Ryan v. Miller. equity, and voluntarily or otherwise, secure the equitaable rights of these ninety-four claimants. The charge in the petition does not aver a purchase of any of this stock by plaintiff Ryan, and the proof comports with the pleading. The weight of the evidence indicates that these ninety-four parties were to pay to Ryan their proportionate part of the expenses of the litigation, and take their proportionate part of the recovery. Ryan, himself, in a way denied such an understanding, but it is so patent from the other testimony that such was the understanding, it is hardly necessary to discuss his denial. Remembering that this is an action to rescind ninety-five contracts on the ground of fraud and deceit, the question is, will a court of equity lend its aid to Mr. Ryan on the ninety-four counts in which he has no personal interest. Under the authorities we think not. These parties claim to own no stock to sell or transfer to Ryan. They only claim to have a right of action to rescind a contract of purchase for fraud and deceit, and to that end assign such right of action to Ryan, and deliver to him the shares of stock to be by him tendered back to defendants. Courts of equity will, when the plaintiff comes into court with clean hands, grant him relief, but courts of equity do not undertake to thresh out all the grievances of his neighbors where their grievances are based upon fraud and deceit. In such case the court will inspect the plaintiff's hands, and adjust, if need be, his grievances, but will not undertake to inspect the hands of his numerous neighbors and adjust their grievances. In the case at bar the parties were abandoning the stock and simply asking to have rescinded their contract of purchase on the ground of fraud and deceit. They had no stock to sell and sold no stock to Ryan. They might have retained their stock and sued at law for damages on the ground of fraud and deceit, but this course they did not see fit to pursue. They Ryan v. Miller. elected to go into equity and must be bound by the rules of equity. What they assigned to Ryan was a mere right to file a bill in equity for them. Thus runs their pleading and thus runs the facts in evidence. They could not have sold and assigned the stock without in a way ratifying the contract, and thus leaving unto themselves only an action at law for damages based upon fraud and deceit. But as seen the action here is in equity, which precludes the idea of the assignment of anything to Ryan, except the naked right to file a bill in equity for them. With this situation there is no question as to the law. In 2 Am. & Eng. Ency. Law, p. 1024, the rule, buttressed by authority, is stated in the following language: "The assignment of a mere right to file a bill in equity for fraud committed on the assignor is void as being against public policy and savoring of mainte nance. "Qualification. But it seems that this rule, as established by the authorities, applies only to a case where the assignment does not carry anything which has itself a legal existence and value independent of the right to sue for a fraud. It does not apply to a case where such right is merely incidental to a subsisting substantial property which has been assigned, and which is itself intrinsically susceptible of legal enforcement. In such a case the assignee is entitled to maintain an action to set aside a fraudulent conveyance of the property assigned, if his assignor might have done so.". Whether our own case law goes further than this we need not discuss. We certainly have gone thus far. In land conveyances we may have gone further than the exception above noted by the author quoted. It would seem that our recent cases have in the cases of landed estate followed the doctrine of the common law. Ryan v. Miller. The doctrine of the common law is mentioned by this court in the early case of Smith v. Harris. 43 Mo. 1. c. 561, whereat BLISS, J., said: "French et al. v. Shotwell, 5 Johns. Ch. 555, cited by defendant, is also unlike the present case. The grantor had confessed judgment upon a consideration effected by usury, extortion, etc., and, before selling to the petitioner had filed his bill to set aside the judgment, but the matter was compromised and the judgment allowed to remain. The grantee bought the land, knowing the judgment and its lien upon it, and the court held that he could not impeach the judgment, and that even his grantee had put it out of his power to do so. The Chancellor refers to Upton v. Bassett, Cro. Eliz. 445, also cited by this defendant, where the judges state that it is 'a principle of the common law that a fraud could only be avoided by him who had a prior interest in the estate to be affected by the fraud, and not by him who subsequently to the fraud acquired an interest in the estate.' The very gist of the action in the case at bar, as is seen, is the prior purchase and possession of the property affected by the fraud. It has always been held that the assignment of a bare right to file a bill in equity for fraud upon the assignor is void, as against public policy, and savoring of the character of maintenance. [Sto. Eq. 1040; Prosser v. Edwards, 1 You. & Coll. 481; Morrison v. Deaderick, 10 Humph. 