This is an action at law brought by the plaintiff in error, a citizen of Massachusetts, against the defendant in error, in the supreme judicial court of that state for the county of Suffolk, and removed by the defendant, a corporation and citizen of the state of Illinois, into the circuit court of the United States for that district. The New York, New England & Western Investment Company is a corporation chartered by the state of Illinois under the name of the Edgar County Land & Loan Company, its name having been subsequently changed. It has an authorized capital stock of $100,000, subject to be increased to $200,000. Its powers were conferred by the third section of an act approved March 8, 1867, which reads as follows:
'Sec. 3. The said corporation shall have power to borrow money, and to receive money in deposit, and pay interest thereon, and to loan money within or without this state, at any rate of interest not exceeding that now or hereafter allowed by law, to private individuals, and to discount loans, and in computation of time thirty days shall be a month, and twelve months a year, and to make such loan payable either within or without this state, and to take such securities therefor, real and personal, or both, as the directors and managers of said corporation shall deem sufficient, and may secure the payment of such loans by deeds of trust, mortgages, or other securities, either within or without this state; may but and sell negotiable paper or other securities; may open and establish a real-estate agency; may purchase and sell real estate, and shall have power to convey the same in any mode prescribed by the by-laws of such corporation; may accept and execute all such trusts, whether fiduciary or otherwise, as shall or may be committed to it by any person or persons, or by order of any court or tribunal or legally constituted authority of the state of Illinois, or of the United States, or elsewhere; may make such special regulations in reference to trust funds, or deposits left for accumulation or safe-keeping, as shall be agreed upon with the depositors or parties interested, for the purpose of accumulating or increasing the same; may issue letters of credit and other commercial obligations, not, however, to circulate as money; and may secure the payment of any loan made to said company in any way the directors may prescribe.'
The home office of the company was at Chicago but a branch was established in New York city, which became, and was at the time of the transactions in question in this suit, the main office, at which its business was chiefly transacted. The company also directed the establishment of branch offices at Philadelphia and Boston. The relation between the defendant and the plaintiff grew out of a contract entered into between them, having in view the establishment of the office in Boston. A contract in writing was entered into between them on the seventeenth day of December, 1879, the substantial parts of which are as follows:
The plaintiff Hubbard agreed 'to open and take charge of a branch office of said corporation at Boston, Massachusetts; to devote his best energies and time to the interests of said corporation, as far as may not be inconsistent with a due regard for the interests of such legal clients as he may have from time to time, always considering his duties towards said corporation as of the utmost importance; to use his best endeavors to place in New England, where it may be of greatest advantage to said corporation, twenty-five thousand dollars ($25,000) of the capital stock of said party of the first part, and generally to do and perform (within his 'division,' so called) all acts for the furtherance of the interests of said party of the first part as shall be consistent with honor, honesty, equity, and fair dealing.'