source: Caselaw Access Project

author: The Chancellor.

license: Public Domain

text:
    JOHN D. HAGER v. EDWIN A. STEVENS, JAMES NEILSON, AND OTHERS.
    1. One stockholder of an incorporated company filed a bill against three other stockholders of the same company, praying an account of all the property bought by them, or either of them, with the money of the company, and of the rents and profits thereof, and all moneys received from the business of the company, and expended in the purchase of property; and that they may account for all breaches of trust as directors, agents, or trustees of the company, and make good all losses incurred thereby; and may account for all moneys made by them, or either of them, by the purchase or sale of any property by the company ; and may be decreed to pay to the. complainant his proportionate share of what may be found due, and of all surplus moneys in the hands of them, or either of them, not required for the business of the company, or to pay the same to a receiver; and that all the property not necessary for the objects of the company may he sold, and the proceeds divided among the stockholders, or paid to a receiver; and that a receiver be appointed of the rents 'and profits of the real estate at Camden, purchased with the funds of the company, and of all other property purchased by them, or either of them, with the funds of the company, without the consent of the company, and not necessary for the objects of the company; and that they may be restrained, by injunction, from selling any real estate purchased with the funds of the company, and from selling any other properly of the company, without the consent of the stockholders, and from managing and controlling the affairs of the company at their will and pleasure, and without the consent of a lawfully-constituted board of directors.
    2. An injunction was allowed, pursuant to the prayer of the bill.
    3. A supplemental bill was afterwards filed, stating other facts, and making -other persons defendants, and praying the same relief against them; and praying that they and the defendants in the original hill may he restrained, by injunction, from disposing of any of the property of the company, and from winding up the concerns of the company, or causing the company to go -into liquidation, without .the consent of the stockholders.

      4. An injunction was also allowed on this bill, pursuant to the prayer thereof.
    5. A motion was afterwards made for the appointment of a receiver, to take charge of certain real estate in Pennsylvania, alleged by the bill to have been purchased with the funds of the company, the legal title to which was in am ither person, and of certain moneys, alleged in the bill to be the funds of ilia company, in the hands of one of the defendants, the use of which the bill alleges he has improperly obtained, and as to which the answer says it wa*s .oaned io him by the board of directors.
    6. The motion was denied.
    Where real estate in another state has been in the use of a corporation of this Btate a number of years, and the situation of it in reference to the legal title has been the same during the time, and the company are in no more dati° gor, in reference to the title, than they have been during the time, and no danger is alleged as to the responsibility of the person in whom the legal title is, a receiver to take charge of it, will not be appointed on the application of one who has been a stockholder of the corporation during ail the time.
    8. Receiver will cot be appointed, on a bill filed by one stockholder of a company against a director of the company, ¡o take charge of moneys alleged to have been improperly received and retained by the said director, no apprehension of loss being alleged in the bill, and the answer alleging that the money was loaned to the director by the board of directors.
    9. Tlie Chancellor intimated that if a large accumulation of property by a corporation should appear to be the result of a fraud on the rights of others not parties to the suit, the court would not become the instrument to distribute the moneys accumulated by such fraud, on the application of one who had been a stockholder of the company from ihe beginning, and cognisant of the fraudulent proceedings which resulted in such accumulation.
    The bill in this case, Sled March 26th, 1847, by John D. Hager, for himself and in behalf of all other stockholders of “ The New Brunswick Steamboat and Canal Transportation Company ” who shall come in, &c., states that the company was incorporated on the 18th of January, 1831; the capital to be employed lor the establishment of a steamboat or boats, a canal boat or boats, to ply on the Delaware river from Philadelphia to Trenton, and from New York to New Brunswick, on the Raritan river, or their waters, and on the waters of any canal that should thereafter be completed, connecting the said rivers, with power to purchase, hold and convey any lands necessary lor the objects of the corporation, with the privilege of taking up or landing passengers, merchandise or other goods and chattels at any intermediate point or points; a share of stock to be $500, and the shares not to exceed 200 ; the capital not to be employed for any purpose not expressly authorized by the act of incorporation; when 50 shares should be subscribed, a meeting of the stockholders might be called at New Brunswick, on three weeks’ notice in the newspapers printed in that city ;and that the stockholders assembled should choose, by ballot, from among the stockholders, five directors for one year thereafter, as follows ; for every share and not exceeding four, one vote; a majority of the directors to be residents of and their office to be kept in this state; and in case of a vacancy in the office of a director, by any means, the remaining directors shall supply the same; the director so chosen to be considered in all respects as if elected by the stockholders. That books of subscription to the stock were opened on the 1st of February, 1831, when th e whole number of shares was subscribed by the following persons: James Bishop, 16 shares; Isaac Fisher, 25 shares; Isaac Fisher for others, 72 shares; Richmond & Hatfield, 8 shares; C. & J. R. Dunham, 8 shares; Lawrence Fisher, 25 shares; Miles C. Smith, 16 shares; John D. Hager, the complainant, 30 shares; and that $125 was paid in on each share at time of subscription, making $25,000.
    That the company was organized and carried on the business of transporting passengers and merchandise between the cities of New Brunswick and New York,, with their steamboat Napoleon.
    That at the time, Edwin A. Stevens, James Neilson and others were interested in a line of steamboats which also plied between New Brunswick and New York for the transportation of passengers and merchandise and other freight.
    That on or about May 1st, 1831, Neilson commenced a negotiation with the directors of this company, or some of them, for the purpose of obtaining the control of this company,, which negotiation was subsequently concluded by said E. A. Stevens . and that the directors and stockholders of this company transferred to Stevens and Neilson, or to such persons as they directed, more than half of the shares of stock subscribed as aforesaid ; and that the said stockholders, in pursuance of said arrangement, on the 16th of May, 1831, elected the said Stevens and Neilson, and their friend and associate, George Abbe, (with whom they were concerned or interested in the transportation of goods and merchandise between New York and Philadelphia,) as directors, in the room and stead of James Bishop, Charles Dan-ham, and Frederick Richmond ; and the said stockholders did also, at the said meeting, elect Miles C. Smith and Isaac Fisher directors.
    That, so far as the complainant is informed and believes, the principal, if not the only inducement which operated on the stockholders to dispose of a majority of their stock to said Stevens and Neilson and their associates, and to give up the control of rhe company to them was, either a threat or intimation of Stevens, or a well-grounded apprehension, that if they did not accede to his request, he would break them down, by reducing- the fare in the steamboats then running between New Brunswick and New York so low that the company must be broken down.
    That, after Stevens, Neilson, and Abbe were appointed directors, there was bat one meeting of the board of directors in 1831, which took place on the 29th of October of that year, at which meeting a dividend was declared of $25 on each share of stock.
    That, on the 15th of February, 1833, at a meeting of the directors, at which Stevens, Neilson, Smith, and Fisher were present, a dividend was declared on the earnings of the Napoleon and of the sloop James Sennet, of $55 on each share, which was paid to the stockholders.
    That, at a meeting of the stockholders on the 17th May, 1834, a proposition was made by Stevens to assoéiate David 8. Hill, Benjamin Fish, George J. Abbe (who at that time were concerned in the Union Transportation Line) and others in this company, and that they should be allowed to hold the balance of the capital stock not yet paid in, or such proportion of it as might be agreed on by Stevens, to enable him to associate the said Hill, Fish, Abbe, and others in the company. That the stockholders agreed to the said proposal, and thereupon agreed each to surrender his proportionate number of shares, and the following stockholders, namely, Smith, J. Neilson, Stevens, Hatfield, A. S. Neilson, Fish, Fred. Richmond, Hager, Hoagland, Bishop, and George Richmond signed an agreement in writing to surrender their proportionate number of shares.
    That, at a meeting of the stockholders at New Brunswick, on the 5th of December, 1835, E. A. Stevens made a report to the said stockholders, that he had agreed with Hill, Fish, and Abbe and others, to become associate owners in this company to the amount of 100 shares of the stock, and, thereupon, the said stockholders signed a recommendation to the stockholders to comply with the said arrangement, by transferring half of their respective shares to E. A, Stevens, as attorney for said persons. This recommendation was signed by E. A. Stevens, Smith, J. Neilson, Bishop, I. Fisher, A. S. Neilson, Hager, Hatfield, C\, Richmond, and L. Fisher.
    That, under said agreement, Stevens did not associate a single individual, or transfer a single share to any person who was not either a director or stockholder in the Camden and Amboy Railroad and Transportation Co., or in the Delaware and Raritan Canal Co., or in the employ of said companies, or one of them, or interested in the Union Line, or Union Transportation Line ; and that all others were designedly excluded by Stevens, and for the purpose, as the complainant charges, of so managing the affairs and business of the said Camden and Amboy Railroad and Transportation Co., and Delaware and Raritan Canal Co., as to make the business of transporting goods, &c., on the said railroad and canal to enure to the benefit of the holders of the stock of the said “ The New Brunswick Steamboat and Canal Transportation Co.,” and to prevent persona not connected with said railroad and canal co. from knowing or obtaining any information of the business of the New Brunswick Steamboat and Canal Transportation Co. And, as evidence of such design and intention, the complainant states, that A. Decker, who was brought into this New Brunswick company as a stockholder, was the agent of the Union Transportation Line in the city of New York ; that Philip Kipp, brought in by Stevens as a stockholder, was an engineer in the employ of the Camden and Amboy Co., and that William Cook, so brought in, was an engineer on said road; and that William J. Wilson, J. H. Dallas, James Lefevere, A. Jenkins, and M. C. Jenkins, so brought in as stockholders in this company by Stevens, were the proprietors of the Union line, under the control and direction of Stevens and his associates; and that Fish and Abbe, also so brought in as stockholders, were proprietors of the Union Transportation Line between New York and Philadelphia, and that William Gubriek, also brought in, was a proprietor in what was called ihe Citizens5’ Line, which, at one time, ran a line of steamboats and stages in opposition to the Union Line, and had, about the time of this negotiation of Stevens for the control of the stock of this company, ceased its opposition and entered info some arrangement with, or become merged in, the Union Line, or somehow inEeresicd iu the same.
    That- on the 13th October, 1834, ihe board of directors of the Camden and Amboy Railroad and Transportation Co,, at a meeting held at Borden town, passed fne following resolution ; “ Resolved, That E. A. Stevens be authorized to consummate an arrangement with the New Brunswick Steamboat aad Canal Transportation Co., for the transportation of merchandise over che Camden and Amboy Railroad, on the following terms, viz. s the said company to pay to the Camden and Amboy Railroad Co. eight cents per ton per mile for tolls, locomotive power and cars, upon all merchandise passing across the road ; and to charter to said New Brunswick Co. the steamboat Thistle, at $2.76 per ton for the freight she may carry between South Amboy and New York. The said New Brunswick Co. also agree to convey, and be at the whole expense of conveying, the mail between Philadelphia and New York, and to pay the Camden and Amboy Railroad Co. $8000 per annum, the Railroad Co. furnishing the locomotive, cars and steamboats on the Delaware necessary for transporting the mail and passengers between Philadelphia and South Amboy ; and also agree to pay to the Camden and Amboy Railroad Co. $3 for each passenger conveyed in the mail cars across the road; all way passengers in proportion ; the boat to be insured by the charter-party. The abo.ve resolution, as it respects the mail, is subject to the concurrence of the contractors and the Post Office Department; should they not agree to transfer the contract to the New Brunswick Co., then the said New Brunswick Company agree to convey the mail from South Amboy to New York for $8000 per year j” that the said resolution of the Camden and Amboy Railroad Co., though passed October 13th, 1834, was not communicated to the board of directors of the New Brunswick Co. until March 23d, 1835, when it was communicated to said board by presenting a letter from James Neil-son to E. A. Stevens, dated as aforesaid, containing a copy of the same, which said resolution was, at the request of Stevens, entered in the minutes of the New Brunswick Co.
    That, on the 25th of August, 1835, at a meeting of the board of directors of the New Brunswick Co., at which Smith, James Neilson, E. A. Stevens, Abbe and Fisher were present, one Henry R. Swan was appointed general agent of the New Brunswick Co., at a salary of $1000 a year.
    That, at a meeting of the board of directors of the New Brunswick Co., in the city of New York, on the 4th of May, 1836, the following resolution was passed and entered on the minutes: “Resolved, That Messrs. Abbe and Fish be allowed at the rate of $1500 a year, from March 1st, 1836, for their services as agents, in conducting the railroad transportation business.”
    That the service rendered by Abbe and Fish, as agents, the bill charges, was as agents for the New Brunswick Co., in the transportation of merchandise and passengers on the Camden and Amboy Railroad, and that the New Brunswick Co., by appointing said agents, and by paying their salaries, recognized the contract between them and the Camden and Amboy Railroad Co., above set forth ; that at the time of the said resolution for paying Fish and Abbe for their services as agents, as aforesaid, E. A. Stevens and James Neilson were present, and voted for it.
    That the said New Brunswick Co. are not authorized, by their charter, to engage in the business of transporting goods, merchandise or passengers, or to transport the mail on the said railroad, or to employ any of their capital for that purpose, and that said Stevens and Neilson committed a breach of trust and violation of their duty, as directors of the New Brunswick Co., in entering into any arrangement in behalf of said company to do so, and to pay any of the funds of the New Brunswick Co. to said Fish and Abbe, for their services as agents of said New Brunswick Co., in such transportation on said railroad.
    That when the said resolution was passed by the board of directors of the Camden and Amboy Co., Stevens was a director of said company, and the active agent and superintendent of the business thereof; and the said James Neilson was a director, or treasurer, or both, as well as a stockholder in the Delaware and Raritan Canal Co., the stock of which had, by an act of the legislature, passed February 15th, 1831, been consolidated with the stock of the Camden and Amboy Railroad Go., and the stock of the two last-named companies made joint stock.
    That on the 16th of January, 1836, at a meeting of the board of directors of the New Bruswick Co., at New Brunswick, at which E. A. Stevens, James Neilson and Isaac Fisher were present, the accounts of the treasurer were duly examined and audited, and ascertained to be correct; and it was resolved that the amounts of the receipts and expenditures, from the books of the treasurer, be entered in the book of'minutes, which was done, as follows :
    The amount received for freights and passengers as per treasurer’s books...... ......... .................... $25,519 76
    To expenditures for sundries...... .................... 14,657 77
    By amount received from H. R. Swan, on account of transportation............ ........................ $9,706 46
    To amount paid for barges......... .....$38,133 26
    To cash received on stock subscribed......... ............$18",259 01
    Sale of sloop J. Bennet, 2,400 00
    Jas. Neilson’s note........ 2,000 00 22,659 01 15,474 25
    Balance in treasurer’s hands.......................... $5,115 20
    That, immediately following the account above stated, there was entered in the book of miuutes of the New Brunswick Co. the following resolutions, viz., “ Resolved, That the above balance be retained in the hands of the steamboat Napoleon.
    i* Resolved, That H. R. Swan be requested to settle with Hill, Fish and Abbe for the year 1835, in accordance with the agreement made December 29th, 1834, with them, as entered on the book of minutes of that date.”
    That the sum of $9706.46, stated in the above account to have been received from H. R. Swan on account of transportation, was the receipts on account of moneys received by him, as agent of the New Brunswick Co., for the transportation of goods and merchandise across New Jersey on the Camden and Amboy Railroad, and paid to him by their agents, Hill, Fish and Abbe, for the year 1835.
    That there is no agreement with Hill, Fish and Abbe, entered in the minutes of the board of directors, under the date of December 29th, 1834, or any other date, or any such agreement entered in the minutes of the said board.
    That after the transfer of the one-half of the respective shares of the stockholders, as aforesaid, to said E. A. Stevens, as attorney for Hill, Fish, Abbe and others, as aforesaid, Stevens assumed the control of the company, and, by means of a majority of the stock of the company, which, by the said arrangement, he secured to himself and brothers, Robert L. and John C. Stevens, and to the following directors of the Delaware and Raritan Canal Co., viz., Robert F. Stockton, John Potter, James Neilson and John R. Thomson, secretary of the joint companies aforesaid, he, the said E. A. Stevens, was enabled to elect such directors of the New Brunswick Co. as he thought proper; and thereby has ever since continued to control the action of the said company, to suit his own views and purposes.
    That after Stevens and his associates were elected directors of the New Brunswick Co., he took from the Union Transportation Line the business of transporting goods and merchandise between New York and Philadelphia, on the canal and on the Camden and Amboy Railroad, and gave it to the,New Brunswick Co., and appointed, or caused the said Fish and Abbe to be appointed agents for conducting the railroad transportation business.
    That at a meeting of the directors of the New Brunswick Co., held in New York, May 4th, 1836, it was resolved that Messrs. Abbe and Fish be allowed at the rate of $1,500 a year from March 1st, 1836, for their services as agents in conducting the railroad transportation business; also, Resolved, That should Messrs. Abbe and Fish not accept the said terms, that then their accounts be settled for the months of March and April, 1836, and that the same amounts be allowed them for their services as they received for the year 1835, to wit:

      Whole amount received.............................. 6,811 51
    Refunded ......... .................................. ... 2,212 04
    12 months $14,602 47
    Per month. $1,216 87
    Per month for each.......................... _____.......... $402 29
    , That at a meeting of the directors of the New Brunswick Go.,
    held in New York, December 30th, 1836, the following resolutions were passed, viz,;
    “After due consideration upon the application of Morris Buekman for the purchase of ten coal barges, it was resolved to offer him the said ten barges at less than cost, viz., $33,000, the payments to be made as follows :
    “ One-fourth, viz., $8250, cash, upon signing the articles.
    “ One-fourth, do. $8250, on the 1st of January, 1838.
    “One-fourth, do. $8250, on tiie 1st of January, 1839.
    “ Oiie-foui’th, do. $8250, on the 1st of January, 184.0.
    “The ¡Tree last payments to bo satisfactorily secured.”
    “ Resolved, That upon these terms the company will purchase 20,000 tons of coal, at circular prices; the coal to remain in possession of the company until other satisfactory security be substituted for it.
    “ Resolved, That it be understood that the said ten barges are to be confined to the carrying of coal, and in no wise to interfere with the transportation business of the company.

