These elements of unlawfulness are entirely wanting in the supposed case. Mr. Story asserts that one "may purchase by assignment the whole interest of another in a contract or security or other property which is in litigation, provided there be nothing in the contract which savors of maintenance; that is, provided he does not undertake to pay any costs, or make any advances beyond the mere support of the exclusive interest which he has so acquired.” And he puts his conclusion upon the ground that a court of equity would, without special contract, compel the assignor to permit his name to be used in the suit, on the assignee's giving him indemnity for such costs. "Such indemnity and such proceedings, under such circumstances," he adds, "are not deemed maintenance." This seems to be the more correct and logical view, and better comports with the necessities of modern commerce, except as to transactions between client and attorney, which, by reason of their peculiar relation, ought perhaps to stand on a different basis from other contracts savoring of a champertous character; although by the great weight of modern authority contingent fees of a legitimate character, charged for professional services, -dependent on the amount of recovery, are not deemed within the rules against champerty and maintenance.' Such employments are not looked upon with approval in England.* Sustaining the views above expressed it was held in Gilman v. Jones, 4 L. R. A. 113, 87 Ala. 691, that the purchase of railroad bonds from litigant bond holders pending a suit involving the fate of the railroad, in pursuance of a plan to obtain a lease of the road to the purchaser and his associates, who need it to form 12 Story, Eq. Jur. 1050. 'Gilman v. Jones, 4 L. R. A. 113, 87 Ala. 691; Thallhimer v. Brinckerhoff, 3 Cow. 623, 15 Am. Dec. 231, note, and cases cited; Stanton v. Embrey, 93 U. S. 548, 23 L. ed. 983; Blaisdell v. Ahern, 4 New Eng. Rep. 347, 144 Mass. 393; Walker v. Cuthbert, 10 Ala. 213, 219; Kusterer v. Beaver Dam, 56 Wis. 471; Dickenson v. Devlin, 14 Jones & 8. 232; Taylor v. Gilman, 58 N. H. 417; Bent v. Priest, 10 Mo. App. 543; Cross v. Bloomer, 6 Baxt. 74; McDonald v. Chicago & N. W. R. Co. 29 Iowa, 171; Chester County v. Barber, 97 Pa. 455; Hickey v. Baird, 9 Mich. 32; Walker v. Bietry, 24 La. Ann. 349; Stansell v. Lindsay, 50 Ga. 360. Ware v. Russell, 70 Ala. 174; Elliott v. McClelland, 17 Ala. 206. Reynell v. Sprye, 8 Hare, 222; Stanley v. Jones, 7 Bing. 369; Morgan v. a connection with a road already owned by them, and an agreement by the purchaser to pay all expenses of the pending litigation, although the bonds were not delivered until its termination, are not void for champerty because of the purchaser's interest in the result of the suit. § 22. Contracts to Influence the Action of Corporations.A contract to restrict or to defeat a public enterprise is not enforceable,' and all agreements which interfere with the integrity, discretion or freedom of an appointment to private offices in corporations are illegal.' Another class of cases is those in which some officer, or other person supposed to be in relation with a railroad company, undertakes for a consideration moving to it, to secure the location of stations, depots, etc., at a particular place. A conspicuous case in this class is Fuller v. Dame, 18 Pick. 472. All such contracts are void as against public policy.' Where a railroad extension company is employed by a railroad company to build its line, and a contract is entered into between the extension company and a third party, to select a long and. expensive route, thus imposing an unnecessary and heavy burden upon the railroad company, the contract is void, as immoral in its conception and corrupting in its tendency. That the individual contracting with the extension company is a director and stockholder in the railroad company, only adds to the infamy of the agreement. All arrangements by which directors or stockholders or other persons may acquire gain by inducing corporations to disregard their duties to the public, are illegal and lead to unfair dealing, and being against public policy will not be enforced by the courts." Slocum v. Wooley, 9 Cent. Rep. 659, 43 N. J. Eq. 451. Bestor v. Wathen, 60 Ill. 138; Linder v. Carpenter, 62 Ill. 309. 4 Woodstock Iron Co. v. Richmond & D. Extension Co. 129 U. S. 643, 32 L. ed. The case of Fuller v. Dame, 18 Pick. 472, is instructive on this head. It there appeared that Dame, the defendant, was the owner of a large tract of land and flats situated on Sea Street, and between it and Front Street, on the south side of Boston, which would be greatly enhanced in value if the Boston and Worcester Railroad Company would locate one of its depots between those streets and easterly of Front Street. To induce the company to make such location it was supposed to be necessary to form an association, which would pay to it a large sum of money and furnish a large tract of land for the depot, besides making other donations; and to provide the money and land, also to form a company to purchase the flats and land between the streets named, to be held as joint stock and laid out in due form and shape for sale. Fuller agreed to aid Dame in getting up such company, and in inducing the railroad company to fix its termination and principal depot between those streets, Fuller being himself of opinion that the railroad ought, from a view of the public good and the good of its stockholders, to enter the city on the southerly side and have its principal depot there. In consideration of such agreement Dame gave his note for $9,600, payable to Fuller in three years, the note being deposited with third parties, to