deed being executed, witnessed by myself and Chapman, from the fact that the room was very dark, owing to Mrs. Sammons having very sore eyes, and we had to raise the curtain for more light. There was not any other full-grown person there, unless Mr. Belote was there, about which I cannot state positively, than Mr. and Mrs. Sammons, Mr. Chapman and myself. A part of the deed which I witnessed was in print. It was an old-fashioned form of printed deed. Mr. Chapman brought the form from Mackinac or somewhere. He only had them here. I know the premises described in the bill in this cause, and Chapman was never in possession of them to my knowledge. I know Mr. Chapman's handwriting very well, and I remember particularly that the deeds witnessed by myself and Mr. Chapman and acknowledged before him were in his (Chapman's) handwriting, and that he drew both of them. I know one of the deeds then executed by Sammons and wife to Belote conveyed the premises in question and other property; cannot tell all of the other property." These witnesses are unimpeached and are to be presumed unimpeachable. Their testimony is conclusive as to Chapman's relation to the property. If there could be any doubt on the point, it is removed by the fact that for $25 he conveyed property about to be sold and which was sold by Baker to responsible parties for $8,000. This fact alone is decisive as to the character of the transaction with respect to both parties. No honest mind can contemplate for a moment the conduct of the attorney without the strongest sense of disapprobation. Chapman conveyed by a deed of quitolaim to the attorney's brother. The attorney procured the deed to be so made. It was the same thing in the view of the law as if it had been made to the attorney himself. Neither of them was in any sense a bona fide purchaser. No one taking a quitclaim deed can stand in that relation. May v. LeClaire, 11 Wall., 217 [78 U. S., XX., 50]. There are other obvious considerations which point to the same conclusion as a matter of fact. It is unnecessary to specify them, and we pre fer not to do so. The admissions of Chapman while he held the legal title, being contrary to his interest, are competent evidence against him and those claiming under him. He said the object of the conveyance to him was to protect the property against a creditor of Sammons. If such were the fact, the deed was declared void by the Statute of Michigan against fraudulent convey. ances, 2 Comp. L., of Mich., 146; and it was made so by the common law. The aid of the statute was not necessary to this result. Clements v. Moore, 6 Wall., 299 [73 U. S., XVIII., 786]. Nothing, therefore, passed by the deed to Chapman's grantee. Chapman's connection with the deed from Sammons to Belote would bar him, if living from setting up any claim at law or in equity to the premises. The facts make a complete case of estoppel in pais. This subject was fully examined in Dickerson v. Colgrove, not yet reported [ante, 618]. We need not go over the same ground again. See, also, Cincinnati v. White, 6 Pet., 431; Doe v. Rosser, 3 East., 15; and Brown v. Wheeler, 17 Conn., 353. If Chapman had nothing to convey, his grantee could take nothing by the deed. The latter is in exactly the situation the former would occupy if he were living and were a party to this litigation. The estoppel was conclusive in favor of Belote and those claiming under him, and this complainant has a right to insist upon it. But there is another and a higher ground upon which our judgment may be rested. The relation of client and counsel subsisted between the attorney and Baker. The employment to draw the contract with Hurd & Smith was not a solitary instance of professional service which the latter was called upon to render to the former. The bills of the attorney found in the record show the duration of the connection and the extent and variety of the items charged and paid for. They indicate a continuous understanding and consequent employment. Undoubtedly, either party had the right to terminate the connection at any time; and if it were done, the other would have had no right to complain. But, until this occurred, the confidence manifested by the client gave him the right to expect a corresponding return of zeal, diligence and good faith on the part of the attorney. The employment to draw the contract was sufficient alone to put the parties in this relation to each other. Galbraith v. Elder, 8 Watts, 81; Smith v. Brotherline, 62 Pa., 461. But whether the relation subsisted previously or was created only for the purpose of the particular transaction in question, it carried with it the same consequences. Williamson v. Moriarty, 19 Week. Rep., 818. It is the duty of an attorney to advise the client promptly whenever he has any information to give which it is important the client should receive. Hoopes v. Burnett, 26 Miss., 428; Jett v. Hempstead, 25 Ark., 462; Fox v. Cooper, 2 Q. B., 827, 937; [See, S. C., 6 Jur., 128]. In Taylor v. Blacklow, 