      “ Resolved, That Miller & Bancker, G. IF. King & Co., be offered to continue the association in the canal transportation business, upon the same terms as they were conducted during the season of 1836.
    “ Resolved, Thai the rates of towing the barges of A. B. Cooley and associates be tiie same as charged Miller & Bancker and G. F. King & Co. on each boat, provided that the company can. depend upon a regular number each week, in order to make the necessary arrangements for steam.
    “ Resolved, That the secretary be requested to inform Morris Buckman, Miller, Bancker & Go., and A. B. Cooley and associates of their respective resolutions.
    “ Resolved, That, a dividend of $40 a share upon the stock of the company be declared, and paid to the stockholders by the treasurer, on and after January 1st, 1837.”
    That, on or about January 1st, 1837, some arrangement was made by Stevens, for or on behalf of the New Brunswick Co., and the directors of a company called the Merchants’ Line Company, the nature and particulars of which the complainant is ignorant of, except so far as they are disclosed by the following resolutions entered on the book of minutes of the board of directors of the New Brunswick Co., over the date of February 1st, 1837.
    At a meeting of the directors of the Merchants’ Line Company, the following resolutions were adopted, viz.:
    First. That the line shall be called hereafter the Merchants’ Line, conducted exclusively at New York by Miller & Baucker, and at Philadelphia by C. & F. King.
    Second. That the line shall be conducted from New York, from piers Nos. 2 and 6, North River, at a yearly rent of whatever may be paid for said piers and wharves, deducting all rents and wharf-age collected, including’ store-house, No. 31 Washington street, and at Philadelphia, No. 19 South Wharves, at a yearly rent of wharves and office of $2800 ; and is understood that all wharf-ages and storages collected shall be deducted from rent paid.
    Third. That the settlement of line shall take place at Borden-town, monthly, on all way-bills of the lines, and vouchers and a list of uncollected bills to be presented at each meeting. Regular monthly pay roils to be made out for monthly laborers and clerks, and be by them receipted.
    Fourth. The New Brunswick Steamboat and Canal Transportation Co. shall tow one or more barges from each city every other day, at $25 per passage, and that all light boats shall be half price.
    Fifth. That the barges of each line shall be kept in good order by their respective owners.
    Sixth. That the proprietors of each line shall put in the line an equal quantity of barges.
    Seventh. That this arrangement shall go into effect on the 1st day of January, 1837, and shall continue for one year.
    Eighth. That the earnings of the line shall be equally divided and all responsibilities equally borne.
    Ninth. That all clerks employed in the Merchants’ Line, also captains employed in barges, pass free from city to city.
    Tenth. That the New Brunswick Co. famish, at each end of the line, a competent clerk to take charge of the books of the Merchants’ Transportation Line, under the direction of Messrs, C. & F. King and Miller &Bancker.
    C. & F. King.
    MiijI.br & Banckee.
    EL R. Swan, for New Brunswick Steamboat and Canal Transportation Company.
    New York, February 1st, 1837.
    That at a meeting of the directors of the Now Brunswick Co., held at Spotswood, January 23(1, 1838, at which E. A. Stevens, James Neilson, Miles C. Smith and Isaac Fisher were present, the following entry was directed to be made in the minutes of the board, viz,: The accounts of the treasurer were duly examined and found to be correct, when it was resolved that the receipts and expenditures be entered in the book of minutes of the secretary.
    The amount received for freight and passengers of steamboat Napoleon, per treasurer’s books, 1836 and 1837..... $40,808 37
    The amount of disbursements for 1836 and ’37... 27,562 10
    $13,246 27

      Resolved, That a dividend of $40 a share of said company be declared and paid to tiie stockholders from the above earnings, by the treasurer, on the 1st of February, 1838.
    The bill states that the above statement of the receipts aud disbursements for the years 1836 and 1837, was handed by E. A. Stevens to the complainant, who was at that time secretary of the board of directors of the New Brunswick Co., with a request that he should enter the same in the minutes of the board and that he, the complainant, entered the same accordingly, supposing at the time that the same was correct; but he has since discovered that the said statement is entirely incorrect: and that the receipts of the Napoleon for 1836 were $25,116.85, and for 1837 $28,540.57, being for the said two years, $53,657.42, instead of $40,808.37; which, after deducting the disbursements for those years, as stated in said entry, and also the dividend of $40 a share on 200 shares, ordered to be paid on the 1st of February, 1838, would leave in the treasury on that day a balance of $18,095.32, instead of $5246.27, the balance, according to the erroneous statement, entered in said book of minutes by order of said E. A. Stevens.
    That on the 7th of May, 1838, at a meeting of the stockholders of the New Brunswick Co., held at New Brunswick, Edwin A. Stevens, James Neilson, Miles C. Smith, Isaac Fisher and Ira Bliss were elected directors for the ensuing year; and that the said Ira Bliss was then and still is a clerk in the employ of the Camden and Amboy Railroad and Transportation Co.
    That the complainant has been informed and believes, that there has never been any election of directors made by the stockholders of the New Brunswick Co. since 1838 ; and that said Stevens and Neilson designedly omitted to hold any election for directors, for the purpose of perpetuating the control of the said E. A. Stevens.
    That the complainant believes that the others persons alluded to by Stevens in his said report made December 5th, 1835, were Robert L. Stevens, Robert F. Stockton, John Rotter, John R» Thomson and John C. Stevens; that these persons, together with said James Neilson and Benjamin Fish, (one of the firm of Hill, Fish & Abbe,) were all at the time directors either of the Camden and Amboy Railroad and Transportation Co., or of the Delaware and Raritan Canal Co., and controlled the concerns of said joint companies according to their own discretion; they either owning or controlling a majority of the stock of said joint companies, and electing such directors as they saw proper. And the complainant states, as a reason for his belief, that it appears by the books of the treasurer of the New Brunswick Co., previous to the year 1839, that Robert L. and E. A. Stevens were the owners of 50 shares of the stock of that company ; Robert F. Stockton of 22 shares; John Potter of 20 shares ; James Neilson of 12 shares; Benjamin Fish of 6 shares; John R„ Thomson of 5 shares; John G. Stevens, 4 shares — in all, 119, of the 200 shares of the New Brunswick Co., owned by the said directors of the said joint companies.
    That a considerable number of the remaining shares of the stock of the New Brunswick Go. were held by the agents, engineers, or clerks of the said joint companies, or by persons otherwise interested in the said joint companies, as by a list of the stockholders of the New Brunswick Co., annexed to the bill, will appear.
    That the complainant was appointed secretary of the board of directors of the New Brunswick Co. at the first organisation of the board, in 1831, and continued to act as such till April, 1839, and to enter the transactions of said board, and to keep the book of minutes in his custody; but that some time in said year, Miles C. Smith, president of the company, applied to him and told him that James Neilson wanted to borrow the book of minutes from the complainant; that the complainant, believing that Neilson wanted the boob for the said E. A. Stevens, replied that if they got the book, it would not be returned, and, so believing, he did not, at that time, deliver the book of minutes to said Smith. But, soon after said application to him, he, the complainant, bought a blank book, and copied into it the minutes of the proceedings of the company from the original book of minutes, and, after he had transcribed the whole of the minutes into the blank book, he delivered the said copy to the said Smith, who, as the complainant was informed ■ and believes, handed it to Neilson, who delivered it to said E. A. Stevens; but the complainant kept the original book of minutes, and still keeps the same in his possession, ready, &o., and to which he refers.
    That the book he so delivered has never been returned to the complainant, and he has never been able to obtain possession of it, though, as such secretary, he was entitled to the custody of it, and though, as he believes, he is still the secretary of the company, and has no knowledge that he has ever been turned out of his said office, or that any other secretary has been appointed.
    The complainant believes and charges that Smith delivered the said book to Neilson, and that Neilson, shortly after, delivfired it to E. A. Stevens; that, since that time, he has been able to procure but littl information in relation to the proceedings of the company, and that he has not been requested to attend, as secretary, any meeting from the time he delivered the said book of minutes to said Smith, and he believes the reason is because Stevens manages, controls, and directs the business of the company at his will and pleasure, and because he wishes to keep secret the proceedings of the company, and that when he calls in two other directors, it is only as matter of form, to ratify what he has already done, or determined to do.
    The bill states that Stevens refuses to give the complainant any account or information as to the manner in which he conducts the aifairs of the company, and that he claims a right to conduct them in his own way, and not to give any account of his proceedings, under pretence that he represents the stock of a majority of the stockholders.
    That since Stevens has had the control of the company, he has expended, or caused to be expended, very large sums, some for the purposes of the company, and some for purposes wholly foreign to the objects of the company, and without rendering any account to the stockholders or to the board of directors of the company, and without causing the same to be entered in the minutes of the company.
    That he purchased with the funds of the company, and without the consent of the stockholders, four iron steamboats, for $42,703.63 — a larger sum than they were worth — which were bought, as the complainant is informed and believes, of Robert E. Stockton, who acted as a director and stockholder in said company at the time; and the complainant believes and charges, it was not necessary for the purpose of carrying on the legitimate business of the company, that said boats should be purchased at the time they were purchased.
    That said Stevens, between April 1st, 1835, and April 1st, 1846, purchased, with the funds of the New Brunswick Co., and without the consent of the stockholders, a steamboat called the Raritan, at about $50,000; three schooners, called the Delaware, Porpoise, and Whale, at about $2500 each, and one iron steamboat, called the Mars, at about $9000; fifteen freight barges, at about $3000 each, sixteen coal barges, at about $2000 each, and one steamboat, called the Hornet, at about $16,000.
    That the only kind of boats which the New Brunswick Co. arc authorized by their charter to buy, bold or employ, are either steamboats or canal boats; and that, since their purchase by said Stevens, he has caused the said schooners to be employed in carrying freight between Amboy and New York; and that since April, 1846, two of said schooners have, by the direction or consent of Stevens, been employed in carrying freight between South Amboy and New York. That such purchase and employment of said three schooners was a breach of trust in Stevens, and a violation of his duty as a director of said company.
    That the complainant believes and charges, that the said three schooners were purchased by Stevens for the purpose of enabling him to carry into effect the illegal contract entered into between the Camden and Amboy Railroad and Transportation Co. and the New Brunswick Co., and consummated by said Stevens and herein before related.
    That the New Brunswick Co. are only authorized to employ their boats and steamboats between Philadelphia and New York and the intermediate ports; but that Stevens, in violation of his duty as a director, and of the provisions of the charter of the New Brunswick Co., has caused the said iron steamboats belonging to the company to be employed in the transportation of goods and merchandise between Philadelphia and Albany, and Philadelphia and Hartford.
    That Stevens purchased, or caused to be purchased, without the consent or knowledge of the stockholders of the New Brunswick Co., with the funds of the said Company, certain real estate in Philadelphia, called the Walnut street property, and caused the title thereof to be vested in one of his brothers, (under pretence that the company could not hold real estate in Pennsylvania'). That the said real estate was not necessary for the objects of the incorporation, and that the purchase thereof, with the funds of the company, was a breach of trust and violation of the duty of said Stevens as a director of the said company.
    That Stevens bought, with the funds of the company, and without the knowledge of the stockholders, certain real estate in Bristol, Penn., consisting of two houses, not necessary for the objects of the incorporation, and caused the deed for the same to be made to Benjamin Pish, under the same pretence, and that this purchase was, also, a breach of trust in him, and a violation of his duty as a director.
    That, in or about the year 1840, the said Stevens, as sole manager and superintendent of the New Brunswick Co., or he and Neilson and Thomson, or some other director instead of Thomson, loaned to said Stevens, as an individual, the funds of the New Brunswick Co. to the amount of $14,400, or some other large sum, and took, as the complainant believes, only the personal security of Stevens for the repayment thereof, with interest. That the New Brunswick Co. are not authorized by their charter to loan money; and that this loan was a breach of trust in Stevens and the other directors who assented to it, and a violation of their duty as directors j and that no entry or minute of said loan has been made in the minutes of the board of directors.
    That Stevens, Neilson and Thomson, or one of them, have, as complainant is informed and believes, loaned to other individuals, unknown to complainant, and without the consent of the stockholders, other large sums of money of the company amounting to about $12,000, also in violation of their trust, and in breach of their duty as directors.
    That the complainant has been informed and believes that an agreement was entered into by the joint companies called the Delaware and Raritan Canal Co. and the Camden and Amboy Railroad and Transportation Co., or by one of them, or by some of their agents or directors, or the agents or directors of one of them, for or on their joint behalf, or for or on behalf of one of said companies, with the New Brunswick Co., or with said Stevens or some other director of the New Brunswick Co., on their behalf, that the New Brunswick Co. should pay to the said joint companies, or one of them, an aggregate yearly sum for the transportation of merchandise or freight on the Delaware and Raritan canal, and that the New Brunswick Co. should have all •the profits over and above the said aggregate amount so agreed -to be paid.

      That the Walnut street property, so as aforesaid purchased by Stevens previous to 1843, has yielded an annual interest of 15 per cent, on the amount paid for it, and has increased in valise to nearly double that amount. That at a meeting of the directors of the New Brunswick Go., at New Brunswick, on the 18th of March, 1847, Stevens admitted that this Walnut street property was bought for the New Brunswick Go; but said that; by the laws of .Pennsylvania, the company could not hold real estate in that state; and the complainant replied that Benjamin Pish had told him that said properly had not been deeded to the company, but ¡hat Robert L. Stevens held it in trust for the company; and that E. A. Stevens admitted .that statement to be correct, and then said that a trustee could not hold it for the company, and that -Horace Binncy had given such an opinion, and that the $43,000 was invested in property in Camden and drawing six per cent. That this was the first information or suspicion of the complainant that any of the funds of the New Brunswick Co. had been invested in real estate in Camden, New Jersey.
    The bill charges, that the application of the funds of the New Brunswick Co. to the purchase of land in Camden was a bread: of trust in said E. A. Stevens, and a violation of his duty as a director; and, the complainant believes and charges, that- the reason why the title of the Walnut street property was changed from the trustee of the New Brunswick Co., and the amount of money paid for it vested in property in Camden, was, because the Walnut street property had nearly doubled in value since it was purchased with the funds of the New Brunswick Co., and to enable E. A. Stevens and his associates to appropriate to their own use the increased value of the said property, which of right belonged to the New Brunswick Co.
    That the said New Brunswick Co., ever since the commencement of their operations, have done a very profitable business; and that after the business of transporting goods on the railroad was taken from the Union Transportation Line, and given to the New Brunswick Co., the business and profits ©f the company were very much increased, as would fully appear if the books of the company were produced.

