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for the certificates. I became very indignant. I was bewildered. I was convinced then a fraud had been perpetrated, and I was determined to discover it, and I sent my son-in-law, Sir Keith Jackson, out at a ruinous cost. I wanted myself to go, or for Sir John Hay to do so. Longbottom was a most difficult and violent man to deal with. I prevented a duel between him and Campbell. It was a very unpleasant thing to expose yourself to be smashed by a ruffian. (Laughter.) I urged the board to dismiss Longbottom. I also about this time began to suspect Prince. I have every reason now to believe that I was tricked and deceived by Longbottom and Prince. At the time I thought it advantageous for the company to secure the bargain. I invested in the company in the belief that ultimately it would be a good investment.

Mr. Frederick Francis was next examined by Mr. Hawkins, and detailed his first introduction to the company in similar terms to those used by Sir John Hay. He was satisfied with the names of the directors and the statements of the prospectus, and consented to become a director on condition that he should have a substantial share in the business, and that his private address should be printed in the prospectus. The latter condition having been violated, defendant at first wished to withdraw, but was over-persuaded. He made every inquiry, and was perfectly satisfied with the soundness of the undertaking.

Sir Keith Jackson was then called and examined by Mr. Giffard, and stated that he had been to Canada to make inquiries. His suspicions were first aroused about two months after he arrived by the constant breaking down of the machinery, but he then still believed in Prince. Subsequently he came to the conclusion that the property was not worth one tenth of the purchasemoney. The tanks were capable altogether of producing about 15,000 barrels. The supply of oil was enormous. All the money produced was spent in Canada.

When the court assembled Feb. 16th, Mr. Day addressed the jury on behalf of Sir John Hay. He put before them the improbability of men in the defendants' position knowingly connecting themselves with a fraudulent transaction, and suggested that the only reason shown for it was a small amount of directors' fees. They had issued the prospectus after really having satisfied themselves of the soundness of the scheme, and so could not be held guilty of the charge of fraud. With regard to Mowatt, the fact that a suspicion that the Crédit Foncier was engaged in a rival scheme was a reason for the directors refusing to heed his warnings. Whatever dishonesty there was in the matter on the part of others, on the part of the defendant there was no concealment. Sir John Hay had held his shares and given his two sons a number of shares in belief of the honesty of the undertaking.

Mr. Giffard, on behalf of Mr. Eastwick, said the defendants were as much astonished as others by the exposal of the trick. That it was manifest Prince had forged the books of supply, and that there was nothing culpable in Mr. Eastwick's accepting them, as he could not have supposed he was going out amongst thieves. Taking credit for all payments to him, his client was 3,6007. out of pocket by the enterprise.

The Solicitor-General, on the part of Sir Seymour Blane, said that though that gentleman knew Longbottom was Prince's agent, he had no reason to believe him dishonest. It would have been better not to accept the vendor's qualifications, but there was nothing illegal in doing so. There was no imprudence as to the prospectus, as the directors had no reason to expect fraud.

Mr. Watkin Williams, on behalf of Mr. Torrens, reminded the jury that Mr. Torrens had consulted counsel before taking the vendor's qualification, and there was nothing illegal in it. He took every means to assure himself of

the honesty of the undertaking, and it was absurd to expect them as men in the City to place absolute reliance on statements to the contrary issuing from the Crédit Foncier.

After an adjournment of several days, in consequence of the severe indisposition of Lord Chief Justice Cockburn, the trial of the action against the directors of the Canadian Oil Works Corporation was resumed on Feb. 24.

His Lordship commenced his summing up by saying that it would be difficult to exaggerate the importance of the case. It was one which required the most careful and vigilant attention of the jury, and whatever might be their verdict, he hoped that the case would not be without its salutary effects: that it would be a warning to gentlemen of rank and means not to lend their names to schemes the merit of which they were incompetent to test, and to that portion of the public who were rendered credulous by the desire of inordinate gain, and who were ready to run with every scheme which promised more than ordinary profit, totally forgetful that where there is an inordinate chance of profit there would generally be the probability of commensurate losses. The plaintiff, continued his Lordship, said that upon the faith of certain representations put forth by the defendants in the prospectus which they issued, he was induced to purchase bonds and invest in shares. Those representations, he said, were untrue, and were issued without an honest belief in their truth. The result had been that he had lost all the money he invested, and he contended that he was entitled to recover the money which he had paid as the price of his bonds and shares. These were the allegations the plaintiff had to make good. With regard to the first, it was necessary that the jury should be satisfied that it was upon the faith of the prospectus that he advanced his money, and had not, after certain representations had been submitted to him, acted on his own judgment. The second and more important question was, What was the liability of the party making representations such as were made in this prospectus? In the first place, that must depend upon whether the statements were absolute, or whether they were made, if he might use the expression, sub modo. It must be considered whether the directors issued the prospectus believing that these statements were absolutely true, and that they pledged themselves to their truth, or whether they said, "We make these statements, but we make them upon the faith of our belief in the data and materials which we here append." That made a very important difference, because if they meant to pledge themselves to their belief in the facts, independently and irrespectively of the data upon which that belief might be founded, and they had not a substantial belief in the truth of those statements, the case must be decided against the defendants. On the other hand, if what they meant and what they conveyed was this, "We make these statements upon the faith of these data, and we honestly believe in the genuineness and truthfulness of these data," then, although the belief might turn out to be not well founded, if they honestly believed it at the time, they were entitled to the verdict. As a matter of law, if the statements were held to be a warranty as to the concern, inasmuch as they were now admitted on all hands to be untrue, their verdict must be for the plaintiff, as when a man warranted a thing, however honest he might be, if his warranty turned out wrong he must abide the consequences. It was not a question of his good faith. If, on the other hand, a man represented a thing, and said he believed that representation, and asked another man to act upon it, and it turned out that what he represented was not correct, then the question of good faith would come in, and the point would be, Did he believe in the truth of the representation he made? There