3 Bing. (N. C.), 235, an attorney,employed to raise money on a mortgage, learned the existence of certain defects in his client's title and disclosed them to another person. As a consequence his client was subjected to litigation and otherwise injured. It was held that an action would lie against the attorney and that the client was entitled to recover. In Com. Dig., tit. "Action Upon the Case for a Deceit, A, 5," it is said that such an action lies "If a man, being intrusted in his profession, deceive him who intrusted him; as if a man retained of counsel became afterwards of counsel with the other party in the same cause, or discover evidence or secrets of the cause. So if an attorney act deceptive to the prejudice of his client, as if by collusion with the demandant he make default in a real action whereby the land is lost." It has been held that if counsel be retained to defend a particular title to real estate he can never thereafter, unless his client consent, buy the opposing title without holding it in trust for those then having the title he was employed to sustain. Henry v. Raiman, 25 Pa., 354. Without expressing any opinion as to the soundness of this case with respect to the extent to which the principle of trusteeship is asserted, it may be laid down as a general rule that an attorney | on the high plane it ought to occupy. Its charcan, in no case, without the client's consent, acter depends upon the conduct of its members. buy and hold otherwise than in trust, any ad They are officers of the law, as well as the verse title or interest touching the thing to which agents of those by whom they are employed. his employment relates. He cannot in such a Their fidelity is guarantied by the highest conway put himself in an adversary position with siderations of honor and good faith, and to these out this result. The cases to this effect are very is superadded the sanction of an oath. The numerous and they are all in harmony. We re slightest divergence from rectitude involves the fer to a few of them. Smith v. Brotherline, 62 breach of all these obligations. None are more Pa., 461; Davis v. Smith, 43 Vt., 269; Wheeler honored or more deserving than those of the v. Willard, 44 Vt., 641: Giddings v. Eastman, brotherhood who, uniting ability with integ 5 Paige, 561; Moore v. Bracken, 27 Ill., 23; Har-rity, prove faithful to their trusts and worthy per v. Perry, 28 Wis.,57; Hockenbury v. Carlisle, 5 Watts & S., 348; Hobday v. Peters, 6 Jur. (N. S.), pt. 1, 1.794; Jett v. Hempstead, 25 Ark., 462; Case v. Carroll, 35 N. Y., 385; Lewis v. Hillman, 3 H. L. Cas., 607. The same principle is applied in cases other than those of attorney and client. Where there are several joint lessees and one of them procures a renewal of the lease to him self; the renewal inures equally to the benefit of all the original lessees. Burrell v. Bull, 3 Sandf. Ch., 15. Where there are two joint devisees and one of them buys up a paramount outstanding title, he holds it in trust for the other to the extent of his interest in the property, the cestui que trust refunding his proportion of the purchase money. Van Horne v. Fonda, 5 Johns. Ch., 388. Where a surety takes up the obligation of himself and principal, he can enforce it only to the extent of what he paid and interest. Reed v. Norris, 2 Myl. & C., 361. Where a lessee had made valuable improve. ments pursuant to the requirements of his lease, and procured an adverse title intending to hold the premises in his own right, it was held that he was a trustee and entitled only to be paid what the title cost him. Cleavinger v. Reimar, 3 Watts & S., 486. The case in hand is peculiarly a fit one for the application of the principle we have been considering. It is always dangerous for counsel to undertake to act, in regard to the same thing, for parties whose interests are diverse. Such a case requires care and circumspection on his part. Here there could be no objection, there being no apparent conflict of interests, but upon discovering that the title was imperfect it was the duty of the attorney promptly to report the result to Baker as well as to Hurd & Smith, and to advise with the former, if it were desired, as to the best mode of curing the defect. Instead of doing this, he carefully concealed the facts from Baker, gave Hurd & Smith the choice of buying and, upon their declining, bought the property for himself, and has since been engaged in a bitter litigation to wrest it from Baker. For his lapse at the outset there might be some excuse, but for his conduct sub. sequently there can be none. Both are condemned, alike by sound ethics and the law. They are the same upon the subject. Actual fraud in such cases is not necessary to give the client a right to redress. A breach of duty is "constructive fraud," and is sufficient. Story, Eq. Jur., secs. 258, 311. The legal profession is found wherever Christian civilization exists. Without it, society could not well go on. But, like all other great