      That the New Brunswick Co. continued to do the business of transporting goods on the canal and on the Camden and Amboy Railroad, between New York and Philadelphia, from 1835 to April 1st, 1846. That, from the earnings of the Napoleon and the sloop James Bennet, the company declared a dividend of $55 on each share, on the 15th of February, 1833, and another dividend of $45 a share, on the 4th of December, 1833, being an aggregate dividend, within ten months, of $100, derived from the earnings of only two of the complainant’s boats.
    That on or about January 30th, 1846, E. A. Stevens caused a meeting of the directors of the New Brunswick Co. to be convened at Trenton, at which meeting the said Stevens, James Neil-son, J. R. Thomson and Miles C. Smith attended. And the complainant shows, that Smith, the president of the company, made inquiry of Neilson and Stevens what the object of said meeting was ; and he was given to understand that its object was to take the business of transporting merchandise and other articles on the Camden and Amboy road from the New Brunswick Co., and give it to the Union Transportation Co., or some other company; and thereupon the said Smith refused to preside at said board, or take any part in the proceedings thereof. And then the said Stevens, Neilson and Thomson proceeded to elect, or pretended to elect, Richard Stockton as a director, in the place of his father, Robert F. Stockton. That the said pretended election was wholly illegal and void, there being no vacancy at the time, and there having been no notice given of a meeting of directors for the purpose of such election, and no notice given of any special election for directors according to the directions of the charter and the by-laws of the company. That after the said pretended election, the said Richard Stockton took his seat at the board, and Stevens, Neilson, Thomson and said Stockton passed, as the complainant has been informed and believes, some resolution to take away the business of transporting goods and merchandise on the Camden and Amboy Railroad from the New Brunswick Co., and give it to the Union Transportation Company. And that, in pursuance or under pretence of the resolution thus illegally passed, the said Stevens did, on or about April 1st, 1846, take from the New Brunswick Co. the said business, and give it to a fictitious company, called the Union Transportation Line. That in truth there is no such company or association as the Union Transportation Line now in existence, but that the name» “The Union Transportation Line” is a mere name, under which E. A. Stevens has directed the business of transporting goods across New Jersey, between New York and Philadelphia, to be done, for the purpose of concealing the names of the persons actually interested in the said business, or for some other motive.
    That previous to the 1st of April, 1846, and while the busE ness of transporting goods between the said cities was carried on by the New Brunswick Co., under the direction and supervision of said Stevens, the receipts given by the agents of the said company- for articles delivered to them for transportation on the railroad across New Jersey, had the following commencement or caption to them, viz.;
    “ Union Transportation Line,
    “ Between New York and Philadelphia, via railroad across New Jersey.
    “ New Brunswick Canal and Steamboat Transportation Company, proprietors.
    “ For the conveyance of merchandise, specie, baggage, &c., &c.f and insurance effected, whenever required, on any package to its full amount of value.
    “Office in Philadelphia, No. 45 South Wharves, two doors below Walnut street, W. S. Freeman, agent j New York, on pier No. 2, North river, near the Battery, A. Decker, agent,”
    • Thai the words, “ New Brunswick Canal and Steamboat Transportation Company” were first inserted by the agents of the New Brunswick Steamboat and Canal Transportation Co., shortly after the said E. A. Stevens and James Neilaon became directors of that company, and Stevens, for himself/and as attorney for others, acquired a majority of the stock of said company • and that the said words were continued in the. caption to all the printed receipts given by the agents of the New Brunswick Co., until April 1st, 1846, when they were left out; aud, the complainant charges, were left out by the direction of Stevens.
    The bill states that if the New Brunswick Co. ever were the proprietors of the Union Line, they have done no legal act to transfer the proprietorship to any person or persons, or body corporate, but remain the proprietors of said line still; and that if there is any such company' or association still in existence, or if it possesses any property, the Same belongs to the New Brunswick Company.
    That after Stevens had, within the period of eight or nine years, expended or caused to be expended $200,000 and more of the money of the stockholders of the New Brunswick Co. in the purchase of steamboats, iron propellers, schooners, freight barges, coal barges, docks, wharves, houses and other property, for the purpose of accommodating the public, and transporting all the merchandise and other articles on the canal and railroad between New York and Philadelphia, Stevens, without consulting the stockholders, and without giving any previous notice to the directors of such intention, by the aid of his associates, James Neilson and John R. Thomson, caused the said business of transportation on the railroad to be taken away from the said New Brunswick Co., and thereby deprived them of the great-profits arising therefrom; and that such act of Stevens, Neilsou and Thomson was a breach of trust, and violation of their duty as directors of said New Brunswick Co.
    That notwithstanding Stevens has had the control and management of the New Brunswick Co. since the beginning of 1836, yet that he has not fully accounted for the earnings of the steamboat Napoleon from that time to the summer of 1839, nor of the steamboat Raritan, (the property of said company,) from the year 1840 to the present time, which earnings, the bill charges, amount to $50,000; and that Stevens has not accounted for the earnings of the two schooners belonging to the New Brunswick Co., which he has kept in the service of the Union Line, transporting goods and merchandise between .South Amboy and New York.
    That the New Brunswick Co. were the proprietors of' what was called the Union Transportation Line, which line carried freight and merchandise from Philadelphia to New York, by the way of the Camden and Amboy Railroad, and the earnings of said line belonged to said New Brunswick Co.; and that Steveus had the sole control and management thereof, yet has not accounted with the stockholders or directors of the said company for said earnings,.from 1836 to 1846, during which period the earnings of said line amounted, as the complainant believes and charges, to about $400,000.
    That, notwithstanding Stevens caused to be purchased with the funds of the New Brunswick Co., four iron steamboat propellers, called the Black Diamond, the Ironside, the Vulcan, and the Anthracite, and the iron steamboat Mars, and also freight and coal barges, and caused them to be employed on the Delaware and Raritan canal in the transportation of merchandise, coal and other freight, between New York aud Philadelphia and other places; and though they were under the sole control and direction of Stevens from 1836 to 1846, yet that Stevens has never rendered to the stockholders of the company any account of the earnings thereof, nor made any dividend of the earnings thereof-among the stockholders, or given them any explanation or satisfaction in regard to his management thereof.
    That the complainant is informed and believes, that Stevens caused to be purchased with the funds of the New Brunswick Go., a large number of freight cars, for the purpose of carrying freight on said railroad, while said company carried freight and merchandise thereon, in the name of the Union Transportation Line; and that said Stevens has never made any report to the stockholders of the purchase of said cars, or of their number or value, nor any dividend of the earnings of said cars, or of the business done by said company on said railroad.
    That, notwithstanding the expenditure of $43,000 by, or under the direction of Stevens, for the Walnut street property in Philadelphia, in 1843, yet he has rendered no account to the stockholders of the New Brunswick Co. of said purchase, or of the rents and profits thereof, nor made any dividend of such rents or profits, though the same must produce an annual rent of more than $6000.
    That the books of the New Brunswick Co., excepting the book of minutes of the board of directors and the books of the treasurer, are in the possession of William Anderson and Abel Decker, in New York, and of "William H. Gatzmer and William S. Freeman, in Philadelphia, and that the treasurer’s books are in the possession of Abraham S. Neilson, in New Brunswick, and the book of minutes of the board of directors since April 19th, 1839, the complainant believes to be in the possession of said E. A. Stevens ; and that said books are, by the orders and direction of Stevens, kept concealed from the stockholders of the New Brunswick Co., although the stockholders, ór some of them, have made repeated efforts to see and have an opportunity to examine them.
    That the office of the directors is required by the charter to be kept in this state; and that Stevens, since he has taken the control and management of the company, has not kept any office of the directors, or for the directors, or for the books and papers of the directors of the company, in this state; and that in neglecting to keep the office of directors in this state, the said E. A. Stevens has also violated his duty as a director of the company.
    That Stevens, though repeatedly called on by the complainant, and by other stockholders of the New Brunswick Co., has wholly refused to make any statement of the affairs of the company, or to give them any information of the earnings or profits of the company.
    That Stevens, being called on by the complainant, on the 18th of March, 1847, and requested to give him a statement of the earnings and profits of the company, replied that he managed the same as a close corporation, and that he should not give any statement of the earnings, profits, or business of the company to the complainant.
    That, on or about March 23d, 1847, Stevens, without the consent of the stockholders, has sold 16 coal barges, the property of the company; and the complainant has been informed and believes, and therefore charges, that he intends to sell 16 freight barges, and that he will do so, unless restrained by this court. The complainant charges that said sale of barges by Stevens, without the consent of the stockholders, and without any lawful authority vested in him for that purpose, is a violation of his trust arid of his duty as a director.

