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 |tt (^kxntm. 
 
 liKTWEEx THE NORTH STAR SILVER MINING 
 COMPANY - - - . - 
 
 Plaintiffs. 
 
 ANT) 
 
 JOHN B. '• \YLOR, THOMAS ASPDEN, 
 ALEXANDER T. MACHATTIE, THe'- 
 OPHILUS S. WILLS AND JAMES 
 H. ERASER .... Defendants 
 
 City of London 
 
 To the Honorable tli(^ Judges of the Court of Chancerv. 
 
 10r";l'^iM»' 
 
 ■i*3W\ 
 
 THE BILL OP COMPLAINT 
 
 Of tlie North Star Silver Miniug Company, the above named Plaintitfa. 
 
 Humbly Sheweth : 
 
 1. Prior to the eighteenth day of November, in the year of our 
 Lord 1872, one Don Carlos 15utterfi,.ld, of Salt Lake City, in Utah Terri- 
 tory of tiie United States of Ameriea, jointly with certain other persons 
 whose names are uukn.jwn to your Complainants, ha,l ae.iuired by 
 assignment from the original locatees thereof, certain aluable silver 
 mines and mining locations situated in the North Star Minin-r District 
 m R,.vver County, m Utah Territory aft.resaid, respectivelyl<i.own as 
 the • Harrington ledge, the " Raineer " ledge, the "Oakland • le.loo 
 the " Old Hickory " le.lge, and the " Fuller and Harrington Tunnel " all 
 ol which mines and locations together viw, known as th(^ " 01,1 Hickorv 
 Silver Mining Company's property,"' the legal estate thenm, still remain- 
 ing 111 tlie Ptjople or Commonwealth ..f the United States of America. 
 
 '1- The said Don Carlos Butterfield and the other persons inteivst.^d 
 with him in the said mines, were desirous of selling the same or of oivan- 
 i/ing a Company for the purpose of raising monev to work the said niCies 
 wlucii had already lu'cn partly opmed and dcvelopo.l, and thev assigned 
 their right in the property to the sai.l Don Carlos nuttcrHcld,"and 
 autlioriz.Ml luni to endeavour to sell the said mines, or to organize a 
 Comi)any fur the iJiirjioses aforesaiil. 
 
 3. Some time before th<' said eighteenth dav of November, in the 
 year of our Lord 1872, the said Don "arlos Butfrfield furnished to the 
 Defendants, Thomas Aspden and Alexander T. Maehattie, both of whom 
 resided at the said City of Loudon, a statement, purporting to be a 
 
detailed and circumstantial account of the position of the said mines and 
 of the character of the veins and deposits of silver which they contained 
 and an estimate of certain immense profits which might be obtained from' 
 properly working them, and oftered to sell to them the said mines for 
 $r5,000 m cash, and a further sum in paid-up stock of a Company 
 which, he proposed, sliould be organized by the said Defendants Thomas 
 Aspden and Alexander T. .Machattie, for the purpose of working and 
 developing the said mines. 
 
 4. The said Defendants, Thomas Aspden and Alexander T Mac- 
 hattie, thereupon went from London aforesaid, to Utah aforesaid, to view 
 and inspect the said mines and property, and thev thereupon formed the 
 plan of contracting to purchase the said mines and property from the said 
 Don Carlos Butterfield, at the price at which he so offered them, payin.r 
 a small amount down and obtaining time for the balance, of then oraan^ 
 T^fr.rj'Tt''^ T ^'' ^'^'^'^'Vonaing a Company under the nlme 
 of ; The North Star Silver Mining Company," and appointing, or pro- 
 curing themselves and their nominees to be appointed, Directoi-s thereof 
 for the purpose uf carrying out the punhase thereof, and of 
 nns.ng, by the sale of bonds or shares of the Company, the residue 
 of the purchase money of the said mines and property, and of makin- 
 themselves a large profit out of the transaction by issuing to themselves" 
 
 Tt^'o Sr f ""' 7^''''^ ''''^ ^^ '^'' ^«"^f"^"J' '^ the amount 
 ot $000,000, as paid-i.p stock for their own private use and profit with- 
 out paying any money whatever upon such stock, and without aivinc, 
 any consideration to the Company therefor. ° ° 
 
 5. fn pursuance of the said plan the said Defendants, Thomas 
 AsiKlen and Alexander T Machattie, on or about the eighteen h day of 
 No ember in he year of our Lord 1872, entered into In agreement in 
 
 rilowL" ^°" ^'"'^^ ^''"' '^'^' '" '^'' ^^•'^^•^'■^ ^"^» %»^- 
 
 .< tt/.' '^Jr""'"'''"'^"'" °^ '"' Agreement made at Salt Lake City 
 ^ Utah Icrntory, this eighteenth day of November, Anno Domini 
 
 18/2, Betwe.-n Don Carlos Butterfield, of said Salt Lake City 
 ^'' of the first part, and Thomas Aspden and Alexander Taylor 
 _^ Machattie, both of London, Pronnce of Ontario, Dominion of 
 
 Canada, of tlie second part. 
 
 ^ " Whkuea.s, the party of the first part has become the owner 
 
 ^_ by assignment, of a c..rtain bond executed on the twenty-first 
 
 ^^ day of September, in the year 1872, by James Harrington T. F 
 
 miller, James H. Cook, Joseph Hooper, R M. Adams and J. M. 
 
i mines and 
 y contained, 
 ituined from 
 i mines for 
 a Company, 
 tits, Thomas 
 vorking and 
 
 Icr T. Mac- 
 lid, to view- 
 formed the 
 om the said 
 em, payinsr 
 hen organ - 
 r the name 
 ug, or pro- 
 )rs thereof, 
 f, and of 
 he residue 
 of makiiia: 
 hemselves, 
 he amount 
 rofit, with- 
 )ut eivinir 
 
 i, Thomas 
 ith day of 
 •eemeut in 
 ud figures 
 
 ^ake City, 
 10 Domini 
 -ake City, 
 er Taylor 
 ninion of 
 
 he owner, 
 euty-fir.«t 
 [ton T. F. 
 md J. M. 
 
 "Davidson, to J. H. Coruw,dl, William A. Hudson and Jay 
 " Barnes, whereby said Harrington. Fuller, Cook, Hooper, Adams 
 •'and Davidson hound themselves to convey to said Cornwall, 
 " Hudson and IJarues, or their assigns, those certain mining pro- 
 "perties situated in the North Star Mining District, Beaver 
 " County, Utah Tf riitory, known as the ' Harrington ' Lode, the 
 " ' Raineer ' Lode, tiie ' Old Hi(,-kory ' Lode, thr ' Oakland ' Lode, 
 " and the ' Harrington nnd Fuller' Tunnel, upon payment to the 
 " said obligors, on or before the thirty-first day of March, 1873, 
 " of the sum of «C0,000, of whi,;]i sum ,?:30,U00 has already been 
 " paid ; to which said bond, and the assignment thereof to the 
 " party of the first part, reference is hereby made as a part of this 
 " in.-trument. • 
 
 "And whereas, the parties hereto believing the said mining 
 " properties to contain valuable deposits of silver bearing ores and 
 " other minerals, and wishing to unite in an enterprise for securing 
 " said properties and putting tiioin upon a paying basis, the party 
 " of the first part has agreed to assign his interest in said bond 
 " and properties, and the jiurties o( the second part have under- 
 " taken to raise the sum of $2O0,0U0 to pay for and work the 
 '• same. Now therefoke. this agreement witnusseth the coudi- 
 •' tious of said mutual undertakings as follows, that is to say : 
 
 " First. The parties of the second part agree to furnish the 
 " party of the first part, on or before the twentieth day <>f >ovem- 
 " be/ instant, the sum of $5,00(1, to ])e paid on thatday to said 
 " Cornwall, Hudson and Barnes, by the terms of their assignment 
 "of sai.l bond to tiie party of tin; first part, which sum the party 
 " of the first part agrees faithfully to apply to that purpose. 
 
