DISSENTING- OPINION.
VALLIANT, C. J.I am unable to concur in affirming this judgment,, and, as briefly as possible, I ' *367will state my reasons. I am satisfied from the evidence that at the time the lease in question was surrendered, the Transit Company was insolvent and the lease was of no value.
The point is made that since each of these two •corporations was in the hands of a board of directors that was composed of the same individuals who composed the board of directors of the other, the two corporations through their respective boards could make no contract with each other because, they say, individuals cannot deal with themselves, that there are no two minds to meet, but it is one mind dealing with itself. It is true the directors of one of these companies were the directors of the.other, and to a considerable extent, though not entirely, the stockholders ■of one were the stockholders of the other. But if we should say that because of that fact any attempted contract between the two corporations was void, then we should have to say also that the lease was void to begin with. The United Railways Company had acquired by purchase several street railroads in St. Louis and their equipments, and the stockholders conceived the idea that they would organize another corporation to take the active management and operation of these railroads, and, to that end, grant to the corporation .so to be organized a long lease of all the roads and their equipments. This was done, the stockholders in the United Railways Company taking the stock, or the most of it, in the new corporation, and on its organi-sation electing for its directors the individuals who were the directors of the Railways Company. Then this lease was executed; the Transit Company took ■possession of the railroads and their equipments, together with a large amount of cash and bonds, and for •.several years operated the roads. Thus far it is not ■claimed that there was anything illegal in the transaction. A contract of that character is expressly authorized by the statute under which these two corpo*368rations were organized (see. 1187, R. S-. 1899), and it lias been declared by this eonrt that this is a lawful and valid contract. [Moorshead v. Railways, 203 Mo. 121.] If these two corporations with their intimate relation to each other could lawfully make this contract of lease it cannot be said that their intimate relation prevented them from contracting with each other to surrender the lease. The most that can be claimed by the plaintiff is that the intimate relation of the corporations to each other renders their dealings with each other liable to suspicion, calls for close scrutiny and throws the burden on the defendant to show that the transaction was free from fraud. But, if that burden was cast on the defendant I think the record shows that the defendant has borne it successfully. By the great preponderance of the evidence, as I read it, the defendant has shown that at the time of the surrender of the lease the Transit Company was insolvent and the lease was without value. It is true the witnesses testifying to that condition were interested, but no voice was raised to challenge their character as men worthy of belief. They are men of intelligence and large business experience and they were testifying in relation to a matter concerning which they had personal knowledge. If we should set aside their testimony now on the sole ground that they are interested, we would disregard our statute which enables a witness to testify notwithstanding his interest. I well know how apt the mind of a witness is to be influenced, even unconsciously, by his interest, and particularly so when he gives only his opinion. But these men were not merely giving their opinions, they were dealing with figures and facts within their knowledge. And we must either believe them or discredit them on the ground that their minds were so clouded by their interests that they did not know what they were talking about. There is nothing in *369this record that would justify discrediting these witnesses.
The point is made that in estimating the indebtedness of the Transit Company at the time of the surrender of the lease the great amount of money borrowed by the company and expended by it in extending and improving the railroad and its equipment is taken into account and that the property is turned hack to the lessor with those betterments. That is so, hut in the contract surrendering the lease, the Railways Company assumes that debt. Besides, it was a debt for which the Transit Company alone was liable and one which it had the legal right to contract. Unless it could be shown that the debt was incurred and the betterments made with a fraudulent purpose the plaintiff has no right to complain of it. No such fraudulent purpose appears in this record.
In the brief of the leading counsel for respondent he gives the names of two witnesses as the only witnesses for the plaintiff on the value of the leasehold; these he puts forward as experienced and disinterested witnesses. One of these witnesses gives it as his opinion that the lease at the time of its surrender was worth $32,000,000, the other that it was worth from $3,000,000, to $4,000,000. The testimony of those two witnesses, considered together, leaves us lost in the wilderness, groping between $3,000,000, and $32,000,-000. If the estimate of either is even approximately correct that of the other is a wild guess. It is impossible that either of these two intelligent, honest and disinterested men could have entertained the opinion expressed by him if he was given reliable data on which to base an opinion. They are both plaintiff’s witnesses, relied on by him and put forward as capable and reliable, and they are the witnesses whom the plaintiff asks the court to believe instead of the wit*370nesses for the defendant against whom nothing can be said except that they are interested.
I think the judgment was for the wrong party and ought to be reversed.