      That Stevens caused the business of transporting goods and merchandise on the Delaware and Raritan canal, between Philadelphia and New York, and Philadelphia and Albany, and Philadelphia and Hartford, done by the New Brunswick Co., to be done in different names, and to be called by the name of various lines — -sometimes in the name of the Merchants’ Canal Line Steam Towboat Co., sometimes in the name of the Merchants5 Canal Line, sometimes in the name of the Merchants’ Transportation Line, and sometimes in the name of the Merchants5 Line, and caused the books and accounts of freight carried by the New Brunswick Co. to be kept in the names of the lines above stated, or one of them, and that ho caused the business of transportation done by the New Brunswick Co., on the Camden and Amboy Railroad, and by that railroad, through from New York to Philadelphia, to be done, sometimes, in the name of the Union Transportation Line, sometimes in the name of the Union Transportation Line New Brunswick Canal and Steamboat Transportation Company Proprietors, and sometimes by the name of the Union Line, and that he caused the books and accounts' of the business of transportation done by the New Brunswick Co., on the said canal and railroad, and between New York and Philadelphia, to be kept in the names of said lines, for the purpose of concealing and keeping secret the operations and business of the said New Brunswick Co., and to prevent them and the public from obtaining any information in relation to the proceedings of the said company.
    That the assumption of said Stevens to continue the business of the company as a close corporation, and to prevent the stockholders from having information in relation thereto, and his refusal to give the stockholders any account of the earnings of the company, is a breach of trust and violation of his duty as a director.
    The bill prays that said E. A. Stevens, James Neilson, and John R. Thomson may set forth a full account of all the property, real and personal, which they, or either of them, have bought with the money of the New Brunswick Co., from the year 1834 to this time, and of the rents and profits of the real estate bought by Stevens or by any other person, with his knowledge and consent; with the funds, or upon the credit of the New Brunswick-Co., which have come to the hands of said Stevens, or of any other person, for his use, or for the use of the said company, with' his knowledge or consent, during the time aforesaid. And that he may account for all the moneys received by him, either as a director, treasurer, agent, manager, or superintendent of the company, or of the business of transportation done by the boats, steamers, barges, cars, or engines of the New Brunswick Co., in whatever name the same was done. And that Stevens may account for all moneys of the New Brunswick Co. expended by him, or by any person for him, or by his knowledge or consent, in the purchase of steamboats, barges, or other vessels, or of railroad cars or engines, or any other personal property, or in the purchase of real estate in New Jersey or elsewhere.
    And that Stevens, Neilson, and Thomson may account for all breaches of trust as directors, agents, trustees, or superintendents of the New Brunswick Co., and for all misappropriations of the money of said, company, and make good all losses which the company' may incur by reason of any breach of trust; and may account for all moneys made by them, or either of them, by the purchase or sale by them, or either of them, of any property, real or personal, of the company.
    And that Stevens, Neilson, and Thomson may be decreed to pay the complainant his proportionate share, as a stockholder of the New Brunswick Co., of what mayo be found due and owing from them, or either of them, on the taking of said account, or else to pay the same to a receiver, to be appointed by this court,
    And that Stevens be decreed to pay the complainant his proportionate share of the said $14,400, with the interest thereon, due from said Stevens to the company, or to pay said $14,400 to a receiver, to be appointed; and also to pay the complainant his proportionate share of the proceeds of the sales of the said 16 coal barges sold by him ; and also to pay the complainant hi? proportionate share of the earnings of the three schooners — Porpoise, Delaware, and Whale — from the time of the purchase thereof until the time of making said decree; or that he pay the whole amount of said earnings to a receiver; and that he be decreed to pay the complainant his proportionate share of all surplus-moneys in his hands, or in the hands of any person for him, belonging to the company, and not required for the business of the company, or to pay the same to a receiver; and that Stevens may set forth and discover whether he has loaned to himself, of the moneys of the company, or borrowed of himself as one of the directors of the company, or of his associates, Neilson and Thomson, or of any other and what directors of the company, any, and what moneys of the company, and when, and what security was given for the same; and whether said Stevens has loaned any of the funds of the company to any person or body-corporate, and when, to whom, and what amount, and on what security; and that Neilson and Thomson may set forth and discover whether they assented to the loan of $14,400 to Stevens, and when, and on what security; and whether any entry thereof was made in the books of minutes of the directors of the company ; and whether they ever made any and what other loans of the moneys of the company, when, to whom, and on what security, and what amount.
    And that Stevens, Neilson and Thomson may set forth and discover all the real estate purchased by them, or either of them, or with .their or any of their knowledge, with the funds of the company, and when purchased, who from, and what was paid for it, and in whose name purchased, and who holds the title, and in whose occupation the same is, and under what rent, and who is and has been in the receipt of the rents and profits thereof, and for how long; and a full account of the rents received, when, and by whom, &c. And that the defendants may render a full account of the earnings of the boats, barges, vessels, &c., of the company for each year, separately, from January 1st, 1835, to this time, and of the yearly expenses of the same; and also an account of the business, earnings and profits of the Union Transportation Line, of which the New Brunswick Co. were or are proprietors, from the year 1836 to this time; and that the said confederates may produce the books of accounts of the New Brunswick Co., and of the various companies or lines in which, &c., and may leave the same with the clerk of this court, that the complainant, or any stockholder of the company, may examine them; and particularly the books of accounts-of the Union Transportation Line.
    And that the said confederates may set forth all and every •contract made by them, or either of them, for or on behalf or in the name of the New Brunswick Co., or in any other name, for their use with the Camden and Amboy Railroad and Transportation Co., and the Delaware and Raritan Canal Co., or either of them, for the transportation of goods, &c., on said railroad, or on said canal, or on both, from April 1st, 1833, to this time, and when and by whom the same were made; and may set forth the names of all agents, clerks, managers and superintendents employed by them, or either of them, to collect or receive the moneys due or owing to the New Brunswick Co., from April 1st, 1835, to this time; and a true list of all the books of accounts in the hands of said Stevens, Neilson and Thomson, or either of them, or of their or either of their treasurers, agents, clerks, managers and superintendents, and of the books of the New Brunswick Co. or their treasurer, agents, &c., or ■either of them ; and of the accounts, letters, papers, vouchers, memoranda and other writings relating to the property, estates, affairs, business and concerns of the said company, which are now or ever were in the possession of said Stevens, Neilson and Thomson, or either of them, or their or either of their treasurers, clerks, &e.; and that they may be decreed to set forth a true inventory of all the estate, real and personal, of the New Brunswick Co., in whosever name the title-may be ; and that all the property, real and personal, not necessary for the objects of the incorporation of said New Brunswick Co., be sold under the direction of this court, and the proceeds thereof divided among the stockholders, or paid to a receiver to be appointed, or otherwise secured and applied according to the trusts of said act of incorporation ; and that the copy of the book of minutes of the said New Brunswick Co. obtained by said Smith from the complainant, and by him delivered to Neilson for said Stevens, may-be ordered to be given up to the complainant as secretary of the company.
    And that a receiver be appointed of the rents and profits of the real estate purchased at Camden with the funds of the New Brunswick Co. or for their use, and also of all other property, real and personal, purchased by Stevens with the funds or on the credit of said company, without the consent of the stockholders, and not necessary to the objects of their incorporation.
    And that Stevens may be restrained from selling or disposing of, or causing to be sold or disposed of, any real estate purchased with the funds of'said company, or held in trust for them, and from applying any of the funds or credit of said company to any object or purpose not necessary to the objects of the said act of incorporation and not authorized by the same ; and from selling or disposing of any of the steamboats, iron propellers, freight barges, coal barges, cars or engines of said company without the consent of the stockholders ; and from managing and controlling the affairs of said company as a close corporation, or in his own way or at his own will and pleasure, and without the consent or authority of a lawfully constituted board of directors.
    On the reading and filing of-this bill an injunction was issued, according to the prayer thereof.
    Notice was given on the part of the complainant of an application to be made to the Chancellor, at Trenton, on the 16th of April, 1847, for the appointment of a receiver of the rents and profits of the real estate purchased at Camden, New Jersey, with the funds of the New Brunswick Co., and of the rents and profits of the real estate purchased in Philadelphia and Bristol, Pennsylvania, with the money of the New Brunswick Co., and of the $14,400, money of the New Brunswick Co., illegally loaned to E. A. Stevens, and also of all other moneys illegally loaned by Stevens, Neilson and Thomson, or either of them, to any other person ; and that the usual directions may be given to such receiver, or for such other order and directions as may be just.
    On the 9th of April, 1847, a supplemental bill was filed, stating the service of the injunction on the 30th of March, 1847, ami that since its service, Stevens caused a meeting of the stockholders of the company to be held at New Brunswick, on the 3d of April, 1847; that the notice served on the complainant by Abraham S. Neilson, was as follows:
    “ Mr. John D. Hager:.
    “ Sir — You are requested to attend a meeting of the stockholders of the New Brunswick Steamboat and Canal Transport tation Company, at the house of R. D. Stelle, in New Brunswick, on Saturday next, (April 3d,) on the arrival of the cars.
    “ By order,
    “New Brunswick, March 29th, 1847. A. S. Neilson.”
    That in pursuance of said notice twenty of the stockholders attended; that he believes the whole number of stockholders at the time was thirty-two.
    That after the said stockholders were assembled, E. A. Stevens nominated William Cook as chairman, and he was thereupon appointed chairman ; and Stevens then nominated Richard Stockton as secretary of the meeting, which was agreed to by the meeting. That Stevens nominated then the said William Cook, Richard Stockton and Isaac Eisher a committee to examine several genera! statements or schedules, in large sheets of paper, which had been previously laid on the table; that the complainant then inquired 'when it was expected the said committee should report; and it was thereupon stated by some one of the directors of the company, that the said committee could do no more than take a general search in the prepared schedule, comparing it with the books when necessary; that the said committee were thereupon appointed, and the meeting adjourned till after dinner.
    That at said meeting he saw lying on the table the copy of the book of original minutes which he had delivered to Smith in 1838; and that he opened it and found that various entries had been made in it since he had parted with it, and among others, an entry setting forth that a loan had been made by the directors of $27,123, to the Camden and Amboy Railroad and Transportation Co., on the 20th of May, 1839.
    The complainant states that the said loan was entirely unknown to him until he discovered it as aforesaid; that the said loan was illegal, not only on the ground that the New Brunswick Co. have no authority, by their charter, to loan money, but because the Camden and Amboy Railroad and Transportation Co. have no authority to borrow money; and that the said loan is a violation of trust on the part of said Stevens, Janies Neilson and such other of the directors of the New Brunswick Co. as assented to it, and a violation of their duty as such directors.
    That he also discovered an entry made in said book, signed by John R. Thomson as secretary, stating that the amount paid for the Walnut street property was $46,616, instead of the amount stated in the original bill.
    That when the said stockholders convened after dinner, the said committee made their report of the aggregate earnings and expenditures of the steamboats Raritan and Napoleon, employed on the river Raritan, and of the Railroad Transportation Line, of the canal line for freight of merchandise, and of the steam towing company, which report was read so hastily that it was impossible for the complainant to write down, or to retain in his recollection, the particulars thereof; but, to the best of his recollection, the aggregate amount of the expenditures was rising $4,000,000, and the aggregate amount of receipts was some $220,000 over the amount of expenditures.
    That the complainant asked permission of the chairman to have the sums stated in the report, and the chairman replied that the complainant should have them after the adoption of said report; but the complainant says that after the adoption of the report he was not able to procure the same, either from the chairman, or the secretary, or anyone else; that he then asked the chairman for the book of minutes, that he wished to examine it, and the chairman replied that he knew nothing about it; that he then applied to the secretary, R. Stockton, for the book, and ho replied that the complainant could not have it, that the gate was shut; and while the complainant was talking privately with the secretary, J. R. Thomson turned to him, and in an angry manner told him not to let the complainant question him.
    That said Thomson offered a resolution to the meeting, that the said company should go into liquidation. To this resolution some of the stockholders objected, and M. C. Smith, the president, made some remarks, and said that the difficulty could be easily overcome — <l let the books be opened and all the stockholders see what the property is worth ” — and moved that the com» plainant be permitted to see the books. This resolution was seconded by Mr. Laurence Fisher, one of the stockholders present. Upon this, E. A. Stevens rose, and in a rude and offensive manner said that Hager and his man, William Halsted, should not have the books; that while the resolution to go into liquidation was under consideration, the complainant offered, as an amendment to it, the following resolution, viz.: “Resolved, That the books be opened to every stockholder, and time be given for examination.” This resolution the chairman refused to put to ■ the meeting, or to allow any vote to be taken on it. The resolution offered by Thomson was then carried, Stevens, Thomson, J. Neilson, A. S. Neilson, R. Stockton, I. Fisher, William Cook, M. C. Jenkins, Ira Bliss, William McKnight and John McKnight voting for it, the complainant voting against it, and J. Bishop, Miles C. Smith, Géorge Richmond, John Hatfield, Laurence Fisher and John H. Hoagland not voting.
    That Mr. Patterson then inquired’ in what way the company would go on and wind up its affairs, as the Chancellor had already put an injunction on the directors, restraining them from disposing of the property of the company. To this question J. R. Thomson replied, in a low tone of voice, that the Chancellor had enjoined E. A. Stevens alone, and there would be no difficulty in getting rid of Stevens.
    That soon afterwards Stevens moved that I. Fisher, A. S, Neilson, B. Fish, Wm. McKnight and J. McKnight be empowered to act with the board of directors in the sale of the property of the company; that the complainant protested and voted against this resolution, but that the same' was passed by a majority of the stockholders then present, though the complainant believes and charges that the stockholders who voted for it were a minority of the whole number of the stockholders of the company, many of them not being present,, and some of those present not voting on the resolution.
    That on all the questions submitted to the said meeting, the vote was taken viva vooe, each stockholder giving one vote.
    That the number who voted for the resolution to go into liquidation, and the resolution offered by Stevens, was not more than thirteen; that the whole number of stockholders does not, as the complainant believes and charges, exceed thirty-three. That of this number twelve were absent, and six of those present did not vote, and the complainant voted against said resolutions.
    The complainant insists that the whole property of the company ought not to be sold and the affairs of the company wound up, and the franchises of the stockholders taken from them without the consent of at least a majority of the whole number of stockholders, given at a special meeting called for the purpose, due notice of the object of the meeting being previously given to all the stockholders.
    The complainant believes and charges that the said meeting of stockholders was got up by Stevens and Thomson, for the purpose of enabling them to elude the injunction against Stevens, and to enable them to dispose of the property before the complainant could take further measures to restrain them ¡ and that the resolutions offered by Thomson and Stevens were concerted and contrived by them for the sole purpose of enabling Stevens to dispose of the property of the company, without the consent of all the stockholders, and in violation, virtually, if not literally, of the injunction issued in this cause j and that the stockholders who voted for the said resolutions offered by said Thomson and Stevens, were either directors, or agents, or engineers of the Camden and Amboy Railroad and Tranporlation Co., or of the Delaware and Raritan Cana! Co., or interested in the same, or under the influence of the said Thomson and Stevens.
    That the directors of the company are not authorized to discontinue the corporate business, and distribute the capital stock among the stockholders, and wind up the concerns of the company, without the consent of the legislature, though a majority of the stockholders should consent thereto. And the complainant insists, that the duty of the directors extends only to the conducting and carrying on the business of the company, and not to the commission of any act which shall destroy the company, or the vested rights or franchises of any of the stockholders j and that any act on the part of the directors having for its object to dispose of all the property of the company, and to wind up its concerns, or, in the language of the resolution offered by said Thomson, to cause it to go into liquidation, is a breach of trust on the part of the directors who voted for said resolutions, and a violation of their duty as directors of the company.
    That since he gave to his solicitor and counsel instructions for preparing the original bill, he has acertained, from information on which he places reliance, and therefore charges that said Stevens, without the consent of the board or stockholders, purchased with the funds of the company, nine shares of the stock of said New Brunswick Co., for the sum of $10,361, or at the rate of $1150 a share for stock, the par value of which is only $250 a share.
    That at the time the complainant gave instructions for preparing the original bill, he was under the impression that said Stevens had purchased eight shares of the stock of James Bishop, for himself, and with his own funds, and so informed his solicitor and counsel; and that he derived that impression from a conversation with said Stevens, in which Stevens, conversing about the purchase of said stock of said Bishop, made use of these words, or words to this effect: “ If I choose to pay more for the stock than it is worth, it is no business of yours.” That the complainant did not, until the original bill was filed, inform his solicitor and counsel that said stock had been bought by said Stevens with the money of the company.
    That the purchase of said stock was not necessary for the objects of the corporation, and that the company have no right to purchase or hold the stock of the company in any manner not expressly authorized by the act of incorporation ; and the complainant charges, that there is no express authority given in said act to purchase, hold or deal in stock ; and that the purchase of the said eight shares of Bishop by said, Stevens, with the funds of the company, and also the purchase of one share of the stock of the company of Frederick Richmond, by said Stevens, with the money of the company, was a breach of trust in Stevens, and a violation of his duty as a director.
    That the complainant has learned, since the filing of his original bill, that the person to whom Stevens sold the thirteen barges, mentioned in the original bill, was Morris Buckman, who, the complainant charges, was the same person to whom said Stevens, or the directors of the company, sold ten barges, by resolution of December 30th, 1836, more fully set forth in the original bill. That Stevens well knew, at the time he sold said thirteen barges, that Buckman had never paid for the first ten barges he bought of the company in 1836, and that the company had lost upwards of $17,000 by him, and to which amount, and more, he was still indebted to the company, at the time the said last sale of barges was made. That if the last-mentioned sale to Buckman was a bona fide sale, it was made at a price much less than the real value of said thirteen barges, it being only, as complainant has been informed, for about $1400 apiece, whereas he charges that said barges, at the time of the sale, were worth $2000 apiece.
    The complainant charges that said sale of the thirteen barges, for the consideration aforesaid, and while the said ten barges remained unpaid for, was a breach of trust in Stevens, and a violation of his duty as a director.
    The complainant states that, he believes that said I. Fisher, A. S. Neilson, B. Fish, fm. McKnight, and J. McKnight, together with the said directors — J. It. Thompson, J. Neilson, and E. A. Stevens — intend to proceed to dispose of all the property of the New Brunswick Co., and will do so, unless restrained by the injunction of this court.
    This bill makes I. Fisher, A. S. Neilson, B. Fish, fra. McKnight, and John McKnight, parties, and prays that they and the defendants to the original bill may answer it, and that it may be taken as and for a supplement to iiis original bill; and that the complainant may have the benefit of his original suit and proceedings against said I. Fisher, A. S. Neilson, B. Fish, William and John McKnight, and the same relief against them as against the defendants to the original bill; and that they and J. E. Thomson and James Neilson may be enjoined from disposing of-any of the property of the company, or from winding up the concerns of the company, or from causing the same to go into liquidation, without the consent'of all the stockholders, and for further relief.
    The injunction prayed by this supplemental bill, was granted on the 9th of April, 1847.

