the States thereafter to be organized, the policy which had prevailed since the first settlement of the Northwestern Territory. In the admission of Ohio and other States, Congress had made liberal grants of land, including the salt-springs. This it was enabled to do by reserving these springs from sale. Without this reservation, it is plain to be seen there would have been no springs to give away, for every valuable saline deposit would have been purchased as soon as it was offered for sale. An intention to abandon a policy which had secured to the States admitted before 1854 donations of great value, cannot be imputed to Congress unless the law on the subject admits of no other construction. But the Law of 1854, 10 Stat. at L., 308, instead of manifesting an intention to abandon this policy, shows a purpose to continue it. It was the first law under which lands were sur670*] veyed in *Nebraska, offered at public sale, and so made subject to private sale by entry. By it Surveyors-General for New Mexico, and for Kansas and Nebraska, were appointed, with the usual powers and duties of such officers. And although there are provisions relating to New Mexico applicable to that Territory alone, yet the leading purpose of this Act was to bring into market, as soon as practicable, the lands of the United States in all of these Territories. In New Mexico this could not be done as soon as in Kansas or Nebraska on account of the policy adopted of donations to actual settlers, who should remove there before the first of January, 1858, and because of the necessity of seg regating the Spanish and Mexican claims from the mass of public domain. For this reason, doubtless, local land offices were not created in New Mexico, but they were in Kansas and Nebraska, and registers and receivers appointed, with the powers and duties of similar officers in other land offices of the United States. And the President was authorized to cause the lands, when surveyed, to be exposed to sale, from time to time, in the same manner and upon the same terms and conditions as the other public lands of the United States. If there were no other provisions in the law than we have enumerated, we should hesitate to say, in view of the limita tion on sales prescribed by law wherever public lands have been offered for sale that they did not of themselves work a reservation of the land in controversy. In conducting the public sales, the register always reserved salines, as it was his duty to do, when marked on the plats, and this was never omitted except by the neglect of the Surveyors-General or their deputies. But the 4th section of the Act removes all doubt upon that subject. That section declares that none of the provisions of this Act shall extend to mineral or school land, salines, military or other reservations, or land settled on or occupied for purposes of trade and commerce. It is contended that this section applies to the donations, conceded in the preceding sections, to actual settlers in New Mexico. But why make this restriction? To do it would require the importation of the word "foregoing," 671*] so that the section would read: none of the foregoing) provisions shall extend to salines or mineral lands. There is no authority to make this importation, and in this way subtract from the general words of the section. The language of the section is imperative and leaves no room for construction. Besides, why 644 should an intention be imputed to Congress to exclude actual settlers from saline lands, but leave them open to private entry by speculators. The legislation upon the subject of public lands has always favored the actual settlers, but the construction contended for would discriminate against them, and in favor of a class of persons whose interests Congress has never been swift to promote. Apart from this, however, the purpose which Congress had in view is to be found in the unbroken line of policy in reference to saline reservations, from 1796 to the date of this Act. To perpetuate this policy, and apply it equally in all the lands of the three Territories, was the controlling consideration for the incorporation of the section, and although the words of the section are loose and general, their meaning is plain enough when taken in connection with the previous legislation on the subject of salines. It cannot be supposed, without an express declaration to that effect, that Congress intended to permit the sale of salines in Territories soon to be organized into States, and thus subvert a long established policy by which it had been governed in similar cases. If anything were needed to show that the 4th section did reserve salines from sales, it can be found in the Act of March 3, 1857, 11 Stat. at L., 186, re-arranging the land districts in Nebraska. This Act excepts from sale such lands "as may have been reserved." This is a declaration that lands had been reserved, and obviously it is a legislative construction of the 4th section of the Act of 1854, for nowhere else, except by implication, had there been reservations of any sort in the Territory of Nebraska. Besides this, the Nebraska enabling Act of April 10, 1864, 13 Stat. at L., 47, affords still further evidence that the Act of 1854 was *intended to reserve salines. The pur- [*672 pose of reserving them was to preserve them for the use of