 " Second. The parties of the second part agree to furnish 
 •' and pay to the party of the first part, on or before the twelfth 
 ' day of January, 1873, the further sum of S(J2,.300. From this 
 \sum the party of the first part oljligates himself to i)ay to .said 
 '^Cornwall, Hudson and Bartu's tlie balance of tiie §60,000 nieii- 
 ' tioued in said bond, and to procure a good and sufficient deed 
 ' and conveyance of .said properties in fee, subject only to the 
 ^ paramount title of the Government of the United States of 
 I America, and to obtain for the benefit of the parties interested 
 ' the possession and control of said several properties for the uses 
 ' hereinbefore specified. 
 
 " Third. It is further agreed that there shall be paid to the 
 'party of the first part, out of the moneys to be raised as herein- 
 
 
" before meiitiniied, in cash or bonds, the further mm of $7."),Oo4 
 "the .sum agreed to be j)aid the obligors of .said l)oud, and tie 
 " value of the lal)or and iniprovenients actually put on said pro- 
 " perties by the party of the rirst part. 
 
 " Fourth. The parties of the second part agree to form a 
 •' Corporation, wherever they shall deem most advisable, for the 
 " purpo.se of developing and working said mining propertie.'. ; 
 " such Corporation shall have a nominal capital of $1,000,000, to 
 " be divided into e(|ual .shari's according to the discretion of the 
 " parties of the .second part. The affairs of the .said Corporation 
 " shall be managed by a Hoard of 3 Directors, and the Directors 
 " for the first 6 months sliall be named, to wit : 3 by the par: ies 
 " of the second part, and 2 by the party of the first part ; and 
 •' thereafter said Directors shall be elected by the .stockholdti s, at 
 " .such times and in .such manner as shall l)e provided by law or 
 " by the IJy-laws of such Corporation. The stock of such Cor- 
 " poration shall lie issued, one half to the order of the jiarty of 
 "the fir.st part, and one half to the order of the parties of the 
 '' second part ; l)ut none of the stock of said Cori)oration shall be 
 " i.ssiied until after the full payment of tiie sums o." §.),000 and 
 " S62, JUO mentioned in tlie first and .second articles of this agree- 
 " meut. 
 
 " Fiftii. In consideration of the agreement of the partv of 
 "the fir.st part to procure the title of said mining properties as 
 '• aforesaid, the i)urties of the second part umlertake to raise, by 
 " the sale of bonds bearing interest at the rate of 7 per cent, per 
 " annum, interest payable in gold, the sum of $200,000, or less, 
 " such sum as may be necessary for tlie purciia.se of said ])r(iper- 
 " ties and the development and working of the .same, which sh;ill 
 " be faithfully applied to the following purjioses : — First. The sum 
 " of $7."),()0(J iu payment for said properties as hereinljefore 
 " specified. Second. Tile sum of .•J100,()00, to be expended under 
 " the direction of rtie Ivmd of Directors of .said Corporation for 
 " erecting, at .some convi'uient point near .said mines, a mill, witli 
 "an ore master and the necessary machinery, Ituildings, etc., for 
 " working and developing .said projierties ; and, third, the b.ahinee 
 " to be hehl and used uiitler the direction of the IJ )ard of Direct- 
 '' ors of .said Corporation as a working capital. 
 
 " Si.vth. Tile payment of .said iumd.s shall he .secured by a 
 " tiivt mortgage on ail the mining properties herein mentiouetl 
 
mm of $7 "),onfc 
 id 1)0U(1, find till 
 tut on said pro- 
 
 agree to form a 
 idvisaMe, for the 
 (ling prupertie.'. ; 
 f $1,000,000, to 
 discretion of flic 
 .said Corporation 
 nd the Directors 
 3 hy the par ies 
 
 firrtt part ; nud 
 
 stockholdci s, at 
 vided l>_v hiw nr 
 Lik of such Cor- 
 of the j>art}- of 
 e parties of the 
 )oratioM shall be 
 
 o: §.),000 and 
 Ies of this agree- 
 
 of the party of 
 ng jiroperties as 
 ake to raise, by 
 
 7 per cent, per 
 00.000, or less, 
 a of said ])r(iper- 
 me, which shall 
 -First. The sum 
 as hereinbefore 
 expended under 
 
 (^irpiiratiou for 
 lies, a mill, with 
 ildings, etc., for 
 lird, the balance 
 > )arJ of Direet- 
 
 )e secured by a 
 Tciu mentioned 
 
 " and upon the imiirovements to lie made thereon ; :ind for that 
 " purpose the party of the tirst [>art binds himself to cause to be 
 " executed, to 2 Tiustecs for said Itondholdcrs to be nominated by 
 " the jMirties of the second part, so soon as ho shall be able, on the 
 " payment of the moneys mentioned in said bond and the assign- 
 " ment thereof to him, a good and sutticitfut deed of grant, 
 " bargain an^l sale, signed, Roaled, acknowledged, delivered and 
 " recorded, according to the laws of the Territory of Utah, trans- 
 " ferring to said Trustees the al)solute title in fee to said properties, 
 " sultject only to the paramount title of the Government of the 
 " United State."* of America, said conveyance being by way of 
 " mortgage, for the purpose of .securing the payment of said bonds 
 " and not otherwise ; the said Trustees to undertake at the same 
 " time, by proper instruments of defeasance and with security, to 
 " be approved by the parties hereto, that, upon the payment or 
 " surrender of saitl bonds, they will re-convey said properties, free 
 " from all incumbrances done or s-ufFijred by them, or either of 
 " tiiem, to the Corporation, to bo formed as specified in article 
 " fourth of this agreement. 
 
 " Seventh. The parties of the second part shall have until 
 " 10 o'clock in the forenoon of tlie twelfth day of January, 1873, 
 " to raise and pay the party of tlie first part the saiil sum of 
 " $62,.J00, and if they shall lie unable to do so by that time, they 
 " shall forfeit all right under this agreement, ami also the sum of 
 " 1^5,000, to be paid on the twentieth day of November instant, 
 "the .said limited periods of time being of the es.senco of this 
 ' ' iigreement. 
 
 "Eighth. For the the purpose of assisting in the develop- 
 " ment of saitl properties, t'.ie party of the first part binds himself, 
 " if required by the Corporation to be formed under article fourth 
 " of this agreement, to undertake the position of resident manager 
 " of said properties, at a monthly salary of $250, until said pro- 
 " perties yield paying returns; i'.nd if he shall remain in that 
 " i>ositiou thereafter, his salary shall be at least $r),000 a year. 
 
 " Ninth. For th/ faithful performance on his part of all his 
 " undertakings in this agreement, thti party of the first part 
 " pledges his entire interest therein to the parties of the second 
 " part. 
 
 " Tenth. In case all the conditions and stipulations expressed 
 " by this agreement shall be carried out, and said mining proper- 
 
ii 
 
 " ties become absolutely the property of the Corporation, eontom- 
 '' plated in article fourth of this agreement, the party of the first 
 I" part agrees to tnke all necessary steps in his own name, but at 
 " the expense and charges of said Corporation, to obtain a pat(U)t 
 " from the Government of the United States to said mining pro- 
 " perties ; but, when obtained, said patent shall be solely for the 
 " use and benefit of si.id Cori^ration, and the title thereby 
 " obtained shall be imnnMliately conveyed to said Corporation. 
 