      On the 17th April, 1847, the motion for the appointment of a receiver was made.
    The answer of the defendants was put in on that day, and was read in opposition to the application.
    The answer adverts to the act of incorporation, and says that, by the 11th section of the act, it is enacted that, at the first meeting of the directors, they shall choose a president from among themselves, to serve for one year thereafter, and until his successor is duly chosen ; the president and directors shall meet at such times and places as they, from time to time, may agree on, for transacting their business; three directors shall constitute a quorum, and if the president be absent, they may choose one pro tempore. That by the 8th section, it is enacted that a general meeting of the stockholders shall be held on the first Monday in May, in New Brunswick, in each and every year, at such place as the company, or, in default thereof, the president, shall appoint, whereof three weeks5 notice shall be given in the newspapers printed in New Brunswick; and the stockholders, between the houi’S of 10 and 3 of that day, shall, in person or by proxy, elect, by ballot, four directors, being stockholders, to serve for one year next after their election, and until their successors are chosen ; and in case of the neglect or omission of the stockholders duly to elect directors at an annual election, the corporation shall not be thereby dissolved, and the old directors shall hold over, and continue in office until a new election shall be held, either at a special election or an ensuing regular annual election, and a special election may, at any time, be held in such manner and form, and upon such notice as the by-laws of the company may, for that purpose, prescribe.
    That at the time of and before the passage of the act of incorporation, the said Bishop, Eichmond, Dunham, Fisher, and Smith — named in the act — and the complainant and Laurence Fisher, had associated for the purposes in the act mentioned, and had procured the passage of the first act, and that the defendant E. A. Stevens and others were then, and had theretofore been interested in a line of steamboats which plied between New Brunswick and New York, for transporting passengers and freight, called and known as “The Union Line,” and that immediately after the passage of said act, viz., on the 24th of January, 1831, and before the books were opened for subscription for the stock, the associates above named, the complainant Hager being one of them, and being present, acting therein, appointed a committee to confer with the defendant Stevens and the persons interested with him in the Union Line, for the purpose of inducing the proprietors of the Union Line to unite with the said associates, and contribute to the capital stock, and bring to the aid of the said incorporation, for the creation and enlargement of its business and patronage, the good will and business of the Union Line, the capital and influence of the proprietors thereof, for the profit and advantage of the said associates j and thereafter the books were opened and stock subscribed, and the installments paid, as stated in the bill. And, thereupon, the stockholders purchased, with the funds of the company, the steamboat Napoleon and sloop James Bennet, and commenced the business of transportation between New Brunswick and New York; and thereafter, on the 16th of May then next, the first election of directors was duly held.
    And tSie defendants Stevens and Neilson, of their own knowledge, and Thomson on information believes it to be true, say, that the said associates appointed the said committee, and the said subscribers severally subscribed for stock, in the hope that they should be able to induce the proprietors of the Union Line to unite with them ; and for that purpose they did, from time to time, between January 24th and May 16th, 1831, entirely without any application or proposal to them by said Neilson, Stevens, or any other person, to the knowledge of these defendants, or either of them, apply to said proprietors of the Union Line? through said Stevens and Neilson, not only by the said committee, but also by others of said stockholders, and by the complainant, to induce the proprietors of the Union Line to unite with them as aforesaid ; and on such application, and not on any application or endeavor made by said Neilson or Stevens, or any other person, to obtain the control of said company, so far as these defendants have any knowledge, information, or belief, a negotiation ensued, which resulted in the purchase from the subscribers, by said Stevens, for himself and others interested with, him in the Union Line, of 104 shares of the stock, and by said Neilson of 12 shares of the stock; and the said subscribers, ■thereupon, and before the 16th of May aforesaid, respectively ■transferred to said Stevens, Neilson, and others, the stock so purchased, among whom was the said George Abbe, who, as a member of the firm of Hill, Fish & Abbe, had theretofore been employed as the agents of the said Union Line, upon commission, and were interested therein, the complainant Hager voluntarily selling and transferring, for that purpose, 22 of the shares subscribed for by him.
    And the defendants answering as aforesaid say, that neither Stevens, nor any other person, to the knowledge or belief of these defendants, made use of any threats or gave any intimation that he would put down the fare on the steamboats, if the stockholders did not accede to his request, or any other request, so low that the company could not compete, &c., or did, or said, or intimated anything of that purport to induce him to sell them the said stock; and they deny, in manner aforesaid, that the company or the stockholders were compelled, for fear of being broken down, to accede to any demand of said Stevens, or to let him have the control of said .company.
    The defendants answering as aforesaid, say that, until May 16th, 1831, there were no directors in any manner chosen or appointed; and that on that day, the complainant being present and acting therein, Miles C. Smith, George Abbe, Edwin A. Stevens, Isaac Fisher, and James Neilson were unanimously chosen the first directors, and at a meeting of the directors, held the same day, Miles C. Smith was chosen president, and Abraham S. Neilson appointed treasurer, and John D. Hager, the complainant, appointed secretary of the company for the ensuing year.
    The defendants answering as aforesaid say, that the persons then in charge of the business of receiving and delivering freight and collectiug the earnings, and the officers of the steamboats and the other vessels of the company, were continued by the directors in the performance of their duties, under the frequent personal superintendence of the president and directors, or some of them ; and that, though there were frequent conferences between the president and directors in relation to the management of the business, no formal meeting was necessary, or was held, until October 29th of that year, when the accounts and business for the six months then past were subjected to examination, and a dividend declared, as is alleged in the bill, out of the earnings of the company; and thereafter, on the 16th of June, 1832, a further dividend of $15 on a share was declared and paid to the stockholders ; and afterwards, on the 15th of February, 1833, as is alleged in the bill, a dividend of $55 on a share was declared and paid.
    The defendants, answering as aforesaid, say that until May, 1834, $125 only on each share of stock had been paid, making $25,000 of capital, wherewith the business of the company had been carried on, and that, in the expectation of an increase of business, and the necessity which at or about that time arose for increasing the facilities for transporting it, it was deemed desirable by the stockholders and directors that a farther sum should be paid in on their stock, to increase the capital of the company; that an opportunity was also presented to unite the business of another transportation line, doing a similar business, under the name of the Union Transportation Line, between New York and Philadelphia, with the business of said company, which said line had been superintended in New York and Philadelphia by the firm of Hill, Fish & Abbe, composed of David S. Hill, Benjamin Fish and George Abbe; and thereupon,and with the design of effecting such union, and increasing the capital without requiring the then stockholders to contribute any more money to the capital stock, a meeting of the stockholders of the company was regularly convened on the 17th of May, 1834, and a proposition was made and agreed to, which is set forth in the bill.
    The defendants admit that, in pursuance of that proposition and agreement, the said E. A. Stevens, at a meeting of the said stockholders, on the fifth of December thereafter, (1834,) made the report set forth in the bill, and that the recommendation therein contained was signed; and they say that the same was complied with by the several stockholders, by the transfer of the said 100 shares of the stock therein referred to; and thereupon, and therefor, the sum of $25,000 was paid in on the stock of'the company, as and for an installment of $125 on each share, by the said Hill, Pish & Abbe, and others, the purchasers thereof; and thereby the capital wherewith to carry on the business of the company was increased to $50,000.
    The defendants, answering in manner aforesaid, say that the said line called the Union Transportation Line was theretofore conducted by said Hill, Pish & Abbe, ’nd others, from New York to South Amboy, and thence across the state, over the Camden and Amboy Railroad, and thence to Philadelphia on the Delaware river, in such wise that the Camden and Amboy Railroad Co. participated in the advantages thereof; that there was not then, and had not been since the spring of 1831, any such line as the Union Line in existence, under the control or direction of said Stevens, or otherwise, the same having ceased to exist, and the stockholders therein united with the New Brunswick Co. in the spring of 1831 as before stated ; that it was the design and object of the above-mentioned sale of the said 100 shares of stock to increase the business, patronage and influence of the said company, and bring in the business of the said Union Transportation Line; and that it was for that purpose that the complainant and the other stockholders making that sale, sold and transferred their said stock to the said persons above named; and that there was no exclusion, actual or designed, by Stevens, in regard thereto, of any person, for any purpose, or for concealing the business of the company, or any information of said business from any person interested therein, or who was entitled to know anything in regard thereto; that they believe and admit that the persons named in that behalf in the bill became purchasers and received transfers of some part of said 100 shares of stock, and, with the exception of the said Philip Kipp and such persons as are therein alleged to be connected with the Union Line, they were severally connected with the lines and companies in the bill in that behalf stated ; but as to the said persons above excepted, these defendants deny the allegation in that behalf made in the bill.
    The defendants, in regard to such of the statements of the bill regarding the said 100 shares of stock, or in regard to any other of the transactions of the company, or the management of its affairs, as import, or intend that said Stevens acted according to ids own will and pleasure, or otherwise in any manner independent of the stockholders or board of directors, and without their authority, direction or approval, say that the bill is false and untrue. But that on the contrary, so far as he had any agency hi the sale of said stock, he acted by the express authority and with tlie full knowledge, acquiescence and approbation of the stockholders, including the complainant; and that all his agency for the company, and his superintendence and assistance in the conduct of its business has been at all times by the authority of the directors and with their sanction and approbation.
    The defendants admit that at a meeting of the directors of the Camden and Amboy Railroad Co., held at Bordentown, Oct. 13th, 1834, (and not on the 20th, as stated in the bill,) the resolution in that behalf stated in the bill was passed; and though they have no recollection of the precise day on which notice of said resolution was communicated to the directors of the New Brunswick Co., it may be true, though at this remote day they cannot either admit or deny that the said resolution was not communicated until March 3d, 1835, the day in that behalf stated in the bill; nor can they now state what reasons induced the directors of the Camden and Amboy Railroad Co. to withhold the same; but they admit that the same was communicated to the defendant, E. A. Stevens, by this defendant, Jas. Neilsou, and by said Stevens laid before the said board of directors of the New Brunswick Co., and entered on the minutes of their proceedings by J. D. Hager as secretary, as was his duty to do. Whether this defendant, Stevens, or any others of the directors, requested the said secretary to make such entry, the defendants are wholly unable to state.
    They admit that at a meeting of the directors on the 25th of August, 1835, the resolution appointing Henry R. Swan agent, was passed, and they say that Hager was present and recorded said resolution. They admit that on the 16th of January, 1836, at a meeting of the board of directors, at which meeting Hager was present, as well as the directors in that behalf named in the bill, the proceedings were read and the entries made in the book of minutes by the complainant, as is alleged in the bill; and they admit that the said sum of $9706.46, in the said account mentioned, was received through the said Swan, and in whole or in part received by him from the firm of Hill, Fish & Abbe, for the freight received for goods transported from New York to Philadelphia for the year 1835, which were in whole or in part, transported across New Jersey on the Camden and Am-boy Railroad ; whether the whole of said sum was received from said firm, or whether the whole thereof was received for goods which passed over said road, these defendants are ignorant and cannot set forth; but according to their best recollection, it embraced also canal and steamboat transportation; but they say that said sum was not received, nor any part of it, so far as they have any information and as they believe, for transportation by railroad exclusively, separate or distinct from steamboat transportation.
    They say it is not true, as stated in the bill, that there is no agreement with the firm of Hill, Fish & Abbe entered on the minutes of the board of directors, under the date of December 29th, 1834; but that at a meeting of the board on that day, at which the complainant was present and recorded the proceedings, a resolution was passed, which was communicated to Hill, Fish & Abbe, and assented to by them, and so became an agreement with them in the words following: “ Resolved, That the directors of the New Jersey Steamboat and Canal Transportation Co. offer Messrs. Hill, Fish & Abbe one-eighth of the net proceeds of the transportation business, to conduct said business on account of said company on and after January 1st, 1835; ” which resolution was duly entered by the complainant on the book of minutes of the proceedings of the stockholders and directors of the company.
    The defendants admit and say that at a meeting of the board of directors on the said 4th of May, 1836, at which the complainant was present recording the proceedings, the two resolutions in that behalf stated in the bill were passed, and were entered by the complainant in the aforesaid book of minutes ; and they admit and say that prior to the said May 4th, 1836, Hill, Fish & Abbe had received a share of the receipts for the transportation of merchandise only, between New York and Philadelphia, partly in the boats of said company, and partly across New Jersey over the said railroad, and partly through the Delaware and Raritan Canal, and conducted the said business under the aforesaid resolution of December 29th, 1834; and the resolutions last above nSent.ioned were passed and intended to reduce the allowance to the said firm of Hill, Fish & Abbe, and increase the actual income of the company for the benefit of the stockholders. They do not deny that the board-of directors recognized and assented to the said resolution of the Camden and Amboy Railroad Co., and they admit that Neilson and Stevens were present at the board and voted for the said resolution.
    They say that the said arrangement with the Camden and Amboy Railroad Co. was only auxiliary to the main business of the New Brunswick Co., and was intended to facilitate, and did greatly facilitate, the transportation of a portion of the goods entrusted to the said company, across New Jersey, when an expeditious carriage and an early delivery was desired, while the water carriage was still conducted ou their own boats, through the said canal, and the said arrangement was, in fact, advantageous to the company, and yielded them an increased income, and the same and the business so done as aforesaid was at all times well known to the complainant, who was in the actual employment of the company, on board of one of their steamboats, and was acquiesced in by him, and was well known and fully acquiesced in by all the other stockholders, without a word or intimation of any objection thereto from any person, (so far as these defendants have ever known or heard,) so long as such business was continued, and until a few days before the filing of the complainant’s bill.
    And they say that the company did not pay out, for the purposes of the business done under the said arrangement, so much as the amount of the receipts thereof; but that a balance of net profits accrued to the company therefrom, from year to year, which was divided to and received by the stockholders, or applied to the purchase of boats and other property of the company, and a portion thereof was reserved as a fund to provide for the large risks incident to the business in which they were engaged; and that all the moneys received bv the said Fish & Abbe, or by Hill, Fish & Abbe, for their services in conducting the business, were parcel of the receipts and profits accruing from the same business. And the defendants submit that the arrangement afore said, and the business done as aforesaid, under it, as auxiliaries to the main business of the company, which was done and continued by steamboats, barges and other vessels, from the cities of New York and Philadelphia, on the waters of the Delaware and Raritan, and the Kills and bay leading to New York, and through the Delaware and Raritan canal, were not unauthorized by the charter of the company ; and that neither Stevens, nor Neilson, nor any of the officers or directors of the company committed any breach of trust or violation of their duty as directors or otherwise in regard thereto. And they say that if, by any means, such arrangement and the business done under it, so far as it embraced the use of the said railroad for any part of their said transportation, would be deemed to exceed the powers conferred by the act of incorporation, (which they do not believe Off admit,) the same was, in fact, terminated in the spring of 1846, and until then, was continued with the full knowledge, acquiescence and approbation of the complainant and all other stockholders of the company, and yielded an actual profit and income which, though the same was small in amount towards the termination of said business, was actually divided to and received by the complainant and the said other stockholders; and they submit, that it is neither just, equitable nor competent for the complainant to allege the said arrangement and the business done as aforesaid, against the directors or any of them, after acquiescing and personally aiding therein, and receiving the profits thereof for ten years.
    The defendants, in manner aforesaid, say that the said arrangements were made and business done in good faith, so far as they acted therein or consented thereto, and, as they believed, on the part of all the said directors, and with the only design to promote the interests of said transportation company and the stockholders therein ; and that the business of the Union Transportation Line was well known to the complainant and the other stockholders who contributed and made up the said 100 shares ■of stock sold as aforesaid, at the time of such sale.

