Page:Federal Reporter, 1st Series, Volume 7.djvu/417

 EMMA, ETC., 00. (LIMITED) V. EMMA, ETC., 00. OP N. Y. 405 �and upon September 8, 1876, the mine was sold upon that execution, and bought in by the defendant Lincoln, in Park's interest. �The present suit was begun on November 28, 1877. Its object was a rescission of the sale of the mine andother prop- erty, and an accounting by the defendants for the purchase money. The bill of complaint set forth very fully various misrepresentations and concealments which had been prac- ticed in effecting the sale. In particular it alleged that the sale was agreed to on behalf of complainant by a board of directors who werenot the independent representatives of the stockholders, but were eiiher agents of the vendors, or quali- fied as directors by reoeivirig f rom the vendors the requisite; qualification shares, and that some bf.;them had other agree- ments with the promoters of the company which «reated, upon the part of the directors, a personal interest in assentingto the sale inconsistent with their dutyto the corporation. Tho bill farther alleged that the Illinois Tunnel Cfempany settlet- meait was made collusively between; Park and tbaj tunnd. oompany, in reality, f or < a ■ oonsideration smaller than j tha; amount of the notes, and that Park's object; was taacquire some interest of color of title for uomplainant in the ores' claimed by the tunnel company, ^ndth us a void a breaehiof his guaranty of title. It is also alleged in the bill that the advances for paymentiof dividends were made by Park with full knowledge of the f acts, and of the complainant company 's inability to repay them, and were in fraud of the stockhold- ers, being made in ordef to continue the f aise impressions produeed by Park's misrepresentations, and to enable him to dispose of his etock. Judgment was demanded that the sale be rescinded; that the defendants repay to plaintiff the purchase money received by them; and that the de- fendant Park be perpetually restrained from collecting or transferring either of the notes given in settlement of the claims of the Illinois Tunnel Company, and also from cgI- lecting any portion of the moneys advanced by him for the payment of dividends. �Upon motion of the defendant company, Park, and Baxter, ��� �