the future States and no State has been organized without a grant of saltsprings. In some of the States the grant was of all within their boundaries, but on the admission of Missouri, and since, the number was limited to twelve. This number, with a certain quantity of contiguous lands, were granted to Nebraska on her admission. In doing this Congress must have assumed that the springs had been reserved from sale, for if this had not been done, the presumption is there would have been nothing for the grant to operate upon. It may be true, that lands only fit for agriculture will remain a long time unentered, but this would never be the case with lands whose surface was covered over with salt. It would be an idle thing to make a grant of such lands, if there had been a previous right of entry conceded to individuals. This was in the mind of Congress, and induced the reservation in the Act of 1854, by means of which Nebraska other States in like situation. could be placed on an equal footing with But it is said the locations in question are ratified by the proviso to the section granting the salt-springs. This proviso was as follows: "Provided that no salt-spring or lands, the right whereof is now vested in any individual or individuals, or which hereafter shall be confirmed or adjudged to any individual or individuals, shall by this Act be granted to said State." This provision, with an unimportant change in phraseology, was first introduced into the enabling Act for Missouri, 3 S.at. at L., 547, sec. 6, and exactly similar provisions with the one in question were inserted in the Acts relating to Arkansas and Kansas. 5 Stat. at L., 58; 12 Stat. at L., 126. The real purpose of the proviso is to be found in the situation of the country embraced in the Louisiana purchase. The Treaty of Paris of April 30, 1803, by which the "Province of Louisiana" was acquired, stipulated for the protection of private property. This comprehended titles which were complete as well as those awaiting com673*] pletion. Soulard v. U. S., 4 Pet., *511 and Congress adopted the appropriate means for ascertaining and confirming them. They were numerous and of various grades, and covered town sites and every species of land. In Missouri, as the records of this court show.they were quite extensive, and when she was admitted into the Union many of these titles were perfect and still a large number imperfect. In this condition of things Congress thought proper, in granting the salt-springs to the State, to say, that no salt-springs, the right whereof now is or shall be confirmed or adjudged to any individual, shall pass under the grant to the State. Whether this legislation was necessary to save salt-springs claimed under the French Treaty, it is not important to determine, but manifestly it had this purpose in view and nothing more. It could not refer to saltsprings not thus claimed, because all entry upon them was unlawful, on account of previous reservation. It speaks of confirmations which had been made and those which were awaiting governmental action, and in this condition were all the titles the United States were bound to protect. Although the words employed in the first division of the proviso to the saline grant to Nebraska are not the same as those used in the Missouri grant, they mean the same thing. There can be no difference between a right which has been confirmed and one which is now vested. Both are perfect in themselves, and refer to completed claims, while the last division in each proviso has reference to claims in course of completion but not finally passed upon. This proviso can have little significance in the enabling Act of Nebraska, nor, indeed, in many other enabling Acts, but Congress doubtless thought proper to introduce it out of the superabundence of caution, as there could be no certainty that in purchased or conquered territory, however remote from settlement, there might not be private claims protected by treaty stipulations to which it would be applicable. It cannot be invoked, however, for the protection of these plaintiffs. When a vested right is spoken of in a statute, it means a right lawfully vested, and this excludes the locations in question, for they were made on lands re674*] served from sale or *entry. If Congress had intended to ratify invalid entries like these, they would have used the language of ratification. Instead of doing this, the language actually employed negatives any idea that Congress intended to give validity to any unauthorized location on the public lands. 