instrumentalities, it may be potent for evil as well as for good. Hence the importance of keeping it of the confidence reposed in them. Courts of justice can best serve both the public and the profession by applying firmly upon all proper occasions the salutary rules which have been established for their government in doing the business of their clients. We shall discharge that duty in this instance by reversing the decree of the Circuit Court and remanding the case, with directions to enter a decree whereby it shall be required that the complainant, Baker, deposit in the clerk's office for the use of the defendant, George P. Humphrey, the sum of $25, and that Humphrey thereupon convey to Baker the premises described in the bill, and that the deed contain a covenant against the grantor's own acts and against the demands of all other persons claiming under him; and it is so ordered. Cited-103 U. S., 736. WESTERN UNION RAILROAD COM- D. UNITED STATES. (See S. C., 11 Otto, 543-550.) Claims of credit in suits by Government-taz on railroads―implied contract—tax on interest. 1. In suits brought by the United States against individuals, no claim for a credit shall be admitted upon trial, unless it has been presented to the ac counting officers of the Treasury, and by them disallowed. 2. A railroad company is liable to the tax of two and a half per cent on the amount received by it for the transportation of mails between July 1, 1866, and Jan. I, 1870. 3. Although no express contract for carrying the mails was proven, such contract will be presumed. 4. Taxes are payable by such company on interof five per cent. est falling due on its bonds Aug. 1, 1870, at the rate 5. Such company is not liable to a tax on interest due and paid on its bonded debt Feb. 1, 1872. [No. 287.] Argued Apr. 29, 1880. Decided May 10, 1880. States for the Eastern District of Wisconsin. This action was brought in the court below, by the United States, to recover certain internal revenue taxes, alleged to have accrued from Aug. 1, 1862, to Dec. 31, 1871. The Circuit Judge made the following findings: 'N ERROR to the Circuit Court of the United That the gross receipts of the said defendant, for passengers, from and after Aug. 1, 1862, until July 1, 1864, amounted to the sum of $190,862.68, and that the said plaintiff was entitled to a tax of 3 per cent thereon, amounting to the sum of $5,725.91; That the entire gross receipts of said Company, from and after July 1, 1864, until Aug. 1, 1866, amounted to the sum of $1,427,685.36, and that said plaintiff was entitled to a tax thereon of 2 per cent, amounting to the sum of $35,692.13; That the gross receipts of said defendant from the fares of passengers from Aug. 1, 1866, until Jan. 1,1870, amounted to the sum of $544,094.98, and that the gross receipts for transportation of the mails during the same time amounted to the sum of $61,676.61, together making the sum of $605,770.09; That there was no evidence that said mail was carried upon a contract dated prior to Aug. 1, 1866, or upon any express contract; but from the fact that it was carried and compensation paid therefor, it is found that there was an implied contract, and therefore that said plaintiff was entitled to a tax of 24 per cent upon said sum of $605,770.09, amounting to $15,144.20; That, on or after Aug. 1, 1870, said defendant paid $61,495, interest on its bonded debt, which became payable Aug. 1, 1870, and that the plaintiff was entitled to a tax of 5 per cent on that amount, amounting to the sum of $3,074.75; That, on or after Feb. 1, 1871, said defendant paid $53,767.65 interest on its bonded debt which became payable Feb. 1, 1871, upon which amount the plaintiff was entitled to a tax of 24 per cent, amounting to the sum of $1,344.19; That, on or after Aug. 1, 1871, the said defendant paid $52,929.37 interest upon its bonded debt, which became payable on said Aug. 1, 1871, upon which amount the plaintiff was entitled to a tax of $1,323.23. And that, on or after Feb. 1, 1872, the said defendant paid $52,423.71 interest on its bonded debt, which became payable Feb. 1, 1872; and that said plaintiff was entitled to a tax on five sixths thereof, being the sum of $43,686.83, the tax thereon being $1,092.16; That said taxes amount in all to the sum of $63,396.62; that said defendant has paid thereon the sum of $58,832.23, leaving a balance due the plaintiff of $4,564.39, and that the said plaintiff is entitled to interest on said last amount, from Mar. 1, 1872, at 6 per cent, being the sum of $1,369.31, making together the sum of $5,933.70, for which said plaintiff is entitled to judgment in this action. And it is further found that said defendant made no net earning subject to tax in this suit, and that no interest was paid upon any of its bonds or the bonds of the Northern Illinois Railroad Company, except the sum of $2.360.62 prior to the year 1870, and that no tax became due or payable on account of such interest, except on the said sum of $2,360.62, but that $3,866.66 was paid to the plaintiff as a tax on account of such interest Nov. 7, 1865, by the Northern Illinois Railroad Company; that said last named company was, Jan. 1, 1866, consolidated with and became a part of defendant Company; and that said defendant Company became its successor and possessed of all its rights, interests, privileges and franchises, and subject to its liabilities; but that said defendant is not entitled to have the said sum of $3,866,66, nor any part thereof, allowed as a set-off against the claim of the plaintiff in this action. Therefore, judgment is directed in favor of the plaintiff and against the defendant in this action, for the sum of $5,933.70. Mr. John W. Cary, for plaintiff in error, made the following assignment of errors: 1. The court erred in refusing to allow the sum of $3,866.66 paid Nov. 7, 1865, by the Northern Illinois Railroad Company, to be credited to the account of the defendant. 2. The court erred in ruling and deciding that a tax of 23 per cent was due the plaintiff on the sum of $61,676.61, received by the defendant for transportation of the mails from July 1, 1866, to Jan. 1, 1870. 3. The court erred in ruling that a tax of five per cent was due plaintiff upon the amount of $61,495 of interest, paid on the bonds of the Company on or after Aug. 1, 1870. 4. The court erred in admitting evidence to show that the sum of $52,423.71 became due and payable for interest on the bonds of the defendant, Feb. 1, 1872, and that the same was paid. 5. The court erred in ruling and deciding that a tax of 24 per cent was due the plaintiff on five sixths of the amount of interest paid on its bonded debt Feb. 1, 1872. Mr. S. F. Phillips, Solicitor-Gen., for defendant in error. Mr. Chief Justice Waite delivered the opinion of the court: The different assignments of error in this case will be considered in their order. 1. As to the claim for a credit of $3,866.66 on account of taxes erroneously assessed and collected, November 7, 1865. 66 Section 951 of the Revised Statutes provides that In suits brought by the United States against individuals, no claim for a credit shall be admitted upon trial, except such as appear to have been presented to the accounting officers of the Treasury, for their examination, and to have been by them disallowed in whole or in part," save under certain circumstances not material to this case. Section 3220 of the Revised Statutes authorizes the Commissioner of Internal Revenue, On appeal to him made, to remit, refund and pay back all taxes that appear to be unjustly assessed, or excessive in amount, or in any manner wrongfully collected." 46 * * * It does not appear that this claim was ever presented to the accounting officers of the Treasury for allowance, on appeal or otherwise, or that it has ever been disallowed. For this reason, notwithstanding its apparent equity, the credit was properly refused in this suit. Halli burton v. U. S., 13 Wall., 63 [80 U. S., XX., 533]; U. S. v. Giles, 9 Cranch, 212. 2. As to the tax of two and one half per cent on the amount received for the transportation of mails between July 1, 1866, and January 1, 1870: By the Act of July 13, 1866, 14 Stat. at L., 135, sec. 103 of the Act of 1864 as amended, 'Every * corporation owning any railroad * * * engaged or employed in * * transporting the mails of the United States upon contracts made prior to August 1, 1866, shall be subject to and pay a tax of two and one half per cent of the gross receipts" from such service. No express contract for carrying the mails was proven, but since the service for which the compensation was paid began before August 1, and was continued without interruption for the whole term in question, the court below implied a contract prior to that time. This, we think, was right. Had payment been refused and suit brought against the United States in the Court of Claims, to recover for the service rendered, there could be no doubt about the right to recover, notwithstanding the jurisdiction of that court is confined to suits on contracts, Salomon v. U. S., 19 Wall., 17 [86 U. S., XXII., 46]; and this not alone because the service had been rendered, but because it is to be presumed that when the Company commenced the transportation it had been agreed that payment should be made for what was done. 3. As to whether taxes are payable on interest falling due August 1, 1870, at the rate of five per cent or two and one half per cent. The ruling of the court below on this point was in accordance with our decisions in Stockdale v. Ins. Co., 20 Wall., 323 [87 U. S., XXII., 348], and R. R. Co. v. Rose, 95 U.S., 78 [XXIV., 376]. 