was now no doubt that the statements in this prospectus were untrue, but one of the points for the jury to decide would be, Did the defendants know they were untrue, or were they not dupes themselves? It seemed to him impossible that five gentlemen occupying the positions of the defendants could knowingly lend themselves to a scheme the utter hollowness and rottenness of which must speedily become manifest to the world, and so bring upon themselves the loss, shame, and infamy which must necessarily attach to a transaction of this kind. They must have been led into this fool's paradise by others who were more clever than themselves. If that were so, it was rash conduct, wanting in judgment and deliberation; but the question for the jury to decide was not whether the defendants had lent themselves to what had turned out to be an abominable fraud, but did they lead the way in that fraud, and did they allow persons to put forth statements in their names the truth of which they did not believe or had not cared to investigate? His Lordship then described at considerable length the formation and bringing out of the company. With regard to the appointment of solicitors, his lordship said that an important point arose as to the bona fides of the defendants. They had first asked Messrs. Baxter, Rose, and Norton to act in that capacity, and it was hardly consistent with meditated fraud to attempt to secure the services of such a firm of solicitors as that. Another point, in the favour of Mr. Eastwick, was the fact of his having asked Sir Stafford Northcote to become a trustee. Speaking of the original contract which was entered into for the sale of these wells, his Lordship pointed out that it contained a condition that the money was not to be paid until a deputation had visited Canada and satisfied itself of the bona fide character of the concern. Now, if the directors knew that the whole affair was fraudulent, why should such a condition be inserted in the contract? Coming to the prospectus, his Lordship said two points rose upon it-First, whether the scheme itself was an honest one; and secondly, whether, supposing it to have been honest on the part of the directors, was the prospectus itself an honest one? That the scheme was a fraud on the part of the vendors of the property was undeniable, but were the directors a party to that scheme? What were they to gain by it? A qualification of 40 shares representing 1,000l. and certain salaries. Did the jury think these considerations sufficient to induce five gentlemen, men of standing and position in the world, to allow the vendors and promoters of this scheme to extract 160,000l. in hard cash from the pockets of the debenture holders, who were to be swindled out of their money? Although, his Lordship resumed, the defendants might be acquitted of fraud, yet they might still be responsible by the prospectus. No one had a right, with a view to his own or another man's benefit, to induce a man to enter into a common project by stating what was delusive and untrue, even although he did so for their own common advantage. If, again, they found, after they had in good faith issued the prospectus and before they received the plaintiff's money, that their hopes were delusive, they were as responsible as if the prospectus had been intended to deceive. His Lordship confessed that sending out the deputation to Canada was a strong proof of their honesty and good faith, unless, indeed, the jury thought it was part of a terrible fraud. With regard to Mr. Eastwick, he was evidently a simple and honest man who could easily be deceived by such a man as Longbottom; and as to the warnings received from Mr. Mowatt, his Lordship said they would have to consider whether those warnings ought to have satisfied them that there was something fraudulent in the scheme, and that they ought to hold their hands. It was a grave and serious error on Mr. Torrens' part that he did not at once go to his

brother directors, and tell them what he had heard, instead of which he went and consulted with Longbottom, who stated that these reports were the result of rivalry. If Mr. Torrens honestly disbelieved the whole story, no blame attached to him except imprudence; but if it shook his confidence in the scheme and he did not communicate it to his colleagues, lest they should decline to bring the company out, then he did not act in good faith in allowing the prospectus to go forth. That was a view of the case which he submitted to the jury with great pain and reluctance. At that time the plaintiff's money had not been received, and if the story really shook his confidence in the honesty of the scheme, there was evidence of mala fides on his part.