5 The Preemption Act of September 4, 1841, Stat. at L., 456, declares that "No lands on which are situated any known salines or mines shall be liable to entry;" differing in this respect from the Acts of 1796 and 1854, which reserve every "salt-spring" and "salines." The salines in this case were not hidden, as mines often are, but were so incrusted with salt that they resembled "snow covered lakes," and were, consequently, not subject to preemption. Can it be supposed that a privilege denied to preemptors in Nebraska was conceded in the Act of 1864 to persons less meritorious? It appears by the record, that on the survey of the Nebraska country, the salines in question were noted on the field-books; but these notes were not transmitted to the register's general plats, and it is argued that the failure to do this gave a right of entry. But not so, for the words of the statute are general and reserve from sale or location all salines, whether marked on the plats or not. What effect the statute might have on salines hidden in the earth, not known to the surveyor or the locator, but discovered after entry, may become a question in another case. It does not arise in this. Here the salines were not only noted on the field-books, but were palpable to the eye. Besides this, the locators of the warrants, before they made their entries, were told of the character of the lands. Indeed, it is quite clear that the lands were entered solely on account of the rich deposits of salt which they were supposed to contain. It does not strengthen the case of the plaintiffs that they obtained certificates of entry, and that patents were subsequently issued on these certificates. It has been repeatedly decided by this court that patents for lands which have been previously granted, reserved from [*675 sale, or appropriated, are void. Polk v. Wendell, 9 Cranch, 99; Minter v. Crommelin, 18 How., 88, 15 L. ed. 279; Reichart v. Felps, 6 Wall., 160, 18 L. ed., 849. The executive officers had no authority to issue a patent for the lands in controversy, because they were not subject to entry, having been previously reserved, and this want of power may be proved by a defendant in an action at law. Minter v. Crommelin, supra. The judgment of the Supreme Court of Nebraska is affirmed. v. *CHARLES B. HOTCHKISS, Appt., [*354 THE NATIONAL SHOE & LEATHER BANK and The Tradesmen's National Bank. (See S. C., 21 Wall., 354-360.) Coupon bonds of railroad company, when nogotiable instruments-title of bona fide holder for value, to stolen bonds, when valid. 1. In May, 1863, the Milwaukee and Saint Paul Railway Company issued coupon bonds, by each of to certain persons named, or bearer, in the sum of which the company acknowledged its indebtedness $1,000, and promised to pay the amount to the bearer on the first day of January, 1893, at the office of the company in the City of New York, with semiannual interest at the rate of seven per cent. per annum, on the presentation and surrender of the coupons annexed as they severally become due. Immediately following this acknowledgment of indebtedness and promise of payment, there was in each of the instruments a further agreement of the Headnotes by Mr. Justice FIELD. holder of the agreement and of the annexed scrip, could compel a conversion into stock; and this is because the obligor never so agreed. Physical attachment or annexation of the two pieces of paper was not necessary in order to make them one contract. They were, to all intents and purposes, attached by the cross references to the other which each contained. They were, constructively and in the eye of the law, always in each other's company; so that, when the portion which promised to pay $1,000 was handed to the defendant's cashier, he must be deemed to have seen the annexed scrip. The cases on this point are summed up in 23 Barb., and Benedict v. Cowden, 49 N. Y., 396. company, to make what is termed "the scrip preferred stock" attached to the bonds full paid stock, at any time within ten days after any dividend shall have been declared and become payable in such preferred stock, upon surrender in the City of New York of the bonds and unmatured interest warrants. To each of the bonds there was originally attached, by a pin, the certificate of scrip preferred stock thus referred to, which stated that the complainant was entitled to ten shares of the capital stock of the company designated as "scrip preferred stock ;' and that upon the surrender of the certificate and accompanying bond and all unmatured coupons thereon, as provided in the agreement, he should be entitled to receive ten shares of full paid preferred stock. Three of these bonds with certificates attached were stolen from the plaintiff, and were taken by the defendants as collateral security for notes discounted by them, without actual notice of any defect in the title of the holder; but the certificates were, at the time, detached from the bonds; Taking the whole instrument together, in the held, 1, that the bonds were negotiable instruments form in which it was when issued by the comnotwithstanding the agreement respecting the scrip preferred stock contained in them, that agreement pany, and when stolen from the plaintiff, and being independent of the pecuniary obligation of keeping in view the fact that the company did the company; and, 2, that the absence of the certifinot intend to enter into two distinct obligacates originally attached to the bonds when the latter were taken by the defendants, was not of it. tions, performable in favor of two distinct obliself a circumstance sufficient to put the defendants gees, it is evident that the acknowledgment of upon inquiry as to the title of the holder. indebtedness to the bearer is qualified by the 2. The title of the person who takes negotiable paper before due for valuable consideration, can subsequent special agreement, so that such aconly be defeated by showing bad faith in him, which knowledgment of indebtedness inures to the implies guilty knowledge or wilful ignorance of the benefit of the bearer, only upon condition that facts impairing the title of the party