      They admit that when the said resolutions of the Camden and Amboy Railroad Co. were passed, Stevens was a director and active superintendent of the affairs of that company, and that James Re ¡¡son was a director and treasurer of the Delaware and Raritan Canal Co., and a stockholder therein, and that the stock of the last-named two companies had been consolidated, as in bill alleged.
    They deny that, after the said transfer of the 100 shares to Hill, Fish, and Abbe and others, (which was done through said Stevens as attorney, as above stated,) Stevens either had, or claimed to have, or assumed the control of the company, or was, by the means in the bill stated, or any other means, enabled to elect such directors as lie thought proper, or that he did then, or has at any iittie since, controlled or continued to control the action of the company to suit his own views and purposes, but, in denial of the statements in that behalf made in the bill, say that, at and before such sale and transfer, E. A. Stevens and his brother, Robert 3b., under the firm and name of R. 3b. & 35. A, Stevens, held and owned one full half of the stock, and, for a •sime previously, a majority of the stock, and, by the said sale and ¡ransfer, their stock was reduced to 50 shares j that his brother, J. C. Stevens, never owned more than four shares; that the directors have been chosen by the stockholders, without any direct or indirect control of said Stevens, and that, in the only instances in which the annual election was not held, the meeting of the stockholders therefor had boon duly convened by notice, according to the provisions of the act of incorporation, and that the stockholders — the complainant being present, and acting— voluntarily adjourned, without making the election — E. A. Stevens being absent, and in no wise interfering therewith, directing or controlling the same.
    They deny that E„ A. Stevens, after he and his associates were appointed directors, took the said business from the Union Transportation Line, above referred to, and gave it to the said company, or appointed the said Fish and Abbe agents, or caused them to be appointed, as in the bill is stated, but they admit and state, that the business of the said line was secured to the company in the manner before stated, and that the arrangements therefor were known to the stockholders, they selling and transferring a portion of their stock, as aforesaid, and more fully accomplished by the action of the board of directors, of whom E. A. Stevens was one, and that said E. A. Stevens had no control or agency therein, except such authority and direction as was given to him by the stockholders and directors, and in entire subordination to them, and that, in fact, there was no change made in the directors from the first election of directors, in 1831, to the year 1838, but the directors were selected by the stockholders — Hager being present at every election, except that óf 1831 — by unanimous vote, as they believe.
    They admit that, on the 30th of December, 1836, at a meeting of the directors, the resolutions were passed which are in the bill set forth, in relation to the sale of the barges to Buck-man, and other matters in said resolutions specified, as stated in the bill, at which meeting Hager was present, and recorded the proceedings.
    They admit and say, that on the 1st of February, 1837 — not 1st of January in that year, as stated in the bill — an arrangement was made by the directors, and consummated by their agent, H. R. Swan — and not made by E. A. Stevens, in any manner independent of the board of directors, or acting otherwise than as one of the board, or by their authority — with Miller & Bancker, of New York, and C. F. King & Co., of Philadelphia, who were, heretofore, associated under the assumed name of “The Merchants’ Line,” for the purpose of, and engaged in the business of transporting merchandise between those cities, the nature and particulars of which fully appear by the resolutions which are entered in the book of minutes of the said company, dated February 1st, 1837, which are set forth in the bill, all of which were assented to by the board of directors, as was then well known to the complainant, by whom the same were recorded in said book of minutes.
    They say they admit that a meeting of the board was held at Spotswood, on the 23d of January, 1838, and say that E. A. Stevens, J. Neilson, I. Fisher, and Smith, the president, and the complainant, then secretary, were present, and that the accounts of the treasurer were examined, and were, as the board were-then fully satisfied, and as the defendants now fully believe, found correct in every respect; and thereupon it was resolved, that the receipts and expenditures be entered in the book of minutes of the secretary, and the same were entered by the complainant, in the manner stated in the bill; and the resolution declaring a dividend of $40 a share, payable February 1st, 1838, (and not 1835,) was thereupon passed by the said board; and a committee was also thereupon appointed to examine the books of the company, which contained the accounts of all their dealings, and the accounts of their agents, and report thereon. And the defendant Stevens, of his own knowledge, Neilson, upon the best of his recollection, and Thomson, upon information he believes to be true, deny that Stevens had any agency whatever in preparing, procuring or delivering the said alleged statement to the said board of directors, or to the said secretary, or had any other agency in relation thereto, otherwise than by examining the said accounts with the said other directors, and as a director uniting in said resolution.
    And they say that the complainant, during said years 1836 and 1837, was in the employment of the company, on board the Napoleon, and the receiving and collecting clerk, and that the earnings of the said boat were collected by him, and paid over (so far as he has ever accounted for and paid over the same,) to the treasurer of the company, and the receipts of the treasurer taken by him therefor; and that the said earnings were entered in a book kept by complainant, in which the amount thereof at all times appeared, which book remained in the possession of the complainant, and these defendants believe still remains in his possession ; and that the complainant, when he entered the said alleged statement, well knew the actual amount of the earnings of the said boat during the said two years.
    They say that, at the said meeting, the said amounts which are entered in the minutes, were not taken from any statement prepared or furnished to the said board, or the secretary, but that the books and accounts of the treasurer were produced to the directors, the complainant being present, and were audited and examined by the said board, and the result of such examination was taken down, to be entered in said book of minutes by the said secretary; and that the actual amount of the receipts of the said treasurer for 1837 was $40,808.37, and the actual amount of disbursements for the said year 1837 was $27,562.10, being the precise amounts entered in the said minutes, and the same did not include the receipts or disbursements of 1836, the accounts of which last-named year had been stated, and a dividend therefrom had been declared, at a meeting of the directors in December of the last-named year, the minutes whereof are entered in the said book, and signed by the complainant.
    ■ They say the complainant well knew that the aforesaid amounts were the true amounts ascertained by the aforesaid examination of the books of the treasurer, but that he erroneously entered the same, in his said book of minutes, as the earnings and disbursements of the Napoleon for the years 1836 and 1837, instead of entering the same as the receipts and disbursements of the treasurer, appearing on his said books, for the year 1837 alone, as the same truly were, and as they ought to have been entered; and they say that all the net earnings of the Napoleon have, in fact, been divided to and received by the stockholders.
    They admit that the persons in that behalf in the bill mentioned were regularly elected directors on the 7th of May, 1838 j and that Ira Bliss then was and still is the agent of the Camden and Amboy Railroad Co.; and they say that said Bliss was then a man of mature years, of experience in the business of transportation, and of high integrity, and in all respects a suitable person for a director.
    And they not only deny that there has never been any election of directors by the stockholders since the day last mentioned, but say that a meeting of the said stockholders has been held on the first Monday of May in every year since, and that at each of'said meetings five directors have been chosen by the said stockholders for the year then next ensuing.
    They admit and say, on the best of their information, and as they severally believe, that the “ other persons ” alluded to in the report submitted to the stockholders by E. A. Stevens, at their meeting on the 5th of December, 1834, in the bill mentioned, were the several persons, other than the members of the firm of H'll, Fish & Abbe, to whom the 100 shares were sold and transferred j and that the same were sold and transferred to the said several persons by the direction of the stockholders, and to carry oat the purposes for which, as hereinbefore stated, the said agreement and sale were made; and that among those persons were Robert F. Stockton, John Potter, John R. Thomson and J. C. Stevens, but not Robert L. Stevens, and that besides the above named there were fifteen others to whom said sto'ck was sold and transferred.
    They admit that said R.. L. Stevens, R. F. Stockton, John Potter, J. R. Thomson and J. C. Stevens, together with James JSeilson and B. Fish, were at the time directors in one or the other of the two joint companies mentioned in the bill; but they deny that the said persons controlled the management or concerns of the said companies, or either owned or controlled a majority of the stock of said companies.
    They admit that prior to 1839, the stock of the said Transportation Co. was held and owned by the several persons named in Schedule 1, annexed to the bill, and that a considerable number of the shares of said stock not held by the persons above particularly named, were held by the agents, engineers, clerks, or persons interested in the joint companies.
    The defendants, Stevens and JSTeilson, of their own knowledge, and Thomson as before, say and admit that the complainant was appointed secretary as stated in the bill, and continued and acted as such until April, 1839, and was fully aware of all the proceedings of the stockholders and directors, and in no instance, as far as they know or have ever heard, made any complaint, or expressed or intimated any dissatisfaction or objection in relation thereto. But the complainant was not continued in that office after the annual election on the 6th of May, 1839, and did not act as such; but the board, from time to time, appointed a secretary pro tern., and afterwards appointed Abraham S. Neil-son secretary of the company, and he has been continued in that office by the said directors, and is now the secretary of the company.
    They admit that after the complainant ceased to be secretary, M. C. Smith, who lias been president since the first organization of the company, called on the complainant for the book of minutes ; they have no knowledge or information of the conversation which then passed between the president and complainant, except from the bill; but they say the complainant was in no wise entitled to hold or retain the said book, his office of secretary having terminated; and they admit that he believed that said book would not be returned to him; but they deny that said book was wanted by or for E. A. Stevens, and deny that the same, or the alleged copy thereof, was ever delivered to said Stevens, or has ever been in his possession or custody; and they deny that the complainant is now, or has been since the first Monday in May, 1839, the secretary of the company.
    They admit that the complainant has not since that time been requested to attend any meeting of the board as secretary; but they deny that the reason therefor is, or that it is true, that E. A. Stevens manages, controls and directs, or ever has, the business of the company at his will and pleasure or otherwise, except so far as his office as a director required him to do, and so far as the superintendence and agency in assisting therein was entrusted to him by the stockholders and the board, and then at all times in strict subordination to them, as above stated; and they deny that when the directors or any of them are called together, it is only, or in any sense, a matter of form, or to ratify what he has done or determined to do, or because he wishes to keep secret the proceedings of the company.
    They say that the book delivered by the complainant to the president was by them believed to be the original book of minutes and treated as such, and the minutes of the meetings of the stockholders and directors have been entered therein.
    , They deny that E. A. Stevens has had the management or control of the company, or has expended or caused to be expended any moneys without the order or sanction of the board of directors, or for any purposes wholly foreign to the objects of the company or auxiliary thereto, or that any moneys have been expended or caused to be expended by him without rendering a full account thereof to the treasurer and board of directors; although it is true that the accounts of the daily business of the company and their receipts and payments are not and never have, been kept in the book of minutes of the proceedings of the meetiugs of said board; but the same are regularly entered in the books of the treasurer and receiving and forwarding agents of the company, at all times, under the supervision and open to the examination of the president and directors.
    They deny that the said four iron steamboats bought from R. E. Stockton, in the bill mentioned, were purchased by E. A. Stevens; but they admit and say that the board of directors purchased the same from R. E. Stockton, at the price in the bill named, which these defendants then believed and now believe to have been their fair value at that time ; and although it is true that said R. P. Stockton was at that time a director in the company, it is not true that he acted as such director, in any manner, in ordering, directing, or making such purchase. They say that said steamboats were built for the express purpose of being used as canal boats, to be propelled by steam, instead of horse power, and so that, after passing through the canal, they could continue to their destination without any addition or change of power; and that they were in good faith bought by the said directors to be used, and were used for the carrying on their said transportation business, through the Delaware and Raritan canal, to and from Philadelphia ; and the same were bought in good faith, and in the exercise of their best judgment, to carry on the legitimate and proper business of said company.
    They deny that either Stevens or the said directors have at any time, since the organization of the company, bought any schooners; and, denying that Stevens in any manner, independent of, or without the authority of the said directors, bought or built the canal boats next herein admitted, they admit that the board of directors built the steamboat Raritan, and built another iron canal boat, called the Mars, to be towed through the canal, but which was not a steamboat, and fifteen canal boats, and sixteen coal canal boats, (which canal boats are often called barges, as designated in the bill,) and at or about the prices in the bill named, and also bought the steamboat Hornet, as therein alleged; and they admit and say, that the three vessels called the Porpoise, Delaware, and Whale, were not purchased by E. A. Stevens, but were built by the said directors, at or about the price allege! in the bill; but they say that, when so built, .the three last-named vessels were and still are canal boats, and that after they had been for many years used as mere canal boats, without sails, the said directors caused sails and rigging to be added to them, for the purpose of enabling them, after they had been towed through the canal, to pursue their voyage without the expense of other propelling power.
    They admit, and say that, prior to April 1st, 1846, the Delaware, Porpoise, and Whale were used during the winter, and while the canal navigation was interrupted, and, so far as they recollect, during that period only, in carrying freight between South Amboy and New York, by the authority and consent of said directors, of whom E. A. Stevens was one; and that since April 1st, 1846, two of said three canal boats last mentioned have been employed in carrying freight between South Amboy and New York, by the like consent and authority; but, in all cases, only when the navigation through the canal was obstructed as aforesaid, and that upon charter, and on full compensation therefor to the company. And they deny that the said three boats were bought or built to enable said Stevens to carry into effect any contract with the Camden and Amboy Railroad Co. in the bill mentioned or referred to, or any other contract with said railroad company.
    They deny that said Stevens, or the said directors, or any of them, have caused the said iron steamboats, or any of them, to be employed in the transportation of goods or merchandise between Philadelphia and Hartford; but they admit that the said directors did, for a short time, authorize the said steamboats to be so employed between Philadelphia and Albany, in or about the summer of 1844; and they say that the said running of said boats was authorized in good faith, in aid of the general object of the charter, and not in violation thereof; and the same and the aforesaid employment of the Delaware, Porpoise, and Whale were well known to the complainant and the other stockholders, and no objection thereto made or intimated, as far as they have ever heard or known, until the filing of the bill.
    They say that at or before the original subscription to the stock of the company, the complainant and his said associates making such subscription, or some of them, bought for the use of the company, a sloop called the James Bennet, and invested a portion of the capital therein, and the same was, by the approbation of the complainant and the other stockholders, employed in the transportation business of the company for several years j and they say that neither the employment of the said three above-named canal boats fitted with sails, nor the addition of sails thereto, was, as they arc advised and believe, any breach of trust, or violation of the charier.
    They say it is not true that said E. A. Stevens bought or caused to be bought, with the funds of the said transportation company, any real estate in Philadelphia, and caused the title thereto to be vested in one of his brothers, or that he has been guilty of any breach of trust in relation to the Walnut street property, or any violation of his doty as a director of the companjp and they say, Stevens of his own knowledge, and Neilson and Thomson partly on their own knowledge, and partly on information they believe to be true, that the property in the bill called the Walnut street property, together with other valuable real estate in Philadelphia, adjacent thereto, was purchased in or about the year 1835, by E. A. Stevens and his brother Robert, for the use and benefit of the Camden and Philadelphia Steamboat Ferry Co., a corporation erected by or under the concurrent acts of the legislatures of New Jersey and Pennsylvania, and not for the use and benefit or with the funds of the said New Brunswick Co., and which said ferry company were and now are largely solvent, and of large responsibility, fully adequate to render the advance made by the said transportation company, on account of the said real estate, secure ; and the said real estate was, at the time of the said purchase, conveyed to them, the said R. L. & E. A. Stevens, and the title thereto has been held by them from that time to this ; and that the said ferry company then assumed and held the equitable ownership of the said real estate, subject to the payment to the said R. L. & E. A. Stevens of the amount by them paid therefor, or secured to be paid by the bonds secured by mortgages on the said property ; and that the said Robert L. & E. A. Stevens had no private individual interest in the said real estate, except for the repayment aforesaid of the discharge of the said bond and mortgages, and have never had any other private individual interest therein from that day to the present time, and have always been willing and ready to have the title, estate and interest in and to the said property applied to the benefit of either the Camden and Philadelphia Steamboat Ferry Co. or the said New Brunswick Co., as it ought in equity and good conscience to be applied; that after the said purchase the said Ferry Co. had and received the rents, income and use of the whole of said real estate, and repaid to the said R. L. & E. A. Stevens the money paid by them, and assumed the payment of the said bonds and mortgages, and the said real estate continued to be so held, owned, used and enjoyed until 1839; that prior to that year it became necessary for the said transportation company to have the use of some stores and offices and water front in Philadelphia for the purposes of their above-mentioned transportation business; and thereupon, and in or about 1837, the said R. L. & E. A. Stevens, by and with the concurrence of the said Ferry Co., permitted the said transportation' company to have the use of about one-third of the said real estate, (being the portion thereof which is denominated the Walnut street property,) at a rent of $2800 per annum ; and the said transportation company, by the authority of the directors thereof, took the possession and had the use thereof from that time, at the rent aforesaid, until the spring of 1839; that on the 20th of May, 1839, at a meeting of the directors of the said transportation company, held on that day, the said E. A. Stevens presented a map of the said portion of the said real estate then rented by the said company, and submitted to the said directors the propriety of purchasing the said property, consisting of two stores, a wharf and water lot, at a price not to exceed the capital of the then present rents, viz., $46,-666.66; and it was thereupon, at the same meeting, resolved by the said directors that the said E. A. Stevens be authorized to purchase the said property for the said transportation company, on the terms aforesaid, and that the sums paid from time to time be applied to the payment of the said mortgages on the said property, in which terms the said ferry company acquiesced, and the said sum was afterwards advanced by the said transportation company to effect the object of the said resolution ; and the said transportation company continued in the use and enjoyment of the said property for the purposes of their said business and of the income and receipts arising therefrom; and thereupon, or shortly thereafter, the said R. L. & E. A. Stevens caused the conveyances to be prepared to vest the legal title to the same in the said last-mentioned company; but before consummating the said contemplated purchase, eminent counsel in Philadelphia was consulted, and the said directors of the said company were advised, and as these defendants verily believe, truly advised, that the said company could not, under the laws of Pennsylvania, hold real estate within that state; in consequence of which advice and belief, the said deeds were never executed and delivered by the said R. L. & E. A. Stevens, but the said amount of the said purchase money had, nevertheless, in good faith, and without any knowledge of the existence of any obstacle to the said purchase, and to secure the necessary and proper use and enjoyment of the said premises for the benefit and advantage of the said transportation company, been applied to the said mortgages thereon. By reason of all which the said transportation company became equitably entitled, either to have the said money refunded to them by the ferry company, or to have and receive the proceeds of the sale of said property whenever the same .should be sold; and their equitable rights in this respect were fully recognized by the said ferry company, who permitted them to continue in the use and enjoyment of the said property and of the receipts therefrom, and thereafter, in March, 1846, the agent and superintendent of the ferry company stated an account of the said transaction, by crediting the transportation company ihe amount of the said advance, with interest thereon, and all payments made by them on account of said property, with interest thereon, and charging them with the rent for the use of the said property and their receipts from the same and interest on such rents and receipts, by which statement it appeared that the balance due said transportation company, according to such statement, was $43,014.20, which sum is the amount in the bill untruly stated to be or to have been invested in property in Camden, ISTew Jersey. And the said transportation company have not, in fact, so far as these defendants have any knowledge or information, any money whatever invested in any property in Camden.
    They say that eminent counsel in the State of Pennsylvania did advise the said company that the said property could not be held in trust for the said company, and they say, as to all the statements in the bill in regard to said "Walnut street property, and the said sum of $43,014.20, and in regard to the conversations or admissions of E. A. Stevens, so far as such statements in the bill are inconsistent with the truth of the foregoing allegations in respect thereto, they are false and untrue; and, on the best of their knowledge, information, and belief, they deny that the said property has yielded an annual income of 15 per cent, upon the sum. so as aforesaid advanced by the company, or anything near it, or that the said property has in any degree increased in value.
    The defendant Stevens says that E. L. Stevens and he are willing, and always have been ready and willing, to convey the said property to the said company, in re-imbursement of the amount so advanced and interest thereon, if they can be or are capable of holding the same, or to any other person in trust for them, if it shall be lawful and proper for them to do so.
    ■ The defendants deny any bad faith or breach of trust in relation to said property, and any intention on the part of them or either of them, or of the said E. A. & E. L. Stevens, to appropriate to his own use any increased .value of said property, and they have never appropriated to their own use any of the rents, income, or profits thereof.
    In regard to'the alleged purchase of property in Bristol, Pennsylvania, the defendants say it was conveyed to Benjamin Fish for and on account of a debt due the company by Morris Buck-man, the collection of which was very doubtful, and the same was consented to by the board of directors of the said company as the only means of collecting or securing said debt, and upon the undertaking of Fish to account to the said company for the income thereof, and the proceeds thereof, when the same could be advantageously sold, and for no other purpose, and they deny that said E. A. Stevens otherwise purchased the said property, although he acted, in procuring the conveyance, on the behalf of the said company, and by the authority and with the concurrence of the directors; and they deny that there was any breach of trust or violation of duty in relation thereto.
    They deny that E. A. Stevens, as sole manager, or otherwise, as in the bill is stated, made the loan to himself, in the bill alleged, but they say it has been the practice of the company, from its first organization, to reserve a portion of their earnings or profits, from time to time, to provide for the building or purchase of boats, for the carrying on of their business, as they were required, and also to provide against the very heavy risks necessarily incident to the extensive business in which they were engaged, which, at times, involved the transportation of more than $100,000,000 worth of goods iu a year, and that, out of such reserved earnings, the directors of said company, in or about 1840, did lend to said R. L. & E. A. Stevens, who are both of ample responsibility to render the same secure, the sum of $14,400.20, but not on their personal security alone. On the contrary, they say that the payment thereof, with interest, was secured by their note and the hypothecation of stock, worth, as these defendants believe, at least fifty per cent, more than the amount of such loan, and the same was regularly entered in the books of account of the treasurer df said company, the proper place for such entry; and they deny that said loan was any breach of trust or violation of duty on their part, or on the part of any of the directors.
    The defendants admit that other moneys have, in like manner, been loaned by .said directors of said company, to other individuals, amounting to $12,810.63, but they say that ample security has, at all times, been taken, and held for the re-payment thereof, with interest; and they deny all breach of trust or violation of duty in regard thereto.
    They deny that any agreement was entered into by any company or companies, or on their behalf, with the said transportation company, or with any person on the behalf of the said transportation company, that the said transportation company should pay an aggregate yearly sum for transportation on the said canal, as in the bill is stated, or that any similar agreement was made, or of any purport similar to that stated in the bill. On the contrary, the said transportation company have always paid tolls upon the said canal, upon each boat, according to the rates agreed upon for that purpose, by them with the canal company.
    They admit the said New Brunswick Steamboat and Canal Transportation Co., ever since the commencement of their operations, ha've done a very profitable business, and that, after the said arrangement by which the business of said Union Transportation Line was secured, the business and profits of said company were very much increased, and the said company continued to do the business of transportation on the said canal and railroad during the period in the bill stated, all of which they say inured to the benefit of the stockholders of the company, and they received the profits.
