empire Electrical Instrument Co., C. C. A., 177 Fed. 1006; Steber Mach. Co. v. Random Knitting Co., 217 Fed. 796. See Wm. A. Rogers v. Nichols, C. C. A., 224 Fed. 415; Reis v. Rosenfeld, 204 Fed. 282. Contra, Peters v. Union Biscuit Co., 120 Fed. 679, 685. See Saxlehner v. Eisner, C. C. A., 147 Fed. 189; s. c., 140 Fed. 938. 8 Vassar College v. Loose Wiles Biscuit Co., 197 Fed. 982; Wm. A. Rogers v. Nichols, C. C. A., 224 Fed. 415. 9 9 Saxlehner v. Eisner, 140 Fed. 938. 10 Where an officer of a corporation was joined with it as defendant to a suit for the infringement, it was held that he was not liable to account for profits realized by the corporation alone. McSherry Mfg. Co. v. Dowagiac Mfg. Co., C. C. A., 160 Fed. 948; Hitchcock v. Am. Plate Glass Co., C. C. A., 259 Fed. 948. But that such an officer was liable for such proceeds as he had received from the infringement by dividends, salary, payment for his time, or in any other way. Hitchcock v. Am. Plate Glass Co., C. C. A., 259 Fed. 948, 955. See § 389f. 11 Wm. G. Rogers Co. v. International Silver Co., C. C. A., 118 Fed. 133; Simplex El. Heating Co. v. Leonard, 147 Fed. 744. 12 Westinghouse El. & Mfg. Co. v. Mutual Life Ins. Co., 129 Fed. 213; Simplex El. Heating Co. v. Leonard, 147 Fed. 744; Weston El. Instrument Co. v. Empire Electrical Instrument Co., C. C. A., 177 Fed 1006. 13 Eddy et al. v. Kramer et al., 247 Fed. 962; Steber Mach. Co. 19 cr other tort,14 or the violation of a contract by the corporation, 16 he may be joined with the latter in an action by the party injured. Where fraud or ultra vires is charged against them, the officers, directors and attorneys, of a corporation, are proper,17 but not indispensable parties.18 Stockholders who have not taken part in the transactions of which complaint is made are improper parties defendant to a suit for an injunction; not even, it has been held, in a stockholders' suit,20 nor in the case of a corporation holding a majority of the stock of another corporation, which has taken part in an infringement; 21 but they may be joined when they have organized the corporation with a small capital for the purpose of the infringement.22 A party, with whom a corporation has contracted, to make the article which is charged to be an infringement of a patent, and another corporation, with whom he has contracted to have the same made, are properly joined as parties defendant to an infringement suit.23 Community of officers, directors, and stock v. Random Knitting Co. et al., 217 Fed. 796. A surety company which, in aid of an infringing paving contractor, executed a bond to indemnify the city which employed him against liability for infringement thereby became a party to the infringement and jointly liable for the consequences. Saxlehner V. Eisner, 140 Fed. 938. See Am. Bank Protection Co. v. El. Protection Co., 181 Fed. 350. 14 Board of Trade v. Price et al., C C. A., 213 Fed. 336; Favorite v. Cottrill, 6 Mo. App. 119; Peck v. Cooper, 112 Ill. 192, 54 Am. Rep. 231; Cameron v. K.-C. Com. Co., 22 Montana 312. 16 United Cigarette Mach. Co. v. Winston C. Mach. Co., C. C. A., 194 Fed. 947. 17 Geer V. Mathieson Alkali Works, 190 U. S. 428, 436, 47 L. ed. 1122, 1126; Ervin v. Oregon Ry. & Nav. Co., 27 Fed. 625; Jones v. Missouri-Edison Electric Co., C. C. A., 144 Fed. 765; United Cigarette Mach. Co. v. Winston, C. Mach. Co., 18 Sidway v. Missouri Ld. & L. S. Co., 116 Fed. 381; Geer v. Mathieson Alkali Works, 190 U. S. 428, 436, 47 L. ed. 1122, 1126; Hatch v. Chicago, Rock Island & Pac. R. R. Co., 6 Blatchf. 105, 114. 19 Westinghouse El. & Mfg. Co. v. Allis-Chalmers Co., 168 Fed. 91; Johns Pratt Co. v. Sachs Co., C. C. A., 175 Fed. 70. 20 McCrea V. McClenahan, 114 App. Div. (N. Y.), 70. 21 Westinghouse El. & Mfg. Co. v. Allis-Chalmers Co., 168 Fed. 91. 22 Crown Cork & Seal Co. v. Brook-: lyn Bottle Stopper Co., 172 Fed. 225; s. c., 190 Fed. 323. owners is not sufficient in the absence of other evidence to render one corporation liable for acts of infringement committed by another on the premises occupied by both.24 The State Attorney General and the County Prosecutor are proper parties defendant to a suit to enjoin the enforcement of a State statute, the violation of which is declared a criminal offence.25 A party cannot be made defendant to a suit because he has contributed to the defense of the same.26 Agents to sell, auctioneers, arbitrators, and attorneys, could, under the former practice, be made defendants for the purpose of discovery in any suits against their principals concerning transactions, with which they were connected; 27 but it is now held, that this cannot usually be done where their principals are peculiarly responsible.28 And in a few cases of fraud it has been held that persons implicated in the fraud might be made parties merely to make them liable for costs.29 The obligor of an agreement to loan a mortgagor the difference between its earnings and its operating expenses and mortgage interest, and to pay the mortgagee such balance as might be due for interest and sinking fund, when the mortgage covered the mortgagor's rights under this contract but did not authorize a sale of such rights, was held not to be a necessary or proper party to a foreclosure suit and the court refused to order that it be brought in.30 An Indian agent is a proper, although not an indispensable party, to a suit to determine rights under leases of Indian lands.31 24 Union Sulphur Co. v. Freeport Texas Co., 251 Fed. 634. 25 Little v. Tanner, 208 Fed. 605. 26 Parsons Non-Skid Co. v. E. J. Willis Co., 176 Fed. 176. 27 Fenton v. Hughes, 7 Ves. 288, 289; Dummer v. Corporation of Chippenham, 14 Ves. 252; Bowles v. Stewart, 1 Scho. & Lefr. 209; Brady v. McCorker, 1 N. Y. 214; S. c., 1 Barb. Ch. 343. 28 Seiferd v. Mulligan, 36 App. Div. (N. Y.) 33; Bowles v. Stewart, 1 Scho. & Lef. 209. 29 Texas Co. v. Central Fuel Oil Co., C. C. A., 194 Fed. 1; Taylour v. 30 Ex parte Equitable Trust Co., C. C. A., 231 Fed. 573. 31 Texas Co. v. Central Fuel Oil Co., C. C. A., 194 Fed. 1. |