from whom he received it; and the burden of proof lies on the he continues to be the holder of the annexed scrip. assailant of the taker's title. The facts of the case, which arose in the court below, are fully stated in the opinion of the court. Messrs. Francis N. Bangs and Thos. M. North, for appellants: The several instruments in question were not in form or substance ordinary coupon bonds at the time when they left the hands of the company, nor at the time when they were stolen from him; nor were they promissory notes payable to bearer. Each of them contained an agreement to do something with or in reference to a paper described as attached, the possession of which is made indispensable to a full understanding of the nature of the obligation, and without which the company cannot be called upon to perform its agreement. Reading the contract without the scrip, the court cannot know fully what obligation, in all, the company assumed. When the scrip is seen and referred to, and not before, it is understood what the precise measure of the company's obligation was. The obligations in question are also distinguishable, in form, at least, from the one passed upon in Hodges v. Shuler, 22 N. Y., 114, which is a case relied upon by the appellees There the whole obligation, and what would satisfy it, was fully expressed on a single piece of paper. 1. Each contract, although it took two pieces of paper to express the whole of it, was a unit. each coupon might constitute a separate contract in favor of its bearer, but the obligation to pay $1,000 of principal money was not separable and divisible from the obligation to convert the scrip into preferred stock, in such sense that A, as holder of a money bond, could compel the payment of money, and B, as the Jones v. Fales, 4 Mass., 254; Heywood v. Perrin, 10 Pick., 228; Johnson v. Heagan, 23 Me., 329. Negotiability is a quality infused into a contract by the agreement of the parties and not by law. It is either a part of their aggregatio mentium, or it is not; and if it is not, the law does not append it, and an attempt by the holder to make the contract negotiable without the consent of the maker avoids it. Nance v. Lary, 5 Ala., 370; Scott v. Walker, Dudley (Ga.), 243; Pepoon v. Stagg, 1 Nott & McC., 102; Bank of U. S. v. Moore, 3 Cranch (C. C.), 330; Whitney v. Snyder, 2 Lans., 477, Even though the contract is by its terms performable in favor of its bearer, yet if it is apparent that the parties did not intend that possession alone should be proof of ownership, it is not negotiable. R. Co. v. Howard, 7 Ŵall., 392, 19 L. ed., 117. The right of a contractor to restrict the negotiability of an otherwise negotiable instrument, is recognized by law. Fowler v. Brantly, 14 Pet., 318; Brown v. Jackson, 1 Wash. (C. C.), 512; Sweeny v. Easter, 1 Wall., 166, 17 L. ed., 681; Sess. Laws of N. Y. 1858, p. 532, § 6. The contracts in question, at the time they were stolen from the plaintiff, as well as at the time when they were issued by the company, had not been put by the makers in such a condition that they could be, as entireties, transferred by delivery. On the contrary, the company had imposed a lawful restraint upon such transfer by requiring that transfers of the evidence of title to the agreement should be made on its books, and by directing in its articles of association that the scrip should always accompany the bond. This was a part of the contract between the parties; and the holder himself, not having signed the power of attorney indorsed on the back, had done nothing to make it transferable by delivery, even if it was the intention of the company to put it in his power to do so. Therefore, it was not negotia ble in any sense. It was, in fact, a registered bond. The question, what constitutes notice, is a question of law. Goodman v. Simonds, 20 How., 365, 15 L. ed., 941; Birdsall v. Russell, 29 N. Y. 249. In this case it is important only in case the court should hold that the contracts were capable of transfer by delivery and in fragments. It is not paradoxical to say that the physical absence of what is constructively present, or what ought to be present to make a transfer perfect, is a badge of fraud and a warning to a purchaser. Brown v. Blydenburgh, 7 N. Y., 141; Kellogg v. Smith, 26 N. Y., 18. The defendants say that the convertible clause created a mere privilege. It may be, in truth, called a privilege or an option. By depreciating its value, its validity and existence are not destroyed. Our point is that, whatever it is, Mr. Hotchkiss still owns it. The defendants have not acquired it. They knew that they did not acquire it and that he still retained it. The scrip was the key to the combination; and, inasmuch as the contract was an indivisibl unit, he owns the whole. If he is not entitled to recover the money promise, it follows that the defendants are entitled to recover the scrip. Messrs. John S. Woodward, for appellee, Tradesmen's Bk., and Henry N. Beach, for appellee, Shoe & Leather Bk: The articles of association of the railway company do not treat the bond and certificate or scrip of preferred stock as one instrument, but as separate and distinct. It was to accompany the mortgage bonds, but it is not required to form an integral part of them, and that bond holders, as such, should be authorized to vote in all