    They admit that the dividends of profits were made on the 15th of February and 4th of December, 1833, which are stated in the bill; and they say that the Napoleon ancl sloop Bennet were then the only boats employed by said company, and these dividends were for the earnings of said two boats from the spring of 1832 to last-named day; and that, since that time, all and every of the net earnings of the company arising between New York and New Brunswick, have been divided to and received by the stockholders, with all the other net earnings of the business of the company, except such portion as has been invested in boats and other property necessary and proper for the convenient carrying on of their aforesaid large transportation business, or held as a reserved fund, for the purposes before stated, or such sum as now remains in the hands of the treasurer of the company, and the said amount of the said bad debt secured by the said conveyance of the said real estate in Bristol, Pennsylvania, to the said B. Fish ; and the accumulation of property in the hands of said company has, by the aforesaid investments, made for the purpose of carrying on its said business, as aforesaid, amounted to upwards of $200,000.
    They say that a meeting of the board of directors of the said company was regularly held on the 18th March, 1846, at which proceedings were had which they believe to be referred to in the bill, but no meeting was held on or about the 30th of January of that year. That J. R. Thomson tendered the re.sigoation of R. F. Stockton as a director of the company, and flic following proceedings were had, the president, M. C. Smith, E. A. Stevens, J. R, Thomson and J. Neilson and the secretary, A. S. Neilson, being present. The president declining to preside, J. Neilson was appointed chairman, and Richard Stockton was appointed director, in the place of R. F. Stockton, who was then absent from the United States. The said Richard Stockton took his seat as such director. It was moved that the connection thou existing between the Camden and Amboy Railroad Co. and the New Brunswick Steamboat and Canal Transportation Co. be dissolved on and after the 1st of April; which motion was passed, the said Smith declining to vote, and the secretary was directed to enclose such resolution to the directors of the said railroad company, accompanied with the following note:
    “ Gentlemen — I am directed to enclose to you the following resolution, which has been adopted by the directors of the New Brunswick Steamboat and Canal Transportation Company, and to inform you at the same time, that the motive for discontinuing the connection which has existed for some time with your company, is the inadequacy of the compensation received for doing the business of the transportation on the railroad. This compensation amounts to not more than an insurance on the property carried by us, say $1 for $34,000 value, and for which we have been responsible.”
    The defendants say the foregoing is a true statement of the proceedings of the said meeting, and the said letter sets forth the true reasons for terminating the connection therein referred to, and that such termination was made in good faith and in the exercise of the best discretion of the said directors and for the best interest of the said company, and without any sinister or other motive whatever than above stated.
    And they deny all the statements in the bill inconsistent with the truth of the foregoing statement, and deny that there was any design or intention on the part of the said directors, or the said E. A. Stevens, to take, or that the said E. A. Stevens did, in fact, take any business from the said company in any other manner or with any other motive than is above stated ; or that he has given the said business to any other company whatever; or that he has caused the said business to be done otherwise than so far as, after the termination of the said connection, he, as a director and agent of the said railroad company, was required to conduct or superintend the same. And they say that the said u Union Transportation Line” is the name under which the freighting business has bee"- conducted on the said railroad by the said railroad company.
    The defendants admit that the form of receipts for goods given by the said company, was used and continued as stated in the bill, and that upon and after the dissolution of the said connection, the words “ New Brunswick Canal and Steamboat Transportation Company Proprietors ” were no longer used for goods carried on the said railroad; and they say that the said words were not used for the single and only reason that such last-mentioned company had no longer any interest in such business and was in no wise responsible therefor.
    They say that the bill, so far as it alleges that E. A. Stevens has had any other agency in the said transaction regarding the dissolution of the said connection and the subsequent conduct of the said business than is hereinbefore stated, and so far as it imputes to him any private motive or interest not above expressed, and so far as it states that the last-named company has any claim to the business or any earnings thereof, is wholly false and untrue.
    They admit that said board of directors, of whom said Stevens was one, but not that said Stevéns individually had, within the period of eight or nine years, expended or invested a large sum of money in the building and purchasing the above-mentioned steamboats, iron propellers, freight barges or canal boats, and coal barges, and one dock or wharf at Perth Amboy, and a store-house at New Brunswick, and other property, for the purposes in the bill in that behalf mentioned; and that the amount thereof is, as they believe, not widely different from the sum c.f $200,000, as in the bill stated.
    But they deny that the act dissolving the said arrangement with the Camden and Amboy Railroad Co. was any breach of trust, cr violation of their duty as directors as aforesaid, or was done otherwise than for the best interest of the stockholders in the said transportation company.
    They further deny that said Stevens has had or received any earnings of the steamboat KTapoleon, or of the steamboat Raritaw, or that such earnings have passed through his hands, or that he lias kept the accounts thereof, or that he has had or received or kept the accounts of the earnings of the two boats, called schooners in the bill, or of the earnings of the iron steam propellers, or of the freight or coal barges in the bill mentioned, or of the earnings of the Union Transportation Line. And they deny that said Stevens has had or received any earnings whatever of or from any of the business of the company, or had any account thereof, which he lias not fully accounted for to the said treasurer and board of directors.
    They say they have no knowledge or information, save by the bill, and they do not believe that there have in any manner accrued, in any part of the business of said company, either in the particulars in that behalf mentioned in the bill, or in any other parts of their business, any earnings, income or profits of any kind or description, which have not been fully accounted for to the treasurer and board of directors, and paid over according to their direction, in good faith, and either divided among the stockholders or invested or reserved, as before stated.
    They deny that any freight cars, for the purpose of transporting freight on the Camden and Amboy Railroad, have been purchased at any time by said F. A. Stevens, or by the board of directors, or with the funds of the said company, or by any agent or employer of the company, or other person, for or on account of the company.
    And in regard to the alleged rent of the property called the Walnut street property, iu Philadelphia, they say the same was in the actual use and occupation of the said company, and that they were charged with the rent thereof down to the time of the stating of the aforesaid account thereof, and allowed interest, as before stated, and that since that time the rents have been received by the Camden and Philadelphia Steamboat Ferry Company, who are now in the receipt thereof; and they are ignerani and cannot set forth the amount of rent the said property produces, but they say that, so far as they have any information, and as they believe, the same doth 'not yield a rent of $6000 per annum, nor any amount near that sum.
    They say that Wm. Anderson is the book-keeper of the company in New York, entering the returns from the various agents in charge of the business of receiving and delivering goods in that city ; and that Wm. H. Gratzmer is the agent of the company in Philadelphia, in charge of a portion only of the business of receiving coal in that city, and returning the vouchers and accounts thereof to the treasurer; and that they keep their proper books of account of the transactions done, which books the defendants admit are now in their possession, but are not in the possession of the said A. Decker or Wm. S. Freeman ; and they say that other books of account are kept on hoax’d the steamboat running between New Brunswick and New Yox’k, by the clerk thereof; and that, during the various years of the operations of the company, the other agents in New York and Philadelphia have kept their own proper books of account of all the business done in those cities by or with them as such agents, and returned an account of such business, with the bills and vouchers thereof, to be entered in the books of the company in-the hands of the said Anderson ; and that all other books of account are kept, and have been kept, by the treasurer, at his office-in New Brunswick; and all of the said company’s books of account have been, from time to time, submitted to the dix’ectors of the company, and have been, at all times, open to their inspection and examination. And they deny that the said book of minutes, in the bill mentioned, is now, or ever has been, in the possession, custody or keeping of the said E. A. Stevens.
    As to theAmounts of the said earnings of the respective boats, vessels and lines conducting the business of said company, they cannot state whether they amount to the various sums in that behalf alleged in the bill, from the year 1836 to this time, but they admit that the amounts of such earnings have been great;. and they say they have all been du'ly accounted for and divided to and among the stockholders, invested, expended or reserved in manner above stated ; and that, over and above the current expenses of the company, there has been actually paid, since 1836, for dividends, the sum of $96,000, and the amount accumulated and now belonging to the company, invested in steamboats, canal boats, and other property purchased in good faith for the carrying on of their business, together with their aforesaid reserved or surplus fund, amounts to more than four times the capital of the said company.
    As to the alleged concealment of the aforesaid hooks of account of the business of the company, or any orders or directions to have the same concealed, or any efforts made by the stockholders, or any of them, to see or have an opportunity to examine said books, the defendants Neilson and Thomson have made do such concealment, nor given any such orders, nor received any such application, nor had the custody or keeping of such boobs of account, nor had any information of any such orders, concealment or directions; and the defendant Stevens, for himselfj says that he has never had the said books of account in his possession, keeping or custody,-the same being, at all times, in the hands of the proper agents, treasurer and other officers of said company; that he has never given any orders or directions to such agents, treasurer or other officers to conceal the said hooks, or to keep the same concealed from the stockholders, or from any of them; and that it is not true that he has been repeatedly called upon by the complainant, or by other stockholders, to permit them to see the books of the company.
    That, according to his best recollection, and as he verily believes, the only stockholder who has ever, prior to the 18'th of March, 1847, applied to him, or to any other agent or officer of the company, to see the books of the company, was James Bishop, senior, now deceased, about three or four years since, whose object, as understood by this defendant, E. A. Stevens, was to learn the value of his interest in said company as a stockholder, and in two conversations made such request; this defendant stated to said Bishop his opinion that it was important to the interest of the stockholders that the business of the company and the profits of the business should not be made public, and the interests of the stockholders be prejudiced by the competition which would thereby be attracted, and in good faith, and with the only desire to benefit the stockholders and promote their common interests, gave said Bishop his reasons for such opinion, which were as hereinafter more particularly stated.
    That, though it is true that said Stevens did not exhibit to said Bishop the books of the company, or give any orders or directions to the clerks, agents, book-keepers or treasurer of the company to exhibit the same to him for his inspection, this defendant did not refuse to allow him to inspect or examine them, but gave to him such information and explanations that he declared himself perfectly satisfied, and, so far as he, Stevens, has ever known or heard, the said Bishop was perfectly satisfied, and so continued to the time of his death ; and as to any refusal by him, Stevens, to give the complainant any account or information as to the mode or manner in which the affairs of the company are or have been conducted, and as to any calls made upon him, or upon any other officer or agent of the company by the complainant, or any other stockholder or stockholders, to see and have an opportunity to examine the books of said company, either in the possession of said Anderson, or the said treasurer, or of any other agent or officer of the company, or the said book of minutes, none of which were or have been in the possession or custody of said Stevens.
    Stevens says he has no knowledge, information or recollection, and does not believe that, prior to said March 18th, any such call or request was ever made on him or any other agent or officer, by the complainant or any other stockholder not being a director of the company, and that the only application or applications made to him by complainant, prior to the day last mentioned, for information in regard to the affairs of the company, were for this defendant’s appraisal of the value of the property of the company, consisting of steamboats, iron propellers, canal boats, and other property of the company, and a statement founded upon such appraisal of all the assets and liabilities of the company, to enable the complainant to sell his stock in the company, as hereinafter stated, and under the circumstances following, viz.: at or about April 1st, 1846, James Bishop, Jr., a stockholder, called on the defendant E. A. Stevens, and stated to him that he, Bishop, wished to sell his stock in the said company, and with that object, and for that purpose, wished to learn from this defendant what was its then value; and the defendant, from a desire to oblige Bishop, and aid him in making a just estimate, prepared in good faith, and according to the best information he possessed or could obtain, and according to his best judgment, this defendant’s appraisal of the property of the company, and a statement founded thereon of the assets and liabilities of the oampany, so as to show the value of the stock; and this defendant is informed, and verily believes, that a similar appraisal, statement, and estimate was, without any concert or communication with this defendant, E. A. Stevens, prepared by M. C. Smith, the president, in connection with one or more of the stockholders, which said statements and estimates were found by said Bishop very nearly to agree in their results; and thereupon this defendant, E. A. Stevens, consented to purchase the stock of said Bishop, such purchase to be for the company, if the board of directors should deem it expedient and for the interest of the stockholders to take the samo, and if not, then for the private account of this defendant, and did purchase the same accordingly ; and the said appraisals and estimates so made, and the said sale, were communicated to the complainant, who, thereafter, saw this defendant, and requested him to buy his, the complainant’s, stock, at the same price, which this defendant declined, and stated to him that it had been suggested that his aforesaid estimate and statement was, in some respects, inaccurate; upon which, the complainant requested this defendant to revise his aforesaid estimates and appraisals, and prepare a new statement for him; which this defendant consented to do as soon as his leisure would permit; aud thereafter, on or about March 12th, 1847, the complainant called on this defendant, at his private residence at Hoboken, before this defendant had been able to revise or re-examine the said statement, aud urged this defendant to buy his said stock at the price aforesaid ; and on several occasions the complainant saw this defendant, aud made the like request; and in one instance, in company with Laurence Fisher, another stockholder, who also expressed a desire to sell his stock. And, so far as this defendant then had any intimation, or believed, or now believes, the refusal of this defendant to buy the stock of the complainant was the only subject or occasion of dissatisfaction on the part of the complainant. And this defendant denies that said Bishop, junior, or the complainant, or the said Eisher, or any other of the stockholders, have made any request to see the said books of the company, or asked any other information of the affairs or business of the company, or of the manner in which the same were conducted, except as above stated.
    The defendants admit and say, that said Stevens has frequently, in conversations with the stockholders, or some of them, and as they believe in his said conversations with said Bishop, senior, expressed his strong desire that the business of the company and the profits thereof should not be made public, and for the reasons then and often before and since given, that it would invite competition, and so prejudice the interests of the stockholders; and that, in the peculiar business in which they were engaged, it was especially important, and had been found essential to success in the •business, by all steamboat and transportation companies; and such was in fact his opinion, in good xaith, without any concealment or deceit; and, so far as he ever knew or believed, until the filing of the bill, all the stockholders concurred; and he says that, otherwise than so far forth as he entertained and expressed the said opinion, he has never expressed any unwillingness to have any of the affairs of the company, or books of account, or proceedings examined by any person, or to give any person any information in relation thereto in his power. And he says that, so far as he has had any agency, management, or superintendence of the affairs of the company, the same has always been fully accounted for to the board of directors, and the business so done regularly entered in the books of the company.
    The defendants, in relation to the alleged call made on Stevens on the 18th of March, 1847, say it is not true that Stevens stated to the complainant that he, Stevens, managed the company as a close corporation, and should not give any statements of the earnings or profits of the company to the complainant. But, ■on the contrary, Stevens, being in attendance at New Brunswick upon a meeting of the directors held that day, stated distinctly to the complainant, and to other stockholders then present, that .he would cause a meeting of all the stockholders of the company to be called within a few days, and that at such meeting all the books of the company, and all the accounts of the business of the company, froin the first, would be laid before the stockholders for their examination, and thereupon, and without any notice of any application by the complainant to this court, or of any intention on the part of the complainant to make such application, a meeting of the stockholders of the company was called by the secretary of the company, by authority of the said directors, to be held at New Brunswick, on the 3d of April, 1847. And for the purpose of facilitating the full and satisfactory examination of the said books of the accounts of the business of the company, and the property thereof, and all the earnings, dividends and profits arising therefrom, the said directors, without any notice as aforesaid, caused full and accurate abstracts to be made up from the said books of the book-keepers in the employment of the company, showing the assets and property of the company, the state of their said accounts, and the business, earnings, profits, and dividends therefrom, and all and every the matters aforesaid, from tile first organization of the company, to be laid before the said stockholders to be examined, together with the said books, to be compared therewith, and investigated as the said stockholders might think proper. And in pursuance of such call, the said meeting of stockholders was convened, at the time and place aforesaid, and in pursuance of the assurance ho given to the company, the said other stockholders, by said E„ A. Stevens, and not for the purpose or with any intent to elude or evade any action or order of this court, or on account or in any manner by reason of any application to this court, but in good faith for the full satisfaction of all the stockholders, in accordance with such assurance, all the books of the said company and the said abstracts thereof, were laid before the said stockholders by the treasurer and board of directors, and a committee was thereupon appointed to examine the same, and report thereon, by whom, during an interval of adjournment allowed for that purpose, such investigation and examination was made, and reported, and as these defendants believe, to the entire satisfaction of all the said stockholders except the complainant.
    The defendants say there is no provision in the charter of the company requiring that the office of the directors be kept in New Jersey, but, nevertheless, they say that an office has always been kept in New Brunswick, by the treasurer of the company, in which the books of accounts of the treasurer are and always have been kept.
    The defendants say that on or about March 18th, 1847, they were informed, and they believe it to be true, that the complainant was, in connection with sundry associates, about to commence the running of a steamboat from New Brunswick to New York, in opposition to the boat of the company, and they say he has admitted that such is his intention; and they believe that the whole object of the complainant, since he conceived such intention, and the object of filing his said bill, is to create difficulty in the company, expose its affairs and the private interests of the stockholders therein to the public, and, so far as in his power, to injure and break down the business of the company. And they say that since they received such information, E. A. Stevens has, as they admit, as one of the stockholders, having a very large interest in the company, and not otherwise, remonstrated and objected to subjecting the affairs of the company to such exposure, for the reasons above set forth, and for no other reason whatever, and with no purpose, object, or design than to promote the best interests of all the stockholders.
    The defendants say that the said board of directors, and not E. A. Stevens, in the exercise of their best discretion, and, as they then believed and now believe, for the best interest of the stockholders, sold sixteen coal barges, the property of the company; that they did not call a meeting of the stockholders to consult them in regard to such sale, that it has not been usual to call such meetings or consult the stockholders in regard to the details of the business of the company, from the first organization to the present time; these defendants believing that the purpose for which the directors of the company were appointed was the conduct and management of such details, in their discretion, as the interest of the stockholders might require; and they deny that Stevens, or any of the defendants, or the said board of directors, have any intention of selling the said sixteen freight barges in the bill mentioned, unless the company should go into liquidation and cause its affairs to be wound up and settled.
    The defendants, denying as before that Stevens has independently, and not in subordination to the board and with their authority, concurrence or approbation, done anything in the premises, say that the business of the said company has, by and with such consent, authority and approbation, been done, and the accounts thereof kept in and under various names used to discriminate the different branches of their business, and for greater convenience in keeping the accounts thereof and distinguishing the different interests of the various persons who have from time to time been interested with them in the business done by them or in the different branches thereof. And in so doing, although these defendants do not now recollect the use of all the names in that behalf alleged in the bill, they are willing, for (be purposes of this suit, to admit and do admit that all of the said names may have been used for the purposes aforesaid, during the period of the existence of the company ; but t hey utterly deny that such names have been used for the purpose of concealing or keeping secret the operations or business of said company from the public or the stockholders, or to prevent theta from obtaining any information in regard to the proceedings of the company, or for any unlawful or improper purpose, or from any other design or motive than to promote the convenient, safe and successful prosecution of the said business, and make the same profitable to the stockholders for their benefit and advantage.
    They admit and say that from the time when E. A. Stevens consented, on the application of the said associates who after-wards became stockholders in the year 1831, to unite his interest iu the transportation business with them, and became a stockholder as before stated, lie has given thereto his best endeavors and exertions, in good faith, to promote the success of the company, enlarge its business and increase its profits for the benefit of the stockholders therein; and that in so doing he has at ail times preserved a vigilant general superintendence of the affairs of the company and its various agents, and under the authority of tiie hoard of directors, and with their concurrence and approbat-ion and in subordination to the president and directors, has managed the affairs and business of the company with fidelity and skill and greatly to the advantage of the said stockholders, and in such wise that the board of directors have been able to declare and pay to the stockholders annual dividends of from 16 to 18 per cent, per annum, from 1831 to this time, over and above the current expenses of the company and the aforesaid accumulation of capital, by earnings and profits of the business of the company, invested and reserved as aforesaid, amounting to more than four times the amount of the capital paid in by the stockholders; and that in his said general superintendence, the said Stevens has, with the concurrence and approbation of the said board of directors, and with the full knowledge and acquaintance of all the stockholders, from the year 1831 to the filing of the bill, exercised broad discretionary powers, and that no complaint has ever been made by any stockholder in relation thereto, or the management of the affairs of the company; and in such management the said Stevens has always done what, in good faith and in his best discretion, he deemed for the interest of the stockholders.
    The defendants say that the conduct and management of the affairs of the company, so far as the same has devolved on said Stevens as above stated, has been, and as they believe, is now entirely satisfactory to every stockholder in the company, the complainant not excepted; and in confirmation of this they say that at the said meeting of the stockholders at New Brunswick, on the 3d of April, 1847, every share of stock was represented by the holder thereof in person or by proxy, except two shares in the name of A. Jenkins, deceased, in behalf of whose estate, however, his brother, M. Jenkins, was present and acted, (in what capacity the defendants are ignorant,) and except, also, one share in the name ofWilliam Gulick, who was absent. That at such meeting the said stockholders were informed that the complainant had given notice of an intention to apply to this court for the receivers prayed for in the bill, and thereupon the following resolution was unanimously passed by the stockholders, the complainant being present and voting for it, viz.:
    “ Resolved, That the thanks of the stockholders are due to Edwin A. Stevens for the ability and success with which the affairs of the New Brunswick Steamboat and Canal Transportation Company have been managed by him, and that they have undiminished confidence in the management of the affairs of the company.”
    The defendants, protesting and insisting that they are not liable, and cannot be required to render the accounts prayed for in the hill, in any suit to which the said New Brunswick Co. is not a party, say that they have rendered to the board of directors of the said company, full and true accounts of all and every their respective acts, receipts, and payments, in the conduct of the affairs of the company, and they say and insist that there is no proper party before the court to or with whom these defendants can, either in law or equity, be called to account.
    They deny the breaches of trust and violations of duty charged in the bill, and all and every misapplication of the funds or property of the company, by them, or with their knowledge, and say that, so far as they have done, authorized, approved, or known, the whole conduct of the affairs of the company, and the application and appropriation of the funds of the company, have been done and made in good faith, for the best interests of the stockholders, and for the purposes, and within the powers embraced in the charter. The said investment of the funds of the company, in the purchase of boats, vessels, steamboats, and other property; the said reservation of a portion of its funds, by way of surplus, io meet and guard against contingencies, and provide for the purchase and building of boats; the employment of the boats and vessels of the company in manner above set forth ; the running of the various transportation lines by the said company, as in the bill is stated and herein admitted; the termination of the said contract with the said Camden and Amboy Railroad Company; the aforesaid general superintendence of the business of the company by said E. A. Stevens, and the mode and manner in which such business has been done — -have been open and notorious, and without any concealment on the part of these defendants, or any of them, and acquiesced in by the stockholders during the whole period of the existence of said company, until at or about the time of the filing of the bill.