 " In WITNKS8 WHERKOF, the parties hereto have hereunto set 
 " their hands an<l athxeil their seals the day and year and at the 
 " place first herein above written. 
 
 " Signed 
 " Done in the presence of " D. C. Kutterfield, (l.s.) 
 
 " Thos. Aspoex, (l.s.) 
 
 " Ai.EX. T. M.ACHATTIK." (l.S.) 
 
 " The word 'fiftcMitl. ' erased and ' twelfth ' interlined on 
 " line 1, page 3, and the word ' less ' interlined on the last line 
 " *^^ P'ig<-' "1) I'efore signing. 
 
 " Signed, 
 
 " Geo E. Whitney, 
 
 " C. A. GOLLD." 
 
 And at or about the time they so entered into the said agr..ement, the 
 said Defendants, Thomas Aspden and Ab..xander T. Maehattie, paid to 
 the said Don Carlos Butterfield the sum of §5,000, l.eing the first pay- 
 ment ui thi; said iigreemeiit mentioned. 
 
 i>. 'IV. sai.l Defendants, Alexander T. Maehattie an.I Thomas 
 A.pden alter entering into th. said agreement, returned to London 
 aforesaid and disclosed theii said i-lau to the other Defe.ulants. John 15 
 lay or. Iheopiilus S. Wills and James H. Fraser, who we.; intimat.: 
 fiends of he two first named Defendants, and who resided at the said 
 City of London, .n.l ofiere<l to share with them the profits to be derived 
 herefrom, ami all of the ,.,id Defendants thereupon agreed to wo^k 
 
 thftl"'t''C''r""; ''r ""^ ^''""' '"'^^ '' '^'"^^^ '""-^-^ ^''---Ives 
 t n. ?^1 " """'■"'"• '"""^ ^"^ ^'" I'"^l^^-' of evidencing the 
 
 tcim,-, ot the agreement between them, they entered into an a.n'eement in 
 -1 lug, under their respective hands and seals, on the twentAi; h l" 
 of December, HI the year of our Lord 187., which was annex:d to or 
 endorsed upon, the said agrc.nent of the eighteenth day of Novembe; 
 the year ot our Lord, 1872. m the words and figures fojlowii... - 
 
orjioratioii, contom- 
 he party of the first 
 
 own name, but at 
 . to ohtaiu a patent 
 ;o said mining {)ro- 
 ill be solely for the 
 
 the title thereby 
 aid Corporation. 
 
 I have liereunto set 
 nil year niul at the. 
 
 FIELD, 
 
 (L.S.) 
 
 
 (L.S.) 
 
 HATTIK." 
 
 (I..S.) 
 
 Ifth ' interlined on 
 I on the last line 
 
 K Whitney, 
 
 GoL-u>." 
 
 lid agreement, the 
 Hachattie, paid to 
 ing tlie first pay- 
 
 lie and Thonius 
 inied to London 
 Midants, John 15. 
 Iio were intimate 
 sided at the said 
 fits to be derived 
 
 agreed to work 
 ongst themselves 
 of evidencing the 
 
 an agreement in 
 venty-uighth day 
 i annexed to, or 
 
 of November, in 
 )win<i: ; — 
 
 " We, Thomas Aspden and Ali'xauder Taylor .Maehattie.both 
 " of the City of London, in the Proviuce of Ontario, Es(iuiies, do 
 " hereby declare that we hold the one-half of the deferred or 
 " capital stock )f the North JStar (Silver Mining Company, amount- 
 " ing to $.500,000, ns in the within agreement mentioned, for the 
 " benefit of ourselves and John Barton Taylor, T. «. Wills and 
 " Jumcs H. Frnser, all of the said City of London, in the following 
 " ecjual pr(»[)ortions : — 
 
 " Thomas Aspdcii, !^ 100,000, 
 
 " A. T Machattie, 100,000, 
 
 " John B. Tavlor, lOO.OoO, 
 
 "T.S.Wills," 100,000, 
 
 " J. H Fra.ser, 100,000, 
 
 " and it is hvreby distinctly understood by and between the said 
 " parties that all allotments of stock to prt'ferenee l)ondholders or 
 " others, as agreed on hy the said partii's, shall 1« d.'ducted 
 " equally from each of their respective shares. 
 
 " In witness whekeof, the said parties have hereunto set their 
 " hands and seals the twenty-cightli day of December, 1872. 
 
 " Sd., Thus. Aspden, [Seal] 
 " Sd., Alex T. .Mach.\ttie, [Seal] 
 
 " Sd., J. H. Fraseh. [Seal) 
 
 " Sd.. T. S. Wills, [Seal] 
 
 " Sd., JoHX B. Tavlou, [Seal] 
 l< d and Delivered in presence of 
 
 " Sd.. M. D Frasek." 
 
 " Signed, Si 
 
 * 7. In further pursuance of their said [.Ian, tiie Defendants gave 
 Ooticc, in tile usual manner, of their intention to apply to the Parliament 
 of tiie Dominion of Canada lor a special Act incorporating " Tlic Nortli 
 8tar Silver Mining Company," being the name under whi,'h they proposed 
 «D incorporate tiieir said intended Com[)any ; and previous to such appli- 
 OUtion, and for the purpose of raising the money necessary to .'arry out 
 rtid complete the said agreement witii the said Don Carlos Biitterfield, 
 Ac said Defendants, on or about tlie twenty- 'ighth day of De.-ember, in' 
 tihe year of our Lord, 1S72, met togeth.-r and organized themselves' as 
 Ae Provisional Hoan' of Directors of the North Star Silver Mining Com- 
 piiy, and drew up and caused to be printed and circulated, both°in tlie 
 ••id City of Liuidon and iu various parts of England and Scotland, a 
 Prospectus, upon wlii(..h the names of the Defendants were printed and 
 
('!■ lorsed, thf Dei'finiiiiilH ntliti' than llio Dt'tuinljiiil, Jiiriifs H. FniMT, 
 liciiig therein stylol " DirectDis of Coinpauy,' wliicli wiul Pr(is[iectUf* in 
 in the words and figures following : — 
 
 " ^ulxTriptions mv invited for$lj(),000 first niorfgi.gc lionds 
 " or preferenee shares of the North Star Silver Mining Coniimny, 
 " payalile to hearer, secured i)y a first ( harge on the Old Hickory, 
 " Harriiigton, Kaiiicer and Oakland Lodes, and the Fuller & 
 " Harrington Tunnel, situated in the North Star '^lining District, 
 " Utah Territory, and the entire property of the Com})iiny. 
 
 " The price of issue of the bonds or preference shaies is par 
 " with lionus, payiilile as follows: — 
 
 " Fifty per cent, when ealled for by the Directors on 10 days' 
 " notice. Fifty per cent. .30 days after payment of the fii.->i- instal- 
 ■' nient. 
 
