Opinion of the court. and unpaid coupons, and were to accept preferred stock for both bonds and coupons. Priority was thus secured by the bondholders over the unpreferred stock amounting to a lien, as against the holders of the latter stock, for a yearly dividend of 7 per cent., if the net earnings of the road were sufficient for that purpose, as conceded by both parties. Prior stockholders yielded them that preference, but they insist that no just construction of the contract will give them any more in any one year until the net earnings of the road will also give to the holders of the unpreferred stock a dividend for the same amount, and the court is inclined to adopt the same conclusion. Test the question by the circular addressed to the bondholders, which they all signed as the preliminary step to the arrangement, and the inquiry is too clear for argument, as the statement is that the preferred stock shall "be 7 per cent., not cumulative, but to share with the common stock any surplus which may be carried over and above 7 per cent. upon both in any one year," which means, as plainly as language can express the idea, that the preferred stock shall share in the surplus arising from the net earnings of the company, in any one year, beyond what is necessary to pay a dividend to the whole stock, preferred and unpreferred, of 7 per cent. Nothing more favorable could be expected by the bondholders, as they signed the circular and agreed to surrender the number of bonds set against their respective names and to receive in exchange therefor new bonds and preferred stock in accordance with the provisions of the plan for extricating the company from their present difficulties and for improving their securities, showing that their attention had been called to the plan and that they were satisfied with its terms and conditions.* Beyond doubt the directors understood the matter in the same way, as they invested the committee, which they appointed, with the power to make such expenditures as to them should seem discreet to carry * Sturge v. Railway, 7 De Gex, Macnaghten & Gordon, 158. Opinion of the court. out the plan, which was sent to all the bondholders for their approval. Suppose that is so, still it is insisted that the indenture is the only evidence of the contract between the parties, but it is too late to advance that proposition, as all the other instruments are before the court without objection, and several of them were introduced by the complainant as exhibits to the bill of complaint. Seasonable objectious, however, could not have availed the complainant if they had been made, as it is well-settled law that several writings executed between the same parties substantially at the same time and relating to the same subject-matter may be read together as forming parts of one transaction, nor is it necessary that the instruments should in terms refer to each other if in point of fact they are parts of a single transaction.* Until it appears that the several writings are parts of a single transaction, either from the writings themselves or by extrinsic evidence, the case is not brought within the rule, as it may be that the same parties may have had more than one transaction in one day of the same general nature. Doubt upon that subject, however, cannot arise in this case, as the due relation of the several writings to each other is conceded by both parties. Standing alone it may be admitted that the indenture furnishes some support to the views of the complainant, but it is clear that all ambiguity disappears when it is read in connection with the writings which preceded and followed it in respect to the same subject-matter. Ample justification for that remark is found in the plan which preceded it and which was approved and signed by all the bondholders, and in the form prepared for the certificate of the preferred stock which was adopted subsequently to the execution of the indenture, and which was accepted by all the holders of the *Cornell v. Todd, 2 Denio, 133; Jackson v. Dunsbagh, 1 Johnson's Cases, 91; Stow v. Tiftt, 15 Johnson, 463; Railroad v. Crocker, 29 Vermont, 542; Sturge v. Railway, 7 De Gex, Macnaghten & Gordon, 158; Jackson v. McKenny, 3 Wendell, 233; Hull v. Adams, 1 Hill, 601. † Cornell v. Todd, 2 Denio, 133. Statement of the case. preferred stock as a complete fulfilment of the arrangement between them and the company. Holders of preferred stock, as there provided, are entitled to receive all the net earnings of the company which may be divided pursuant to the indenture in each year up to $7 per share, and to share in any surplus beyond $7 per share which may be divided upon the common stock, which in substance and legal effect is the same regulation as that contained in the circular or plan, and all the other writings upon the subject which were given in evidence at the final hearing.* Viewed in any reasonable light the court is of the opinion that the decision of the Circuit Court is correct, and that there is no error in the record. DECREE AFFIRMED. OULTON V. SAVINGS INSTITUTION. 