      W. Hoisted and P. D. Vroom, in support of the motion for a receiver.
    They cited 1 Edw. 84, 518; 9 Simon’s Rep. 53; 3 Paige 222; 6 Cond. Rep. 240; 6 Wheat. 597; 19 John. Rep. 1; 4 Peters 152; Angell & Ames on Corp. 60; 4 Cranch 128; 4 Wheat. 636; 3 Ward 583; 7 Ib. 31; 3 Pick. Rep. 232, 9; 2 John. Rep. 109 ; 4 Pet. 168; 11 Ib. 546 ; 6 Hill’s Rep. 37 ; 4 Wend. 22; 4 Day 322, 3; 2 Halst. Rep. 98; 1 Gallison 94; Cro. Jac. 363, 503; 5 Bac. Ab. 344; 2 Sound. 277; 1 Ld. Raymond 202; Cro. Jac. 315, 425; 3 Munroe 17; 5 Dana 85; 1 Smith’s Prac. 277; 8 Ves. 87; 9 Missouri Rep. 606; Edw. on Receivers 1, 2; 3 Atk. 564; 7 Paige 294; 1 Ib. 587.

      L. B. Woodruff and G. Wood, contra.

    They cited 1 McCoy 29; 2 Paige 438; 3 Mylne & Craig 309; 2 John. Ch. Rep. 371 ; 1 Green’s Ch. Rep. 163; 15 Pick. Rep. 363; 2 Russell 126; 3 Paige 230; Angell & Ames on Corp. 441; 2 Story’s Eq. Jur., § 951; 4 R’ph’s Rep. 578; Angell & Ames on Corp. 83, 4, 158, 9; 12 Ves. 4; 2 Mad. Prac. 187, 8, 9 ; 16 Ves. 59; 2 Paige 452; Story’s Eq., § 821; Story on Partnership, § 228 ; 1 Russell 441; 15 Conn. Rep. 475; 3 Cowen 264; 16 Mass. Rep. 102.
   The Chancellor.

The' bill is exhibited by one stockholder of one incorporated company (The New Brunswick, &c.) against three other stockholders, who are also directors of the same company, praying an account of all the property bought by them, or either of them, with the money of the company, and of the rents and profits thereof, and of all moneys received by the defendants, or either of them, from the business of the company, and expended in the purchase of property, and that the defendants may account for all breaches of trust as directors, agents, or trustees of the company, and make good all losses incurred thereby, and may account for all moneys made by them, or either of them, by the purchase .or sale of any property of the company; and may be decreed to pay to the complainant his proportionate share of what may be found due, and of all surplus moneys in the hands of them, or either of them, not required for the business of the company, or to pay the same to a receiver; and that all the property not necessary for the objects of the company may he sold, and the proceeds divided among the stockholders, or paid to a receiver; and that a receiver may be appointed of the rents and profits of the real estate at Camden, purchased with the funds of the company, and of all other property purchased by the defendants, or either of them, with the funds of the company, without the consent of the company, and not necessary for the objects thereof; and praying, also, an injunction restraining the defendants from selling any real estate purchased with the funds of the company, and from selling any other property of the company without the consent of the stockholders, and from managing and controlling the affairs of the company at their will and pleasure, and without the consent of a lawfully constituted board of directors. An injunction, pursuant to the prayer of the bill, was allowed.

A supplemental bill was afterwards filed, stating other facts, and making other persons defendants, and praying the same relief against them, and praying that they and the defendants in the original bill may be restrained by injunction from disposing of any property of the company, and from winding up its a-fiairSp or causing it to go into liquidation, without the consent of the stockholders. An injunction, pursuant to the prayer of this bill, was also allowed.

A motion is now made, on the part of the complainant, for the appointment of a receiver, to take charge of certain real estate situated in Pennsylvania, on the Delaware river — one tract in Bristol and the other in Philadelphia (called the Walnut street property)- — alleged by the hill to have been purchased with the funds of the said “ The New Brunswick,” &c., the legal title to which tracts, respectively, is in the name of one or more individuals, without the recognition of any interest of “ The New Brunswick,” &c., therein; and also to take charge of certain moneys, alleged in the original bill to be the funds of “ The New Brunswick,” &c., in the hands of E. A. Stevens, the use of which, the bill alleges, he has improperly obtained.

The answer of the defendants to the original and supplemental bill has been read in opposition to the motion; and, among other things, states that the said moneys were loaned to said Stevens by the board of directors of The- New Brunswick Steamboat and Canal Transportation Company.”

There is one ground on which, in view of the whole case as developed by the bill and answer, the motion for a receiver might, perhaps, be safely denied, without considering other objections to the allowance of it. From the allegations of the bill, it would seem to appear that the enormous accumulation of property by the New Brunswick Co., of which the property for which a receiver is asked is claimed to be a part, is the result of a fraud on the rights of others, not parties to this suit, nor parties to the arrangement between the New Brunswick Steamboat and Canal Transportation Co. and the united railroad and canal companies, set forth in the bill, which produced such accumulation. And this may turn out to be so, notwithstanding anything said in the answer. If this be true, this court would not become the instrument to distribute the spoils, on the application of one who has been a stockholder from the beginning in the New Brunswick Steamboat and Canal Transportation Co., and cognizant of the fraudulent arrangement and proceedings which produced such accumulation, which is the position of the complainant in this case.

But the motion must be denied on other grounds. As to the Walnut street property, it was in the use of the New Brunswick Co. a number of years, and during that time the situation of it in reference to title was the same as it is now. While the arrangement with the said united companies existed, and the business charged by the complainant to be illegal and fraudulent, and from which the overgrown accumulation of property arose, was continued, the complainant, with full knowledge of the arrangement, was silent. But when the business was discontinued, the complainant filed his bill, alleging that this property is not necessary for the legitimate business of the New Brunswick Steamboat and Canal Transportation Co., and prays that it may be sold, and the proceeds of it distributed ; and asks that a receiver may at once, on the filing of his bill, be appointed to take charge of it. The complainant is in no more danger now in reference to the title of this property than he has been for years. and no apprehension of danger is alleged as to the responsibility of the person in whom the title is. Delay is often fatal to an application for a receiver, and in this case an application by this complainant for the prompt action he asks of the court comes with ill grace. As to the real estate in Bristol, the title is in a director of the Sew Brunswick Co., whose responsibility is not questioned, and no danger of loss is suggested.

As to the money loaned to Stevens — when the object of a suit is to compel the payment of a sum of money, there seems to be no propriety in ordering it to be paid to a receiver on the filing of the bill. It may also be said, in reference to this money, that no danger or apprehension of loss is suggested.

It is unnecessary to consider the difficulty suggested on the argument of appointing a receiver to take charge of real estate situated in another state.

Motion denied.