In Error to the Circuit Court of the United States for the Southern District of California.

The plaintiff in error, a corporation organized under the laws of Wyoming, brought an action for damages against the defendant in error, and in its complaint alleged that prior to November 8, 1894, the defendant in error was an incorporator of a corporation known as the San Fernando Mining Company; that on that date said corporation sold to the San Fernando Copper Mining & Smelting Company, a corporation of the state of Colorado, hereinafter designated as the “Smelting Company,” all of its interests in the San Fernando copper mines, situate in Lower California, republic of Mexico, and that on said date the defendant in error became also an incorporator of said last-named company; that the objects and purposes of said smelting company were to acquire by purchase all the property of the San Fernando mine, as well as to carry on a general mining business in Lower California, and to acquire mining properties therein, and that in pursuance thereof the defendant in error was employed to act as its manager in Lower California; that on June 18, 1895, the smelting company appointed the defendant in error its attorney in fact to procure patents for mines and mining claims in Lower California, either in his own name or the name of the company; that thereupon said defendant in error did, on May 27, 1895, acquire an undivided one-half interest in the “San Fernando,” consisting Of five claims theretofore owned by David Goldbaum, the other half thereof being owned by one Dr. O’Cleary; that such title was acquired by a deed to the defendant in error, and that the consideration therefor was $3,000, paid by the said corporation to the said Goldbaum through the defendant in error; that at the same time and subsequently the defendant in error acquired for the use and benefit of the said corporation divers other mining claims in Lower California, known as the “San Fernando No. 1,” the “San Fernando No. 2,” the “Calumet Rosario,” the “Heela Rosario,” and the “Iron Mine”; that on April 26, 1897, the defendant in error acquired by patent from the Mexican government the title to the Calumet Rosario and the Heela Rosario in his own name, and that in the year 1897 he acquired title to San Fernando No. 2 — all of which titles were acquired in the name of the defendant in error for the use and benefit, and as the general agent, manager, and trustee, of the corporation; that all the money required for the patenting, surveying, locating, and acquiring of said properties was advanced by the corporation, and that the corporation expended therein more than $15,000; that the defendant in error, in fraud of the rights of the corporation, on September 5, 1898, sold and transferred the Calumet Rosario and the Heela Rosario to Eulogio Romero, and caused the title of the iron mine of San Fernando to be conveyed to said Romero; that on January 24, 1899, the defendant in error conveyed the San Fernando No. 1, and thereafter conveyed the San Fernando No. 2, to E. Romero; that the said defendant in error, in furtherance of the said fraud, and in order to cheat and defraud the said corporation of the title to the said mining properties, induced the said E. Romero to convey the same to Thomas E. Brophy on or about April 28, 1899, and the said defendant, in consideration of $1, conveyed to Thomas E. Brophy the one-half of the San Fernando mine so obtained from David Goldbaum; that demand has been made upon the defendant in error to execute his said trust by the execution and delivery of a deed for said mines to the said corporation, but the said defendant in error has neglected and refused to execute the same; that all of said acts of the defendant in error were done without the knowledge or consent of the said corporation, and in fraud of its rights; that on March 15, 1901 (which was 10 days before the commencement of the action), for value received, the said smelting company sold and conveyed unto the plaintiff in error all its real and personal estate, with all its right and property of whatsoever nature or description, together with all of its right to recover money or personal property, and all of its right of action arising out of the violation of any right of property or of any obligation. The complaint proceeds to aver that the plaintiff in error is obliged to institute proceedings in Lower California, Mexico, for the clearing of the title to its property, and has been compelled to institute proceedings to recover the possession thereof, and has been compelled to expend a large sum of money for attorney’s fees and court expenses, to wit, the sum of $10,000, in pursuit and to recover possession and control of the said properties, and that by reason of the fraudulent acts and conduct of the said defendant in error as aforesaid the plaintiff in error has been damaged in the sum of $20,000. The defendant in error, answering, denied the allegations of the complaint, and set up a counterclaim thereto, and further pleaded in defense thereof that at all of the times mentioned in the complaint the laws of the republic of Mexico required that a corporation organized without that republic, as said smelting company was organized, before it could take or hold any interest in real or personal property, beneficial or otherwise, or any interest or any trust in real or personal property, or transact any other business in said republic of Mexico, must procure copies of its articles of incorporation, certificate of incorporation, and by-laws of said corporation, vised by the authorities of the said government where it was incorporated, and viséd by the Mexican consul or other accredited agent of said republic resident in the United States, and by the secretary of foreign relations of the republic of Mexico, and file and record the same in the territory of the republic of Mexico, and pay a tax to the republic for viséing said papers and recording the same and for permission to do business in said republic, and that until such requirements of the law shall have been complied with such corporations cannot take or hold any interest in any real or personal property, beneficial or otherwise, or any interest in any property, or prosecute any business in the republic of Mexico; that said smelting company never did comply with any of the said laws, never acquired any right to hold property in said territory, but intended at all times to evade said laws of said republic. The case was by written stipulation tried before the court without a jury. The court heard testimony concerning all the matters in issue, and made special findings of fact thereon. Among other findings, it was found specially that the plaintiff in error was never compelled to institute proceedings in Lower California for the clearing of the titles to said property, and has not, by reason of the fraud or fraudulent acts or conduct of the defendant in error, been compelled to institute proceedings for the recovery of the possession thereof; that the plaintiff in error has not been compelled to expend a large sum of money for attorney’s fees or court expenses, or any sum, in pursuit or to recover possession or control of the said property, and that the plaintiff in error has not, by reason of the fraudulent acts or conduct of the defendant in error, as alleged in the complaint, been damaged in the sum of $20,000, or any other sum. Judgment upon the findings of fact and conclusions of law was rendered for the defendant in error.