 " The bonds or jircfcri'iice shares will bear interest at 10 per 
 " cent, per annum, eoniniencing from the date of tlic sci;ond 
 " instalment of iiO per cent. The first, payment of interest will be 
 " for C months, payalile six months after payment of the second 
 " instalment o( ;)0 per cent., after which the interest will be pay- 
 " alile half yearly by interest (toupons attached, 
 
 " The entire profits of the mines, after i)roviding for their 
 " working and such reserves as the Directors may deem necessarj- 
 " for that puripo.se, will be applied in the redemption of the l)onds 
 " or i>refcre!ice shares. Th(! lionds or preference shares are iio- 
 ' miually j)ayal)lc in two years, ami it is confidently ex[u'cted '.hat 
 " by the above arrungement of tipjilying the entire profits to the 
 " redemption of the lionds ur preference siiares, they will be all 
 '• paid off by the end of 1874. 
 
 " By way of Ijonus to the bondholders or preference share- 
 " holders, there will be given 100 per cent, in fully [laid up stock 
 " of the Company, which will be deliv(-Te(l on payment in full of 
 " the bonds or preference stock by the subscriber This .stock 
 " forms part of tlie c-iiiital stock of the Com)iany, amounting to 
 " one million of dollars. Suliscribers to the lionds or preference 
 " shares will therefore receive : — 
 
 " 1. A bond (ir preference .share, bearing interest at 10 per 
 " cent, jier annum, secured by a first charge on the entire property 
 " of the Company. 
 
9> 
 
 •J 
 1 
 
 -4 
 
 " 2 A l)ouuH of lot) iRT I'tnt. iu fully imi'l up Htock ..f tl.r 
 " (!()iiipiiny. 
 
 " Tins Cumpaiiy is fonne.l for tli(> iiurpme of iiciuiiiiiit iin-l 
 " working the OM Hickory, Hani..j,'t<.i., Riiin.or lui.l Oukhiu.l 
 " Silver Loiles. iiud llu' FuU.t ana Hi.rrin-toti Tunnel, wtuiited in 
 •' North Star Minui- Distri.'t, Keuvr County. Utah Territory. 
 
 " For full .lescrintion of these lo.les, th.iir loeution, .lev-h.!- 
 " nu^nts an.l present 'eon.lltion. X.' , reference is re.iueste.l to the 
 " aeeonipaiiyin^; report 
 
 " Sinee that report Nva.s inaae, the Sonthern Utah Railroa.l, 
 '• to eonneet Salt Lake City with Coh.r.ulo River ami the Sonthern 
 " PaeiHe Railroad, has l.ee. opened, an.l is now rnnntnK for a 
 .. diHtanee of 4.) miles froni S.lt Lake City, and aeeordmg to he 
 
 " ottieid survey, wdl pass, when npleted, within 4 nuloH of the 
 
 " nunc. 
 
 ■' The h-idiug features of tliene properties are. that they are 
 ■' mdisputaUy trne Hssure veins, of .-lear mineral, with little or 
 •' no waste matter, and at a depth of 70 feet, from 4 to f. het m 
 "width, with a de-i-h-d tendon 7 to widen out. liie ore is 
 •• suitat.l.. tor niillinj,s avera^nng at lea.st «70 pa- ton l.y mill 
 " proee.ss. 
 
 ■' The character of the ore is identical with that from the 
 .' ..elehrated Meadow Valley an-l R.ymond k Ely Min.-s at i'io..he, 
 .. ., .Ustance of about 100 miles from the North Star Mining 
 ■• District, and there is every indication of the present odes l.e.ng 
 .. ou the same 1>elt of naneral as the Pioche Mines. The Meadow 
 " Valley and Raymond & Ely mines are now produ.Miig «-.).000 
 " in silvei per lay. 
 
 .' The Superintendent of the iiiymond i Ely mines, who 
 
 . iKis examined the OM Hickory, Harrington, Ra.neer and Oak- 
 
 '^ land lodes, pronounces them as almost identical with th.. Ray- 
 
 " mond and Ely: at the same .lepth and e.iual, ami, if anything, 
 
 " more promising. 
 
 " The parties interested in the property, and .selling to the 
 " Company have expended ahout «20,000 in developments, etc. 
 " To demonstrate their opinion of th.. properties, tli.-y transfer 
 " them to the Company at prime cost and e.xpenditure incurred 
 
10 
 
 • in developments. ...c. They do not seek to make uny profit in 
 ' cash, arc contei.t to forego all present profit, and satisfied to 
 ' receive all their iii^ -rest in the stock of the Comnany, thus 
 postponing all hoiiel.. whatever, till the bonds with interest arc 
 ' first paid. 
 
 " The amount represented by the bonds or preference shares 
 VIZ., ^l.JO.OOO will hv applied as follows :— 
 
 " In payment of rlie properties 
 
 " Mill, roaster, machinery, buildings, etc 
 
 " Working capital 
 
 87."),U00 
 oO,0(»U 
 25,UnO 
 
 $150,000 
 
 "It appears, by tiie report, there are about 300 tons of ore 
 " at the mines, which will average throughout not less than $70 
 " per ton by mill process. 
 
 " A mill, which will mill about 30 tens of ore {.er day, can 
 '• be erected with ronster in working order complete, within 90 
 " days f)om date or contract. During these i»0 days the mines 
 " can be worked to pnjduce about 25 tons per day, ai.d at the 
 " expiration of the UO .lays there will be 2,500 tons of ore ready 
 " for milling, which will avei'age $70 per ton by mill process ; 
 ^" and after allowing $2u j.er ton, which will be the outside cost 
 II of mining, freighting and milling, there will be a net result in 
 " 90 (lays' working of the mill of ai)<)uf $125,000. The results 
 " of working the mill iuc shown by the report. 
 
 " The Company will commence operations on a thoroughly 
 " sound basi.s, viz.: -Mines thoroughly devdopivl and their 
 '• resources demonstrated. A mill, roaster, machincrv and all 
 "necessary plant, etc., complete in every respect, abundant 
 " working capital, and in fact all requirements provided for. 
 
 " The title to the property is clear and simple. 
 
 " To ensure tile l)omlh(.lders or pr.'terence shareholdei.s a 
 'I first charge upon the entire j.roperty of the Company, a d.-..,! of 
 ''mortgage will be duly executed to trustees on behalf of bond - 
 " holders or preference sliarehnhk-rs. 
 
 " Against payment of the first instalment of ;^0 per cent 
 " certificates will be i.^sued, entitling the hol.ler, on i,ayni..nt of 
 
11 
 
 Jiny profit iu 
 1 satisfied to 
 impany, thus 
 1 interest arc 
 
 rence shares, 
 
 i7:),U00 
 JO,0(»U 
 25,0t.'0 
 
 50,000 
 
 tons of ore 
 3 than $70 
 
 er (hiy, ean 
 , within 90 
 s the mines 
 aiid at the 
 i" ore ready 
 II process ; 
 utside cost 
 result in 
 rhe results 
 
 thoroughly 
 and their 
 ry and all 
 
 abundant 
 
 for. 
 
 eholders a 
 a deed of 
 r of hond- 
 
 per cent., 
 ivnieiit of 
 
 " the remaining instalment, to receive the bonds and the bonus of 
 " 100 per cent, in fully paid up stock of the Company. 
 
 .< N^,T^._From the supplementary report by Dr. Machaitie 
 " and Mr Aspdeu, which acconi|.anies the report originally fur- 
 " nished by the owners of the mine, tiu- Uirei^ors have every rea- 
 " son to believe that the repres..ntatious made were m all rcspc.rts 
 •• correct, though they deemed it only l>ru.lent to hav : this 
 •' corroborative proof by an actual and independent examination. 
 " It will be observed, also, that the average value of the IJOO tons 
 '■ of ore on the dumps, estimated fr«mi samples taKen by Dr. 
 •'Machattie personally, instead of l-eiuf, $100, as .stated m the 
 " owner's report, was not less than $1G.').2G. 
 