stockholders' meetings like stockholders. Although the interest upon the principal moneys mentioned in the bond, is an incident to and grows out of the principal, yet the coupons, being on their face expressly made payable to the bearer thereof, may be detached and passed by delivery, and the holder may collect the same at maturity, independently of any ownership of the bond or obligation for the principal sum. So, too, the bond or obligation being a prommise to pay the principal sum named in it, with the interest, to the bearer, the holder may, at maturity, collect the principal sum, independ⚫ent of the possession or ownership of the coupons. Each of them, the bond and coupon, is a promise to pay the money specified, absolutely, at a fixed time and to the bearer thereof. There is nothing on the face of the bond or of the coupon, or in the articles of association which, under any circumstances, fixes upon the holder any duty to accept anything in payment or discharge of them but the moneys specified therein; nor to surrender the bonds, or gives the right or option to the railway company to require a surrender of them except upon actual payment, save only where the holder elects of his own option to convert them at the time prescribed. Bonds, coupons and stocks, each have a distinct and well defined legal character, and this clearly establishes them as separate instru ments. 1. Coupons are separable from the bonds to which they are attached when issued. They are negotiable securities, transferable by delivery. Suit may be maintained upon them without production of the bond to which they were attached. Commissioners of Knox Co. v. Aspinwall, 21 How., 539, 16 L. ed., 208; Conn. Mut. Ins. Co. v. Cleveland R. Co. 41 Barb., N. Y., 22; 2 Redf. Railw. 523; 1 Pars. Cont., 240. Coupon bonds, railroad or municipal, payable to bearer, pass by mere delivery, and are negotiable instruments; and are, therefore, treated as negotiable papers. A purchaser of them for value, before maturity, in good faith, is unaffected by want of or defect in title of the vendor. White v. Vt. & Mass. R. Co., 21 How., 575, 16 L. ed., 221; Mercer Co. v. Hacket, 1 Wall., 83, 17 L. ed., 548; Gelpcke v. City of Dubuque, 1 Wall., 206, 17 L. ed., 525; Murray v. Lardner, 2 Wall., 110, 17 L. ed., 857; Thomson v. Lee Co., 3 Wall., 327, 18 L. ed., 177; Morris Can. & Banking Co. v. Fisher, Stock. (N. J.), 667; Same v. Lewis, 1 Beas. (N. J.), 323; Bank of Rome v. Village of Rome, 19 N. Y., 20; Com. v. Comrs. of Allegheny Co. 37 Pa., 237. A certificate of stock which is not a contract for the payment of money, and is not in terms negotiable, is, for these reasons, à different thing, and is not placed upon the footing of commercial paper. On the contrary, they are simply the muniments and evidence of the holder's title to a given share in the franchises of the corporation of which he is a member. Edw. Bills, etc., ed. of 1857, p. 61; Mechanics' Bank v. N. Y. & N. H. R. Co., 4 Duer, 480; S. C., 13 N. Y., 599, 629; McCready v. Ramsey, 6 Duer, 574. The possession and title to the certificate can only be necessary to the exercise of the privi lege of convention. "The contract may be contained in several instruments which, if made at the same time, between the same parties and in relation to the same subject, will be held to constitute but one contract." See cases cited in note, 2 Pars.. Cont., 5th ed., 503; Chit. Cont. 9th Am. ed., 89, n. 1; Cornell v. Todd, 2 Den., 133; Benedict v. Cowden, 49 N. Y., 401. Applying this rule to the present case, it is very clear that the two instruments did not constitute an entire or single contract; but on the contrary, that they were several, distinct and different contracts or agreements. This precise question was judicially considered and determined by the Court of Appeals of the State of New York, in reference to sim ilar bonds. Welch v. Sage, 47 N. Y., 148; Ledwich v. McKim, 53 N. Y., 313. It has been decided by the Court of Appeals in the State of New York, that a similar option or convertible clause incorporated in a promissory note made by a railroad company, did not affect its negotiability, nor change its character as a note. And the reasoning of the court is applicable to this case, although in that case there was no reference to a collateral undertaking. Wright, J., says: "We are of the opinion that the instrument wants none of the essential requisites of a negotiable promissory note. It was an absolute and unconditional engagement to pay money on a day fixed; and although an election was given to the promisees upon a surrender of an instrument six months before its maturity, to exchange it for stock, this did not alter its character, or make the promise in the alternative, in the sense in which that word is used respecting promises to pay. The engagement of the Railroad Company was to pay the sum of $1,000 in four years from date, and its promise could only be fulfilled by the payment of the money at the day named." Hodges v. Shuler, 22 N. Y., 114; Andrews v. Hart, 17 Wis., 297; Muhlenberg v. P. & R. R. R. Co., 47 Pa., 16; Commonwealth v. Comrs. of Alleg. Co., 37 Pa., 237. and surrender of the coupons annexed as they severally become due; with a provision that in case of non-payment of interest for six months the whole principal of the bond shall become due and