4. As to the tax on interest due and payable February 1, 1872. The Act of 1870, 16 Stat. at L., 260, sec. 15, provided "That there shall be levied and collected for and during the year 1871 a tax of two Submitted Jan. 23, 1880. Decided May 10, 1880. APPEAL from the Circuit Court of the United and one half per centum on the amount of all States for the District of New Jersey. interest or coupons paid on bonds or other evi This action was brought in the court bedences of debt issued and payable in one or more low by the appellees, for the purpose of hav years after date, by any" railroad company, ing certain bonds issued by the Board of Chosand on the amount of all dividends of earn- en Freeholders of the County of Hudson, N. ings, income or gains hereafter declared," J., delivered up and canceled, and for the pur"whenever and wherever the same shall be pay-pose of having the said Board reconvey to able," "and on all undivided profits *Crampton, the appellant, certain lands and which have accrued and been earned and added premises which had been purchased by the to any surplus, contingent or other fund." Board from Crampton, and paid for by the issue of the bonds in question. * * The interest in this case was neither payable nor paid in 1871, and as the tax is not leviable or collectible until the interest is payable, we see no way in which the Company can be charged on this account. The tax is not on the interest as it accrues, but when it is paid. No provision is made for a pro rata distribution of the burden over the time the interest is accumulating, and as the tax can only be levied for and during the year 1871, we think, if the interest is in good faith not payable in that year, the tax is not de mandable, either in whole or in part. There is no question here of earnings, for the finding is not as to what was earned by the Company during the year 1871, but as to what was paid in 1872 on account of interest then for the first time falling due. We are aware that at the present Term we held, in R. R. Co. v. Collector [ante, 647], that the tax levied under the Act now in question was essentially a tax on the business of the corporation, and that in order to secure its payment it was laid on the subjects to which the earnings were to be applied in the usual course of business; but as this tax could not be levied until 1872, and there is no finding of any earnings in 1871, we see nothing to be taxed under that rule. In Barnes v. R. R. Co., 17 Wall., 309 [84 U. S., XXI., 548], it appeared expressly that the dividends were declared out of the earnings of 1869. It follows that, to the extent of $1,092.16 and the interest thereon, the judgment below was The issue of the bonds was claimed by the complainants, now appellees, to be void as contrary to section 5 of the Act of the New Jersey Legislature of February 26, 1874; and also to an Act of February 7, 1876. Section 5, of the Act of 1874, is as follows: "And be it enacted, That the expenditures of the Board of Chosen Freeholders in any fiscal year shall not exceed the amount raised by tax for said year, unless by the spread of an epidemic or contagious disease, a greater expenditure shall be required for the protection of the public health, and the Board may fix the amount to be raised by tax for county purposes at any meeting of said Board held prior to July 15, in any year." The Act of 1876 is as follows: Be it enacted, by the Senate and General Assembly of the State of New Jersey, that if any Board of chosen freeholders, or any township committee, or any Board of aldermen or common councilmen, or any Board of education or any Board of commissioners of any county, township, city, town or borough, in this State, or any committee or member of such Board or Commission, shall disburse, order or vote for the disbursement of public moneys in excess of the appropriation respectively to any such Board or Committee, or shall incur obligations in excess of the appropriation and limit of expenditure provided by law for the purposes tion that they should be paid out of the amount appropriated and limited for the next fiscal year. By the law then in force, the fiscal year commenced on the first day of December of each year, and the expenditures of the Board were restricted to the amount raised by tax for that year, unless by the spread of an epidemic or a conta respectively of any such Board or Committee, the members thereof and each member thereof thus disbursing, ordering or voting for the disbursement or expenditure of public moneys, or thus incurring obligations in excess of the amount appropriated and limit of expenditure, as now or hereafter appropriated and limited by law, shall be severally deemed guilty of malfea-gious disease a greater expenditure should be resance in office, and on being thereof convicted shall be punished by fine not exceeding $1,000, or imprisonment at hard labor for a term not exceeding three years, or both, at the discretion of the court.' The facts are further stated in the opinion of the court. See, also, Seidler v. Hudson, 39 N. J. L., 632. Messrs. Frederick T. Frelinghuysen, F. W. Hackett and Joseph D. Bedle, for the appellant: The Act of 1874 is only an Act to regulate the actual expenditures of money within the fiscal year, and is not intended to operate upon the validity of the contract. The Act may operate upon the