 8 Attached to or accompanying each copy <.f the prospectus was 
 .. printed document headed " Report l^urnished to the Directors by the 
 Owners of the Mine." purporting to contain a description of the pasit.on 
 of the sai.l mines, and of the development that had been made, of t-.eir 
 ..haracter and richness, and of the .pal.ty of the ore obtained and of the 
 p,olits to be derived therefrom, and also another i-rinted document signed 
 by the Defendants, Thomas Aspden and Alexander T. Machattie, ot which 
 the following is a copy :- 
 
 SU V P [ -EM ENTA RY REPORT. 
 
 " London, OntKirio, Dec. 3, 1872. 
 " To the Directors of the North Star Silver Mining Company :— 
 
 " la reporting on the property of the North Star Silver Min- 
 " ing (Jompany. which we have personally examined in November 
 " last it is ..ecessary to explain that the owners of tl.e nnne hrst 
 " submit., a tons a somewhat detailed n-port on the character ot 
 " the various ludes of silver ore on their property. Taking their 
 " report, which is attached with this to the prospectus, as a basis 
 " the chief point, which see.m.l to u. necessary to be determined 
 " were : — 
 
 "1. The accessibility of the n>iiie. 
 
 " 2. The permanent chi'.racter of tin- lodes or veins of ore ; 
 " in otli.r words, whether ..r not they were, as affirmed by the 
 " owners, true fissure veins, an.l not mere surface indications or 
 " pockets. 
 
 " 3. Tile security of the title to the property. 
 
12 
 
 '■ 4. The facilities for working the mine ; in otlar words, 
 " easily uvaihible niacliinery, building materials, lal)or, wooil and 
 " water, with no i'lteifereneo trom weather or climate. 
 
 " 5. Th.' (lunlitv, and, as stated in the second heading the 
 " j)roI»al)le quantify ni' the ore. 
 
 " On these points we have had every opportunity of satisfy- 
 " ing ourselvis.and consider it unnecessary to report at any length. 
 
 " The climate of the North Star District is so moderate that 
 " mining operations can be reudUy carried on at all seasons. A 
 " good road passes witliin two hundred yards of the mine, so that 
 •• should the further cuiistruetion of the Sruthein Ut.di Railroad 
 " be delayed, the silver from the mine can now be conveyed at a 
 ;; tnH.ng cost, to Salt Lake City by stage, as it is at present fro.n 
 ^^ the I loche nnnes, wlii.h are at least one lunulred miles fa.ther 
 
 from Salt Lake City ,han the North Star District. In this ..n.! 
 •'^ in every other respe-t we ••nesatisned that, so far as the situation 
 ^ ot the mine is cneenied, then, is ,„, difficultv in workin-r the 
 
 ore, extiaeting the silver and forwarding it to" a proper market. 
 
 ^^ " The veins, after earefnl examination, we believe to be true 
 ^ hssure veins, and the.efbre. so f^.r as ...„ over be ascertained in 
 mining, th.^ (piantity nf ore is i)raeti.-ally unliinit.'d. 
 
 " The title of the property has been examined f„r i,s bv ■! 
 
 ^^ leading lawyer in Salt Lake City, who prononneed it elear and 
 
 the vendor undertakes to obtain for the Coinpanv a patent to 
 
 the proper y from -h. United States (Jovernment, whleh as . 
 
 title, IS llldlspiitabi,.. 
 
 '•\V.' Ime;,..ee,„,i„ed the eosf of niaehinerv and pl;,nt for 
 
 ^^thnt onsoloiv ,,,.,.,,,,, :H,daivsa^ 
 S.,0 000 set apart t,,,- macluMery and plant aeeount is am,,h. 
 
 '■•'^■^■'^•"''^■■"'"■'l""l-imm ,e nei.ld,..,!, I. 
 
 'Slant '?7''^' "'"'7''^'' ''■'"■' ''^^^''''^'''^-l''^ i->bnn- 
 _^C.Jor.tsvai„eJ,..r,.e,gh,to.p..,.p.,,,,,,,k.,,^ 
 
 
 -H 
 
13 
 
 other words, 
 i; wooil and 
 
 heading, the 
 
 V of satisfy- 
 any length. 
 
 oderate that 
 oasuiis. A 
 iuc, so that, 
 •h Railroad 
 iveyc'd, at a 
 resent from 
 ilcs faithcr 
 In fills and 
 lie situation 
 orking tiic 
 cr market. 
 
 ' to lie true 
 ertained in 
 
 ir lis hy ;i 
 
 clear, and 
 
 patent to 
 
 Iiieli, as a 
 
 plant foi- 
 ', n;uilely, 
 inioiint (if 
 
 is ample, 
 dant, and 
 
 is aliun- 
 Kar^o & 
 leir ('(ini- 
 
 " 48 we were thorouj,dily satisfied that the veins are of a 
 " permanent character, that there is no difficulty in workin- the 
 " mines, and that the title to the property is good, there was 
 " nothing else to he estahlishedexeept the quality of the ore. On this 
 " most important point we have taken every precaution to satisfy 
 " ourselves. Fortunately in this ease there is al.undant material 
 " to experiment upon. The vi^iiis, four in number, are not mere 
 " surface claims, l)ut are suthcieiitly develoi)ed to constitute a 
 " mine. The specimens of ore taken hy us for as.say were a eare- 
 " ful average from not less than ;W0 tons of ore on the dumps. 
 " The owners claimed that an average of this ore on the surface 
 " would show an assay value of 8100 per t..n, and wouhl yudd in 
 " practice $70 per ton. A very careful average of the ore select- 
 " ed by us personally Irom the 300 tons of ore lying on the surface 
 " ready for milling, gave by assay, instead of a value of $100, no 
 " less than $1G.5.26. Picked samples gave as high a value as 
 "81,311 per ton. Experience has shown that veins usually 
 " increase in richness as they descend, and in this case the ore at 
 " the bottom of the shafts is much richer than that found near the 
 
 '■ surface. 
 
 " To sum up our opinion of the properties, we may state t'.:at 
 ■' the chief points whi.'h warrant confidence in this scheme are, 
 " fir.-t that a .iomparatively small sum of muiiey is required to 
 " purchase the mine. Second, that after tlu' puirhase, the vendor 
 " and others interested desire no peamiary benefit Irom th-.- mine 
 •■ until all the bondholders or preference shareliol.lers have been le- 
 " imbursed the amount of their subscription, with interest. Third, 
 " that in our opinion there is far more than sufficient ore m sight 
 " to repay tlu' bondholders or {.reference shareh.dders their sub- 
 '• scriptioo with interest, thereby furnishing ample .security to 
 " those who a.'tually advance money to further this mining pr..- 
 " ject and what is of still greater future value, every reasonable 
 " prospect ot a practically unlimited sui-i^ly of ore. The present 
 - ■jwners base their opinion almo.st entirely on the vein known as 
 " the Old Hickory. Whilst w« believe this vein to be as g.x.d as, 
 •' and better than they <lescril)e it, we have .u^ual confi.lence in 
 " the other lodes named Harrington, Oakland and Raineer, as true 
 " fissure veins. Mut taking for granted, as we believe, that the 
 " Old Hickoiy vein is .sutficieiitly developed to guarantee ample 
 " security to the bondholders or preference sliarehold.rs, in this 
 " ease there is the adilitlonal security of three lodes, less, but still 
 
 " well develoi)ed. ,^ ,^ 
 
 (Signed ) " Alkx. T. xMauhattik, Ph. D. 
 