be delivered to him when the principal depot of the railroad company for merchandise was constructed between the streets mentioned. Fuller was at the time of the agreement a stockholder in the railroad company. The road having been completed, and the principal depot located between the streets mentioned, and the note not being paid, suit was brought upon it. It was adjudged that the contract was contrary to public policy, and that the note given in consideration of it was therefore void. In coming to this conclusion the court considered somewhat at large the ground upon which contracts of this character were avoided, and held that it was because they tended to place one under wrong influences, by offering him a temptation to do that which might injuriously affect the rights and interests of third persons, and that the case before it was within the operation of this principle, the contract tending injuriously to affect the public interest in establishing the fittest and most suitable location for the termination of the Boston and Worcester Railroad for the accommodation of the public travel. It is true the road was constructed and located by the corporation at the expense of private parties under the sanction of the Legislature, incorporated for that purpose, who were to be remunerated by a toll levied and regulated by law; and it was left to its directors to fix the termination and place of deposit. But in doing this a confidence was reposed in them, acting as agents for the public, a confidence which, it might seem, could have been safely so reposed, when it is considered that the interests of the corporation as a company of passenger and freight carriers for profit was identical with the interests of those who were to be carried and had goods to be carried, that is, with the public interest. This confidence, however, could only safely be so reposed under the belief that all the directors and members of the company should exercise their best and their unbiased judgment upon the question of such fitness, without being influenced by distinct and extraneous interests, having no connection with the accommodation of the public or the interests of the company. Any attempt, therefore, to create and bring into efficient operation such undue influence has all the injurious effects of a fraud upon the public, by causing a question which ought to be decided with a sole and single regard to public interests, to be affected and controlled by considerations having no regard to such inter ests. In accordance with this view it has been declared that an agreement between a railroad official and another to divide the profits on a contract to be secured by the latter, to furnish materials for a public improvement, the only service rendered by the former being to allow the latter lower freight rates than he demanded of others, is void as against public policy. Such a contract will not support an action to recover a share of the profits realized.' And under a statute which prohibits any agents or employé of a railroad company from becoming in any manner interested in furnishing materials or supplies to the company, a contract on the part of the stock agent of the company to furnish forage for stock transported over the road is void.' 'Barkley v. Williams, 26 Ill. App. 213. Rue v. Missouri P. R. Co. 74 Tex. 474. It is no answer to say that, by the Act of Incorporation, the executive authority was vested in a board of directors, and Mr. Fuller was not a director. He was a member of the company and might be chosen a director. He was an elector of the directors, and they were directly responsible to the stockholders. The immediate act of location was with directors, but the efficient authority was with the members and stockholders of the corporation, who elect the directors. The election may depend upon the known views and opinions of candidates upon this very question of location. They had a right to his disinterested judgment and advice upon the question of location; and this could not be exercised whilst he held and relied on a promise for a large sum of money, the payment of which depended upon this decision of the question by the directors. The case of Woodstock Iron Co. v. Richmond & D. Extension Co. 129 U. S. 648, 32 L. ed. 819, is much stronger than the one thus decided by the Supreme Judicial Court of Massachusetts. There the contract was held invalid because made with a stockholder of the company, by which he promised, for a pecuniary consideration, to endeavor to procure the company to locate one of its depots at a particular place in the city. In the former case the contract was with an employé of the company, to induce it to disregard its obligations; and the principal person making that contract on the part of the employé was a director and stockholder of the company which was to be thus seriously affected. The principle, which is so clearly and forcibly stated in Fuller v. Dame, has been applied in numerous instances by the highest courts of different states, to avoid contracts made to influence railroad companies in selecting their routes and locating their depots and stations, by donations of land and money to some of its directors or stockholders or agents. Thus in Bestor v. Wathen, 60 Ill. 138, it appeared that in 1849 the Legislature of Illinois incorporated a company to build a railroad from a point on the Mississippi River to Peoria, and that in 1852 the charter was amended so as to authorize the extension of the road from Peoria eastward to the state line. In 1855 the company made a contract with the firm of Cruger, Secor and Company, by which the latter undertook the construction and equipment of the road. In 1856, |