The gravamen of the bill is, that the certificate of deposit was not founded on an actual deposit of money by the appellee with the appellant, Hart; that it was evidence only of the fact that premiums on life policies issued by the appellee to the appellants, severally, were in the hands of a local board of trustees established by the appellee at Eufaula, to be by them loaned or invested. The appellants were induced to take these policies on representations made by the appellee through its agents; that these premiums should not be withdrawn from the control of this local board; that the agreement thus made has been broken by the appellee, and it is seeking to withdraw the premiums *498from the control of the local board, and to apply it elsewhere to other purposes; that the corporation has, in effect, been dissolved for all purposes but liquidation, and refuses to continue the policies of insurance, proposing a reinsurance in another company.
If these facts are available as a defense, they were cognizable in the suit at law. The appellant, Hart, was the agent of the other appellants, and the treasurer and secretary of the board at Eufaula. With him, as with the other appellants, the contract was made, and to him and them the representations were made, from which it is averred the appellee is departing. If the inability and refusal of the appellee to continue the policies, constituted a ground for recission of the contract of insurance, as there is authority for holding, (McKee v. Phœnix Life Insurance Company, 28 Mo. 383,) the appellant, Hart, standing to the other appellants in the relation of agent, could have interposed the defense.
The certificate of deposit in legal effect and operation was the promissory note of Hart, payable to the appellee. It did not estop him at law from proving the real consideration on which it was founded, and that such consideration' had failed, or that it was founded on promises made by the appellee, it was incapable of performing. — 1 Parsons on Notes and Bills, 26 ; Morse on Banks, 52-3. Under our. statute, _(B. C. § 2681,) the consideration of any and every written instrument, the foundation of suit, may be impeached at law, it may be shown to have been made without consideration, or that the consideration has failed, or that the contract of which it forms part, has been rescinded, or that the contract was of mutual stipulations, and the payee has not performed his part of them. — Newton v. Jackson, 23 Ala. 335 ; Litchfield v. Falconer, 2 Ala. 280 ; Corbin v. Sistrunk, 19 Ala. 203 ; Nicholas v. Krebs, 11 Ala. 230.
It is inferrible from the bill defense was made at law, but was not available because of the ruling of the court against its sufficiency. If these rulings were erroneous, a court of equity could not relieve against the judgment. It has no revisory power over the proceedings of a court of law, errors in which must be corrected by appeal. — 1 Brick. Dig. 666, § 378. The judgment at law is conclusive on all these matters averred as grounds of relief, and no ground of equitable intervention is shown as to them.
If the appellants stand in the relation of stockholders to thn corporation, and are entitled to an account of its transactions, and the ascertainment of the share of profits due theuq and to set off such share against the judgment at law, the bill is not so framed as to entitle them to this relief. It *499fails to disclose tbe facts from which it can be inferred there were any profits, or upon tbe basis of wfiicb' an account of tbe transactions could be ordered. A bill in equity must ' state witb certainty tbe complainants title or right to relief, by clear, unambiguous, direct averment, so tbe defendant may be distinctly informed of tbe nature of tbe case be is to meet, and tbe court, if a decree pro confesso is rendered, may be fully apprised of tbe character of tbe final decree it should render. The court must see clearly from tbe averments, there is a case warranting its interference, and these averments must support tbe decree of relief. The allegations of this bill are too vague and indefinite to show that any right tbe appellants may have, authorizes a decree for an account of tbe corporate transactions, or that any benefit would accrue to them from such account.
Tbe decree of tbe chancellor must be affirmed.