 " Thos. ASI'UEN." 
 
14 
 
 9. Tla- siiid jii'osjx'ctus, and the documents tliereto attudiod, wore 
 issueil f ".:1 circulated, as aforesaid, with the object of inducing the persons 
 among--it wlioni it was so circulated to become th(! purcliasers of the shares 
 of tlie said Company, and it wns the duty of the said Defendants, in 
 issuing the same, to have fully disclosed the fact that they, tiie said De- 
 fendants, had already themselves contracted to purchase the said mines 
 from the suid Don Carlos Ihitterficld, upon the terms of the said agree- 
 ment of the eighteciith day of Novemix*r, in the year of our Lord 1S72, 
 and inteuvlcd to re-sell the siiiiie to the proposed Company at a profit; 
 hut, ill breach of tlieir said ilnty, the Defendants intentionally drew and 
 framed the said prospectus ami the documents accompanying it, as afore- 
 said, in such language as to coiin'al the fact of their having any interest 
 whatever in the said mines, and to induce the persons amongst whom it 
 was circulated to suppose? and believe that the purchase of the said mines 
 had been or would lie made by or ou behalf of the said proposed Com- 
 pany directly tVum the said Don Carlos fiutterfiehl and ihe other persons 
 jointly intcresteil with him, as in the first paragraph of this Bill men- 
 tioned, who are the persons referred to iu the said prospectus, and the 
 documents attached to it, as " the owners of the mine," " the parties 
 interested in the property," and "the vendor," and that they, the De- 
 fendauts, had no interest in smh purchase by the Comoany, and would 
 make no protit out ot the same. 
 
 ^ terfie 
 
 incor 
 
 the c 
 
 the s; 
 
 ■* separ 
 
 V said i 
 
 ', passii 
 
 lar<>;e 
 
 ■;f work 
 
 niacli 
 
 I 
 
 1873, 
 Defer 
 Domi 
 Maje.- 
 
 the N 
 
 mif w 
 
 10. My means of the st.Ucments in the said prospectus, and the 
 said documents attached thereto, a large nund)er of jjcrsons were induced 
 to agree to become purchasers of the shares of the said proi)oscd Companv 
 under the terms of the said pro. pectus, mion the promise of the Defen- 
 (bmts, as such Provisional Directors, to issue certitieates for such shares 
 so soon as the proposed Company should be legally incorporated, ami to 
 pay the Defendants therefor; and the Defendants, out of the nioiievs so 
 olitained, acting as the I'rovt-ioiial lioard ot Directors of the proposed 
 Company. re]iaid to tlicinselves the sum of .■i!J,(;(K), which they had paid 
 .IS aforesaiti to the saiil Don ('alios lUittertield u}ion the execution of tin 
 s;iid ,-igreeineiii u{' the eiglili'einh day ot N'ovcinbcr. ill the \-ear of our 
 L '1(1 \S7-2, together with all tlieir travelling and other incidental expen- 
 ses incurred in the iiis|icctinii of the said lands by the said Thomas 
 Aspden and Alexander T. Mailiattic in the fuutli [laragrapli mentioned, 
 and the lees which had lieeii |Mid by tile Defendants to the (louiiscl em- 
 ployed by them for his ser\ ic > in drawing and settling the agreement of 
 the eighteenth day of Noxeiiilier, in the year of our Lord 187-, and 
 advising on the titles to the suid mines; and they also paid thereout to 
 the said Don Carlos lUitteiiieM the residue of the [lurcha.sc money in the 
 said last mentioned agreein. nt mentioned, and the said Don Carlos I'.ut- 
 
15 
 
 ttticlied, were 
 g tlio persons 
 of the sharoH 
 cfcudants, in 
 lie said De- 
 i said mines 
 said agree - 
 Lord 1872, 
 at a profit ; 
 ly drew and 
 X it, as afore- 
 any interest 
 gst whom it 
 3 said mines 
 posed Coni- 
 ither persons 
 lis Bill nien- 
 tus, and the 
 " the parties 
 bey, the De • 
 , and would 
 
 i 
 
 terfielil, at the request o" the Defendants, before tlie i)assing of the Act of 
 incorporation hereinafter mentioned, by a deed purporting to be ma (K' for 
 the consideration of $75,000 then paid to him, eonveyeil his interest in 
 the said mines to two persons nominated by the Defendants, who, liy a 
 separate instrument, <U'clared that they li'ld the same upon trust for t!ie 
 said intended ("ompaiiy under the name of tiie " North Star Silver Min- 
 ing Company," and the Defendants also, botii befort; and after the 
 passing of the Act of incorporation of tiie Plaintiff Comjiany, expended 
 large sums of money obtained by means cf the sale of the said shares in 
 working and develo[iing the said mines and the erection of buildings and 
 machinery at the same. 
 
 11. Un the twenty-second day of May, in the year of our Lord 
 1873, the Plaintiff Company was incorporated upon the petition of the 
 Defendants and one Thomas J. Alniy, by the Act of the Parliament of the 
 Dominion of Canada, pa.'^sed in the thirty-sixth year of the reign of Her 
 .Majesty Queen Victoria, chaptered 1 17, entitled "An Act to Incorporate 
 th(! North Star Silver Mining Company.' 
 
 12. The preamble to the saiil Ait of incorporation is iu the follow- 
 in jf words : — 
 
 tus, and the 
 ■ere induced 
 ;d Company 
 
 the Defeil- 
 such shares 
 iited, and to 
 e moneys so 
 he proposed 
 •y had paid 
 
 iltioli (if the 
 
 year of our 
 lltal e.Vpen- 
 Mid Thomas 
 
 mentioned, 
 !ouiisel eni- 
 greement of 
 1 1872, and 
 
 thereout to 
 ouey in the 
 Carlos I'.ut- 
 
 " WHKRiiAS, the persons hereinafter named have, by petition, 
 " represented that they are desirous of a.-sticiating themselves 
 " together for the purpose of carrying on mining operations in 
 " the Territory (jf Utah, in the United States uf America, aud 
 " that they can do so to better advantage by th'2 aid of a Charter 
 ' of Incorporation, and have prayed for an Act of Incorporation to 
 " that end : And wliereas, it is expedient to grant the prayer of 
 " X\w\y petition." 
 
 A lid it is l»y the saiil Act enacted amongst other things as follows : 
 
 " 1. Alexander T. Machattie, .b.liii H. Taylor, Theophilus 
 " S. Wills, Thomas A.spden, Thomas .1. Almv and James H. 
 " Fraser, together with such other persons as shall become share- 
 " holders in the Company hereby c,onstitute<l, shall be, and they 
 " are hereby constituted, a liody corporate and politic by the name 
 " of ' The North Star Silver Mining Company.' 
 
 " 2. The Company may carry on the business in the saiil 
 " Territory of Utah of exploring for, mining, smelting, manufac- 
 '■ turing ami selling gold, silver, copper and other ores and metals, 
 " and for these purjio.ses may acipiireand hold, by purchase, leaae. 
 
16 
 
 '• or other legal title, iiersoual property, hiii.l.s aiul nliniIl^r daini.s 
 " or rirrhts, and con.stniet and maintain l.uiMing-*, machinery and 
 " other erections ;in(l improvements tlunvon or connected tliere- 
 " with, with power to sell and convey any ot such lands or other 
 " jiroperty. 
 
 " 3. The head office of the Company slndl lie in the City of 
 " London, in the Province of Ontario, but the Directors may have 
 " offices and transact husiness wherever they may see fit. 
 