members of the Board, but not upon those who sell property to the county. See, Weston v. Syracuse, 17 N.Y., 110; Memphis v. Brown, 20 Wall., 289 (87 U. S., XXII., 264); Hitchcock v. Galveston, 96 U. S., 341 (XXIV., 659). The Act of 1876 must receive a strict construction. Its object was only to reach the members of certain Boards and Committees, and not to disturb disbursements made or obligations incurred. It was not intended to make the contract void. The Legislature may well shape its enactments so as to permit justice in the contract to be done, while the public official may be punished. quired; and the amount to be raised was to be determined at a meeting of the Board to be held prior to July 15th of each year. Some of the resident tax payers were dissatisfied with this issue of bonds without making definite provision for their payment by taxation, and accordingly obtained from the Supreme Court of the State a writ of certiorari to review the proceedings of the Board. The court adjudged the proceedings invalid, and set the same aside. It does not appear that any attention was paid either by the Board or Crampton, to this judgment. The Board did not reconvey or offer to reconvey the land to Crampton; nor did the latter return or offer to return to the Board the bonds received by him. But, on the contrary, Crampton commenced an action in the Circuit Court of the United States to enforce their payment. The present suit, therefore, is brought by other tax payers of the county to compel the Board to reconvey the land and Crampton to return the bonds, and to enjoin the prosecution of the action to enforce their payment. The facts here stated are not contradicted; they are substantially admitted; and upon them the court below very properly rendered a de cree for the complainants. Indeed, upon the simple statement of the case, it would seem that there ought to be no question as to the inSee, Harris v. Runnels, 12 How., 83; Mowing validity of the proceedings of the Board. The & Reaping Co. v. Caldwell, Ind. Sup. Ct., 16 object of the Statute of New Jersey defining and Am. Law Reg., 555, note; Pangborn v. West-limiting its powers would be defeated if a debt lake, 36 Ia., 546; Lester v. Howard Bank, 33 Md., 558; Vining v. Bricker, 14 Ohio St., 331. Messrs. Peter Bentley and J. H. Lippincott, for appellees. Mr. Justice Field delivered the opinion of the court: could be contracted without present provision for its payment in advance of a tax levy, upon a simple declaration that out of the amount to be raised in a future fiscal year it should be paid. The law, in terms, limits the expenditures of the Board, with a single exception, to the amount to be raised by taxation actually levied, not by promised taxation in the future. And, as if this limitation was not sufficient, it makes it a misdemeanor in any member of the Board to incur obligations in excess of the amount thus provided. It would be difficult to express in a more emphatic way the will of the Legislature that the Board should not incur for the county any obligations beyond its income previously provided by taxation; in other words, that the expenses of the county should be based upon and never exceed moneys in its treasury, or taxes already levied and payable there. On the 14th of December, 1876, the Board of Chosen Freeholders of the County of Hudson, in New Jersey, passed a resolution to purchase of the defendant, Crampton, certain real prop erty in Jersey City, upon which to erect a court house and other buildings for the county, at the price of $2,000 for every 2,500 square feet, the price at which he had previously offered to sell the same, and to issue to him in payment thereof bonds of the county, payable out of the amount appropriated and limited for the expenses of the next fiscal year, the bonds to run for one year and to draw interest at the rate of Of the right of resident tax payers to invoke seven per cent per annum. The bonds were to the interposition of a court of equity to prebe signed by the director at large and the col- vent an illegal disposition of the moneys of lector of the county, and to be issued under its the county or the illegal creation of a debt seal. On the 18th of December, Crampton ex- which they in common with other property ecuted and delivered to the Board a conveyance holders of the county may otherwise be comof the property, which was accepted and repelled to pay, there is at this day no serious quescorded in the office of the register of deeds; tion. The right has been recognized by the state and thereupon three bonds were executed and courts in numerous cases; and from the nature delivered to him, two of which were for the of the powers exercised by municipal corporasum of $75,000, and one was for $75,720. No tions, the great danger of their abuse and the provision was made by the Board for the pay- necessity of prompt action to prevent irremediment of the bonds beyond the general declara-able injuries, it would seem eminently proper |