The Chief Justice then read the correspondence with Mr. Mowatt, and as to some passages said that a carelessness and recklessness in the conduct of the directors, which tended to bring about the disastrous consequences that ensued, was only too plain and patent to be gainsaid.

His Lordship then adverted to the visit to Canada and showed how Mr. Eastwick had been duped by Prince's conversation, and by the tank which had been filled with other oil, and so afforded a pretext for not working the wells. As to the telegrams sent to the directors by Mr. Eastwick and young Hay, expressing their satisfaction, the jury would have to consider whether they thought them genuine. Were the directors to act on the strength of the positive statements, or to believe the warnings of Mr. Nelson which were really only anonymous letters? The conduct of the directors in sending the money before they had the detailed reports of Mr. Eastwick and Mr. Hay, was rash and inconsiderate, but that would not make them liable unless the jury thought they were not actuated by good faith.

Returning to Mr. Eastwick, his Lordship said that he was rash in not communicating with the persons in Canada to whom he had letters of introduction, but he trusted Longbottom and Prince, and his letters were intercepted. After adverting to the other warnings received from Mr. Chesson and Mr. James, he said that the fact of three directors receiving each 1,000l. though brought forward as having been a bribe, might be explained by supposing that Longbottom, having a large sum in his possession, had given the money to them in consideration of their having signed the memorandum of association for 40 shares each. As to Sir Keith Jackson's mission, that gentleman was at first misled, but afterwards saw through the scheme. On his report and from other causes alarm was taken, and a bill was filed in Chancery against Longbottom, but, as the time of drawing debentures and interest was at hand, a meeting of bondholders was called and the position explained to them, the suit against Longbottom was dropped, and they applied for an order to wind up the company. The works had been abandoned, and the whole property had become comparatively valueless; but from the liquidator's report, notwithstanding the great changes that had taken place, with an outlay of 50,0007. the undertaking would become a paying concern, and it was for them to say whether there was anything of reticence or bad faith in what the directors did at those meetings.

That being so, and it being now known that a prodigious fraud and swindle had been practised by the vendors' agents here, and the price extorted from the company, had the directors (the defendants) lent themselves to that fraud with the intention of enabling the vendors and their agents to effect this fraud upon the public, or had they without any intention of doing so grievous a wrong, and committing so monstrous an iniquity, allowed their names to be used by Longbottom and his associates for the purpose of putting forward statements

to the world, and induce persons to advance money without taking care to have in their own minds a satisfactory belief of the truthfulness of the statements put forth?

The jury retired to consider their verdict at half-past three o'clock. At eight they were recalled into court by the Lord Chief Justice, when the foreman stated that they could not agree. The jury retired again for an hour, but failing to come to an agreement were discharged.

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ON Wednesday, November 17th, Sir J. Hannen commenced the investigation of a very strange case in the Probate division, relating to the late Lord St. Leonards' will. When the late ex-Chancellor died in January last, no will could be found; and, notwithstanding the most careful searches and the offering of a large reward for its production, no will has been forthcoming. And this, notwithstanding that the ex-Chancellor in his writings most carefully inculcated the advisability of every man having his affairs settled by his will at all times, both in health and in sickness. Moreover, it was well known that his will had been made; he had shown it to several persons, and had frequently talked over his dispositions with his friends. This will has now been proved without being produced.

At the date of his death, Lord St. Leonards was possessed of several landed estates. He had given suitable fortunes to each of his six daughters who had married in his lifetime, and besides real estate he left personalty to the amount of 60,000l. The ex-Chancellor's family had consisted of the following :—Lady St. Leonards, died in 1861. His son Henry, who, if he had survived his father, would have succeeded to the peerage, was born in 1811, married in 1849, and died in December 1866, leaving a widow, and, among other issue, his eldest son, Edward Burtenshaw Sugden, now Lord St. Leonards. The second son of the late Lord is Frank, who is in holy orders, and vicar of Hale Magni, in Lincolnshire, was born in 1817, and survives his father; but Arthur, the third son, died in 1868, leaving a son, who bore his name. Of his seven daughters, Charlotte, the plaintiff, alone remains unmarried.

It was on the 13th of January 1870 that the testator made the will which is now in dispute. It was prepared and executed by the deceased in the presence of his daughter, Miss Charlotte Sugden; it was read over to her by her father. The earliest will seems to have been executed in 1867 and 1868. By it he appointed his son, the Hon. and Rev. Frank Sugden, his daughter, the Hon. Charlotte Sugden, and his son-in-law, Mr. John Reilly, his trustees; and he devised to them his estates of Childerley Hall, Sutton Scotney, Peasemere, Filgate, Forest Lodge, Boyle Farm, the aits in the River Thames, together with his land and cottages at Thames Ditton, in trust for the use of his

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