 ^ " 4. The capital stock of the said Company shall he 
 '^ $1, loO,(.0(),m 1 1,500 shares of $ lOO each.which said capital stock 
 _ may from time to time be increased as the wants of tie Company 
 ^_ may require, by a tu-o-third vote of the niajoritv of the share- 
 ^_ holders at a nieetuiu of the Company calle.l for that purpose, to 
 an amount not exceeding $3,000,000. 
 
 ^_ " G. The biiert„rs may set apart a part of the stock, not 
 -ceeduig 1,.1,,0 .iKuvs, as prelVren..e shares, each ].reference 
 ^^ share t. h. sold t ..• the full par vahn- tiiereof, actuallv paid m 
 __«^asl., and the holders of such preference shares .shall be repai.l 
 _^ the amount therefor, will, interest, at ten per centum per annum 
 ^_ «-ithin two years from the first day of January, 1S7;J, an<l,upon' 
 _ .such repayment, they shall <'ea.se to be sharehohler- in respect of 
 such preference siiaivs. 
 
 ^^ " 13. The aHans of the Co„,pany shall be administered bv 
 _^ a Boar, of r, Directors, i,eing severallv h..lders of at h.ast ;50 
 
 sha... of stock, ule, sh.il be elected at ,: , eh .nnuai meeting of 
 
 he C..npany to hold office until their successors are elected. 
 
 ,^ ;"'l ^^ '<•, .t otherwise .jualified, nny alwavs be re-eleete., ; and 
 
 •^members o, suei. lioard present ,n person ..,, be a ,.' rum 
 
 '■ 14. Alex, 
 
 I'lder T. .MacliMltie, John I!. Tavior 
 
 'ayior, Tiieopliiliis 
 
 "S vv;ii, 'I'l . , . ..i,>i'M, I iieo iinnis 
 
 ^\dlslhoma...\.pden.'lhom,.,s.|.,Almva,Hl .lames II i',,,se, 
 
 a e hereby eonstuu..,, the finst IWd of Directors of the s.ui 
 aimpany to ,a,;Hce until ,,.f,.,,^^^^ 
 
 J :'"'""■■ '"■ ''-"'i "Hiirectors , shall have full power ui 
 
 all tilings to aili 
 " make 
 
 nnnstcr the affairs of the Coinpany'and I!! 
 
 maKe, or cause to 1,,. ,„,.ie, any pureha.,. and any d.:s,.npti, 
 J' ""^'"■^ :''''■''•'''■• ''-n-^V i.,,.,v In- law make; to adL^ 
 
 M-ontrary ,o la. or to the votes of the .■„,.;,,.,,) rculatme 
 
17 
 
 " tho allotment .)f .shares, thu ctilling in of instalmonts of .sliar s 
 " Mini paynu'iit thcivfur ; the issue and rojristration of eertificutes 
 " of siiaiv.s. 
 
 19. 1 he DiicetorH of the said Company may inirchase 
 " mines or other property n^vessary for the ijusiiiess ot the Com- 
 " [lany, and issue stoek in [layment therefor, and tlie stock so 
 " issued shall l)r declared and taken to he paid up stock, and shall 
 " he entered in tiie book mentioned in Section 23 of ' The Cami- 
 " da Joint Stock Companies' Clauses Act, 18(59,' as paid lu full ; 
 but this section shall not be taken to authorize the issue ol stock 
 " bfyond the aniciunt autliorized by the fourth section of this Act. 
 
 " 20. Tlie provisions of 'The Canada Joint Stock Com- 
 " panics' Clau.ses Act, 186!),' shall, except in so far as they are 
 " inconsistent with the provisinns hereof, apply to the Company 
 " ht'reby incorpijratetl." 
 
 l;J. Tile persons mentioned and referred to in the .^^aid Act by the 
 names of Alexander T. .Machattie, J.-lm B. Taylor, Theophilus S. Wills, 
 Thomas Aspden and James H. Fraser, are the Defendants in tiiis suit ; 
 Thomas J. Alniy, uamwl in tlic said Act, resideil at Salt Lake City, in 
 the Territory of Utah, aforesaid, and never attended, or was notified of, 
 any of the meetings of the Directors of the said Company, citlier before 
 or after the passing o( tlie .said Act of iiieoiporation, ami was, in fact, 
 nierelv a numinee of the said Don Carlos Uuttertield, havinir no actual or 
 bona tide interest in the stock, property or affairs of the Plaiutift' Com- 
 l»aiiy. 
 
 14. hiiiiicdiatcl)' upon the passing of the said Act of ncorijoralion, 
 the Defendants met together i's the Hoard of Directors of the Plaintiff 
 Company, and, amongst otiier acts and proceedings, appointed the De- 
 femlant, John B. Taylor, to lie the President, and the Defendant Thomas 
 Aspdt'ii, to bi' the \'ier-Pi<'sident of the Plaintiff Company, and appointed 
 a SecretaiN'-Treasurer, and passed a resolution confirming, on behalf nt 
 the Plaiiititf Company, all the acts wliieh they had done as the Provisional 
 Board <if Directors of the Plaintitf Coiupany. 
 
 lo. Your Complainants, the Plaintiff C((m]>;uiy, chtirge that upon 
 the pa8.sing and adoption, by the iJefeiidants, of the resolution in the 
 precedina paragra[ili mentioned, the said Plaintiff ("omiiany became 
 entith'd to the .said mines, subject only to the obligation of issuing to the 
 .stiiil Don Carlos Bultcrlield, [laid up .-hares of the Plaintiff Company to 
 the amount of J.jOO,000, and to any lien the holders of preference shares 
 
18 
 
 of the said Company might hv entitled to under tlie said Act of incor- 
 poration. 
 
 16. On the nineteenth day of June, in the year of our Lord 1873, 
 tiie Defeuilants a<'!iin met toffctlier as such Board of Directors, and svitii- 
 out makinj; any further ilisclosure to the said persons who had subscribed 
 fur shares of the said ComiKiny, of the terms of the said agreement of the 
 eighteenth day of Novenil)er, in the year of our Lord 1872, or of the 
 rights wiiich they claimed thereunder, and without ai>plying for, or in 
 any way obtaining, the sanction of the said persons to any contract 
 between the said IJcfendants and the Plaintiflf Company, by which the 
 L'efendants, or any of tlu'in, should take or realize to themselves any 
 profit from the accpiisition, by the Plaintitf Company, of the said mines, 
 and without, iu fact, making any contract between themselves and the 
 Plaintitf Company for the sale, or pretended sale, by them to the Plaintiff 
 Company of the .said mines, at .such meeting, the said Defendants passed 
 and adoi)ted, as sudi Board of Directors, a resolution iu the following 
 wonls : — 
 
 " Rksolved,— That the President ami Secretary-Treasurer be 
 " authorized to issue scrip certificates for the full amount of the 
 " capital stock, ? 1,1. jO.UOO, in payment of the mines now owned 
 " by the Company, in accordance with Section 19 of the Act of 
 *■■ Incorporation, and in imr.suance of the agreement made between 
 " the promoters of this Company." 
 
