209 U.S. Opinion e4 the Court. suit in 1906. Whether'or not he was a stockholder at the t/me when the alleged .wrongful acts were committed by the defend- ants does not appear by any allegation in the complaint. The defendant James J. Hill was a director and the president of the 'other defendant, the Great Northern Railway Company, and that railroad and its board of directors were under his absolute control. While holding these offices and exercis/ng this control, in 1900 and 1901, Hill purchased, or caused to be purchased for his use, 'stock of the Chicago, Burlington and Quincy 1%ilroad Company of the par value of $25,000,000, at an average l?riee of one hundred and fifty dollars a share. This purch ase was made with the design of selling the stock at a higher price to the company of which he was a director and president. Subsequently, in 1901, while still holding his offices in the Great Northern Railway and exercising the same control over that corporation, he sold to it a large amount of the stock of the Chicago, Burlington ?and Quincy Railroad Company owned by him, and made an unlawful profit of $10,000,000 on the transaction. Before bringing this suit the plaintiff demanded of the Great Northern Railway Company that it bring suit against Hill to compel him to account for and pay over to it the wrongful profit which he had obtained. The railroad refused to comply with this demand, and there- upon the pl.aintiff brought this suit as a stockholder in his own behalf, and in the behalf and for the benefit of other stockholders similarly situated. The prayer was that Hill should account for his profii and pay it to the Great Northern Railway Company with interest, and for general relief. On the defendants' petition the case was removed to the United States Circuit Court for the Southern District .of New York, on the ground of diversity of citizenship of the plaintiff and the defendants. In that court the plaintiff was ordered to "replead the complaint herein according to the forms and practice prevailing in equity." This was dons'on November 9, 1906. The new complaint set forth the facts in greater detail and with some variationk, but its substance and effect was
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