payable. Immediately following this acknowledgment of the indebtedness of the company and its promise of payment, there is in each of these instruments a further agreement of the company to make what is termed "the scrip preferred stock" attached to the bond full paid stock at any time within ten days after any dividend shall have been declared and become payable on such preferred stock, upon surrender in the City of New York of the bonds and the unmatured interest warrants. The several instruments also state that the bonds are parts of a series of bonds issued by the company amounting to $2,200,000, and that Bad faith must be shown affirmatively, to upon the acquisition of certain other railroads impeach the title of the appellees. the issue of bonds may be increased in certain Swift v. Tyson, 16 Pet., 1; Goodman v. Si-designated amounts; that the bonds are executmonds, 20 How., 364, 15 L. ed., 940; Seybel v. Nat. Cur. Bk., 54 N. Y., 302; Lord v. Wilkinson, 56 Barb., 593. In the case of commercial paper, and the same rule applies to the case at bar, a bona fide purchaser gets a good title, although it may have been stolen and transferred by the thief. Turnbull v. Bowyer, 40 N. Y., 460; Hall v. Wilson, 16 Barb., 548; Steinhart v. Boker, 34 Barb., 443. In defining what constitutes a bona fide hold er, of commercial paper, and in what way it may be acquired, the Court of Appeals of the State of New York has held that "He is not bound to make inquiries, nor to act upon circumstances which would put an ordinarily careful man upon inquiry, unless they are of such character as would impeach the honesty of the holder. Gross negligence, even, has been held insufficient to impeach this holding, when a party has given consideration for the bill. See cases cited: Griggs v. Howe, 3 Keyes, 172; Birdsall v. Russell, 29 N. Y. 220; Williams v. Tilt, 36 N. Y., 319; Park Bank v. Watson, 42 N. Y., 493; Welch v. Sage, 47 N. Y., 146; Sey bel v. Nat. Cur. Bk., 54 N. Y., 294; Goodman v. Simonds, 20 How., 368, 15 L. ed., 942. The following rule may be deduced from the authorities; that the rights of the holder are to be determined by the simple test of honesty and good faith, and not by any speculative issue as to his diligence or negligence. Magee v. Badger, 34 N. Y., 247; Belmont Branch of Ohio State Bank v. Hoge, 35 N. Y., 65. Mr. Justice Field delivered the opinion of the court: This was a suit to compel the defendants to surrender to the complainant three coupon bonds of the Milwaukee and St. Paul Railway 355*] Company, each for $1,000, of which *he claims to be the owner, and which he alleges were received by the defendants in bad faith, with notice of his rights. These instruments are dated May 6, 1863. By each of them, the tain persons named, or bearer, in the sum designated, and promises to pay the amount signated, and promises to pay the amount | to the bearer on the first of January, 1893, at the office of the company in the City of New York, with semi-annual interest at the rate of seven per cent. per annum, on the presentation | ed and delivered in conformity with the laws of Wisconsin, the articles of association of the company, the vote of the stockholders and resolution of the Board of Directors; and that the bearer of each bond is entitled to the security derived from a mortgage of the property and franchises of the company executed to certain designated trustees, and to the benefits to be derived from a sinking fund established by the mortgage of all such sums of money as are received from the sales of lands granted to the company by the United States or the State of Wisconsin. To each of these bonds there was originally attached, by a pin, the certificate of scrip preferred stock which is referred to in the [*356 body of the instrument. This certificate was to the effect that the complainant was entitled to ten shares of the capital stock of the company, designated as "scrip preferred stock;" and that upon the surrender of the certificate and accompanying bond and all unmatured coupons thereon at any time within ten days after any dividend should have been declared and become payable on the full stock of the preferred stocks of the company, the complainant should be entitled to receive ten shares of such full paid preferred stock, and that this scrip preferred stock was only transferrable on the books of the company at their office in the City of New York in person or by attorney, on the surrender of the certificate. In November, 1868, these bonds, with coupons and certificates attached, belonged to the complainant, and during that month were stolen from a bank in Bridgeport, Connecticut, together with a large amount of other property there on deposit. They were received in January and February, 1869, by the defendants, banking institutions in the City of New York, as collateral security for notes discounted by those notes or new notes given in renewal of them, and are now held as such security for them, and they were received without actual notice of any defect in the holder's title. At that time the certificates of scrip preferred stock, originally pinned to the bonds, were detached from them. And the questions for determination are, whether the agreement in the instruments as to the scrip preferred stock affected their negotiability; and whether the absence of the certifi |