1. Under the 110th section of the internal revenue act of 1864, as amended by the act of July 13th, 1866, taxing deposits in banks, an entry made -in the depositor's pass-book of a deposit or payment, is "a certificate of deposit," or "check," or "draft" within the meaning of the section. 2. Under, the proviso to that section, savings banks are not exempt from taxation if they have a capital stock, or if they do any other business than receiving deposits to be lent or invested for the sole benefit of the person making such deposits. 3. The fact that, by an agreement between the savings bank and the depositor, money deposited with the bank shall be reimbursed only out of the first disposable funds that shall come into the hands of the bank after demand, being a regulation adopted but for an emergency, and not such as essentially impairs the just claim of a depositor, does not change the case. ERROR to the Circuit Court for the District of California. The German Savings and Loan Society, at San Francisco, California, brought a suit in the court below against Oulton, collector of internal revenue, to recover back a tax of th * Bailey v. Hannibal and St. Joseph Railroad Co., Dillon, 176. Statement of the case. of 1 per cent. per month, for moneys deposited in the savings bank during the month of August, 1870. The case was thus: The 79th section of the act of June 30th, 1864,* as amended by an act of July 13th, 1866,† enacts: "That every incorporated or other bank, and every company having a place of business where credits are opened by the deposit. . . of money or currency subject to be paid . . . upon draft, check, or order, OR where money is advanced or loaned on stocks, bonds, bullion, bills of exchange or promissory notes. . . shall be regarded as a bank." The 110th section of the same act as amended in the same way, enacts: "That there shall be levied, collected, and paid a tax of th of 1 per cent. each month upon the average amount of the deposits of money, subject to payment by check or draft, or represented by certificates of deposits or otherwise, whether payable on demand or at some future day, with any person, bank, association, company, or corporation engaged in the business of banking." But this section contains a proviso, thus: "Provided that the deposits in associations or companies, known as provident institutions, savings banks, savings funds, or savings institutions, having no capital stock, and doing no other business than receiving deposits to be loaned or invested for the sole benefit of the parties making such deposits, without profit or compensation to the association or company, shall be exempt from tax on so much of their deposits as they have invested in securities of the United States, and on all deposits less than $500 made in the name of any one person." With these enactments in force, Oulton, collector of internal revenue at San Francisco, laid the aforesaid tax of th of 1 per cent. on the loan and savings institution named. The society was organized under a statute of California, "to provide for the formation of corporations for accumula 13 Stat. at Large, 251. † '14 Id. 115. Ib. 136. Statement of the case. tions and investment of funds and savings," &c. It had a capital stock of $100,000, of which $60,000 had been paid in cash, the notes of the stockholders being given for the balance. The capital stock was a part of the security which the depositors had. After paying expenses, 5 per cent. of the net profit of the bank was set aside for a reserve fund, and then 10 per cent. of the remainder set apart for the stockholders, who did not otherwise share in the dividends. And the reserve fund and the interest thereon was lent out and disposed of in the same manner as the deposits, and was kept in the same manner as the capital stock, as security for the depositors. The bank received deposits, lent the money so deposited, and repaid it, together with the dividends arising from the interest on loans, to depositors, in accordance with the terms, conditions, and plans stated in a prospectus issued by the bank to depositors in a pamphlet, and an agreement thereto appended, which every depositor, upon making a deposit, signed. Among these terms and conditions were these: "All moneys now or hereafter deposited by me, shall be reimbursable only out of the first disposable funds that shall come into the hands of the corporation, after the date of any demand for the reimbursement thereof, and after payment of all sums for the reimbursement of which demand shall have been made prior to the date of my demand. "The corporation will only engage to repay depositors when there is money on hand which the board of directors may not deem it necessary to reserve for other payments. "When there is not money enough on hand to repay all the deposits applied for, the directors shall make no new loans nor investments until there is again sufficient money on hand to meet the current applications; and if the demand shall, in their judgment, become excessive or general, they shall have power to set aside all applications previously made which may not have been satisfied, and to order an apportionment of all the funds, as they may be got in, and at such short intervals as they may |