342.] The case now under consideration does not, as we have seen, fall under the class of cases cited by the appellant. The plaintiff's right to the property does not depend alone upon the assignment by West. Their purchase, their interest, their possession, were long antecedent to it. The taking a deed from him is not an original purchase, but only a step to protect that purchase, and they should be able to avail themselves of any fraud that renders the deed to Harris invalid." Ryan v. Miller. In Wilson v. Ry. Co., 120 Mo. 1. c. 57, this court said: "We think also that the circumstances show that the assignment of these judgments was without other consideration than that plaintiff would prosecute this action. The Burgess judgment, which amounted to $152,000 when revived, stood from May, 1875, to October, 1882, as collateral security for $3000. It was assigned to Hugh Loonan, in whose name it was revived in December, 1887. The judgment was assigned to plaintiff in a few days after the return of an execution thereon, and immediately thereafter this suit was commenced. It does not appear, except from a statement in the petition, that any valuable consideration was paid. The same may be said of the McGinnis judgment. As soon as it was obtained it was also transferred to plaintiff, so far as was shown, without consideration, and was at once included in an amended petition in this case. We are satisfied that this whole proceeding is a mere speculation on the liability of these defendants, as stockholders of said corporation, and that plaintiff is a mere volunteer without substantial or equitable right. It was the duty of plaintiff to have shown his good faith, if he was so acting when it was discredited by so many circumstances. Courts of equity will not lend their aid to assist in the enforcement of legal rights acquired in such a manner. As it has been said: 'It has always been held that the assignment of a bare right to file a bill in equity for fraud upon the assignor is void, as against public policy, and savoring of the character of maintenance.' Smith v. Harris, 43 Mo. 562, and cases cited. 'An assignment which violates the policy of the law against champerty and maintenance, as operating merely to procure or promote litigation, will not be permitted by a court of equity, even though it may not amount strictly to the criminal offense of champerty or maintenance.' [3 Pomeroy's Eq. Jurisprudence (2 Ed.), sec. 1276.]” Ryan v. Miller. In the case at bar there is neither allegation nor proof of consideration. This may not be material, and we do not rule upon the question of consideration. It is at least a circumstance that can be considered by a court of conscience. The point in the case at bar is that there was nothing to be assigned but the mere right to bring a suit in equity. There was no stock to assign, because the purchasers were charging that the contract was void and were tendering the stock back to defendants. In Haseltine v. Smith, 154 Mo. 1. c. 412, the views of this court are thus expressed: "Suppose L. A. Haseltine were the plaintiff here, what could he say that would entitle him to a cancellation of his deed to Smith? But conceding that he could have maintained such a suit he could not assign his right to do so. The bare right to maintain a suit in equity to set aside a deed obtained from the assignor by fraud is not assignable. [Smith v. Harris, 43 Mo. 557; Wilson v. Railroad, 120 Mo. 45; 3 Pom. Eq. (2 Ed.), sec. 1276; 2 Story, Eq. (13 Ed.), 1040g.]” And in the very recent case of Weissenfels v. Cable, 208 Mo. 1. c. 532, we said: "In the first place, if we concede that the naked legal title to tracts 1, 2 and 3 had not passed out of Boone prior to the date of that deed, and if we go further and concede that Boone was defrauded by the execution of that deed to defendant, then the fraud touches Boone alone and the right of action on the fraud is not a vendible commodity to pass from one to another by dicker and sale. The right to sue to set aside that deed was in Boone, remained in him (if anywhere), and did not pass by his subsequent special warranty to plaintiff. [Smith v. Harris, 43 Mo. 557; Jones v. Babcock, 15 Mo. App. 149; Wilson v. Railroad, 120 Mo. 45; Haseltine v. Smith, 154 Mo. 404; Hayward v. Smith, 187 Mo. 464.] The general rule that a subsequent grantee may not 236 Sup.-33 |