 17. The agreement ref.nvd to in the .said resolution was made by 
 and between the Defenihiiits h.r-to, on the day before the passing of the 
 .said resolution, and w;is in the words and figures following : 
 
 " .Memorandiun of agreement ni ide and entered into this 
 "eighteenth day ot' .lime, I8"3, respectively by and l)etween 
 " AlexamlerT. \'a(hattii', Thomas Aspden, John B. Taylor, Theo- 
 " jiiiilus S. Wills and lames H. Fraser, all of the City of London, 
 " in tlif Province ot I tnrii'-i), Canada, Ivsquires WHEUiiAS, the 
 '• nliovc iiannd parties were the original promoters of the North 
 " Star Silver .Mining Company, limited, and own eciually between 
 "them (i, .")(>() sliarr- of the capital .stock of the said Company, 
 " uielusive of 1,.")0U sliares of preference stock, the remaining 
 " portion, .'i.OOU .shares. I)eing owned by Don Carlos ButterfieUl, 
 " ot Salt Lake City, I'tah. Anu WHEiiK.\s, a C<jmpany has been 
 " formed acconling In the [iro.siM'ctus i.ssued, and certain ahare- 
 " holders have lieconie by the terms of the said pro.speetus entitled 
 " respci tively to a ecrtain nund)er ot shares of the said capital 
 
19 
 
 _ « ook. Now THBRKKORE, th,.,.,. presents do testify that we the 
 _ above uara. d Alexun.ler T. VLu-hattie. Thoman Aspden. John 
 Uaiton raylar, The..i.hilus S. Wills and J^ims II. Fmser, do 
 " hercl.y authiihzc a.ul appoint John liarton Taylor the President 
 • " an.l Edmund lUyiu^s Jlee.l the Secretary-Treanurer ..f the Hai.i 
 " Company, to allot and issue tli. serip ecrtiHeates for preference 
 " and ordinary st.jek to the persons au.l in the 4uantities respec- 
 •' tiv.;ty set forth m the sehedule marked A hereunto annexed. 
 
 " In witn.'ss when'of, the said parties have hereunto set their 
 " hands and seals. 
 
 " «d., Alex T. Machattik, [Seal] 
 
 " 8d., Tho.s. Aspden, [Seal] 
 
 " «d., JoHX IJ, Tayluh, [Seal] 
 
 '■ Sii., T. fc>. Wills, (_SealJ 
 
 " S(l., J. }]. Fkaseu, [Seal] 
 " kigned, Seal, d and Deliviivd in presenee of 
 
 " Edmund Baynes Reed." 
 
 The schedule n-ferred to in the said ajrreement sets forth the names of 
 ihe persons who had agreed to take shares m the Plaintitf Company and 
 liad paid for the same, and the number of shares which they had respec- 
 tively agreed to take under the terms of the said prospectus, and sets 
 forth, also, the liumes of the Defendants hereto and their nomiue-s us 
 being enutled to all the remaining ordinary shares of the capital s ook of 
 the Plaintitt Company, amounting- to 4,0(iO shares of the par value of 
 llUO each, and sets forth the name of the Defendant, Jolui B Taylor as 
 being entitled " in trust " to all the remaining " preference " sharel of 
 the said capital stocK, being JGO shares of tlu. par value of 8100 each 
 such trust being for himself and the other Defendants hereto. ' 
 
 18. Immediately after the passing of the resolution in t],e 
 preechng i-aragraph mentioned, the Defendants, purporting to act as 
 Directors of the riainliti- Company, ivsue.l, or caused to be issued 
 certificates for the whole capital stuck ot ihe Company as folh.ws, that is 
 to say :— To the persons who had agreed to ta^e shares in the Plaintiti' 
 Company, as in the tenth paragraph mentioned, for the amount of shares, 
 amounting, in all, to I) 40 of the shares which the said persons had 
 respectively sul)scribed and paid for, and agre.jd to take in the Plaiutitf 
 Comi)auy, called preference shares, and au equal number of tlie ordinary 
 shares of the said Company, aecor.liiig to the terms of the said prospectus ; 
 and they also issued to tiie said Don Carlos Huttertiehl, and his assi-nis 
 and nominees, certificates for 5,000 of the ordinary shares of the Plaiiititl' 
 ('onipany ; and they also improjieily, without consideration, ami in pur- 
 
20 
 
 suancc of their plnn in llu; fourth paragraph of this Bill inoiitioned, imwod 
 to thpmselvea aiu thi'ir nHsifjns and nominees certificates for the remainder 
 of the shares of the Plaintitf Company, amounting, in all, t.>4,0(;o sliares, 
 called ordinary shares, and 560 shares, called preference shares, all of 
 which shares so issued were duly accepted by the persons to whom they 
 were so issued respectively. 
 
 19. By the direction of the said Defendants, all of the said shares 
 so issued wt-re entered in the books of the Plaintiff ('ompiiny as fully paid 
 up shares, and each of the said certificates was sealed with the corporate 
 seal of the Phiintiff Company, and was signed by the Defendant, John H. 
 Tavlor, as the President of the Plaintiff" Company, and liy the siiid Sec- 
 retary-Treasurer, and contained a declaration and certificate by the 
 Plaintiff Company that the full sum of $100 had been paid to the Plain- 
 tiff Company upon each of the shares mentioned therein. 
 
 20. At tlie time the said Defendants so issued the said shares, no 
 agreement had been, and no iigieement hath since been, entered into by 
 the Plaintiff Company with the Defendants, or any of tlinu, or with any 
 other person or persons, for the purchase, by the Plaintiff Company, of 
 the saiil mines, other than such agreement as may be dedu'cd or presumed 
 from the transactions and dealings of the Defendants in I'clation to the 
 said mines hereinbefore set forth, and the n'solutions of the Defendants, 
 as the Board of Directors of the Plaintiff Company, also hereinbefore set 
 forth ; the Defendants hail never disclosed to the shareholders of the 
 Plaintiff Company the terms or effect of the Siud agieetnent of the 
 eighteenth day of >iovember, in the year of our Loid is7i.', nor the fact 
 that they, the said Defendants, were interested in the ac jnisition, by the 
 Plaintiff Company, of the said mines, and were taking to themselves a 
 large profit out of tliuir coimeetion with the said mines, and the said 
 shareholders, other than the Defendants, were ignorant thereof at the time 
 they accepted the s lid slmres, and the Defendants, in fact, never paid, 
 nor did any of them, nor did any other person ever pay, to the Plaintiff 
 Company, nor did the Plaintiff Company ever receive any money or other 
 consideration whatever for or in respect of the said 4,()<>n ordiuar)' and 
 560 other shares which they so issued to themselves and their assignees 
 and nominees as fully paid uj) shares, and no consideratiun whatever for 
 the issuing of such shares ever p.issed from the Defendants, or any of 
 them, or any other person or persons whatever, to the Plaintiff Company, 
 and the said 4,620 shares were, in fact, issued by the Defendants to 
 themselves, in pursuance of the unlawful plan in the fourth jiaragraph of 
 this Bill mentioned, and in breach of their duty as Directors of the 
 Plaintiff Company. 
 
 i 
 
21 
 
 i 
 
 21. The Defendiinte have sold to other piTHoim, who were not aware 
 of the facts hereiubefore set forth, and have otherwise disposed of a large 
 iiurn1)cr of the Hhares which they so issued to themselves, and have 
 received and converted to their own use the proceeds tliereof, and the 
 said other persons have caused theniMelvcs to be entered uimn the boolfs 
 of the I'liiintift" Company as the holders of the shares which tliey have so 
 purchased as l)eing fully paid up shares. 
 
 22. The Defendants have lately ceased to be Directors of the 
 Plaintiff Company, and other persoiiH have lately been appointed to be 
 Directors in their stead, and, shortly after such appointment, discovered 
 the facts and circumstances hereinbefore set forth. 
 
 •23. Your Complainants, the said Plaintiff Company, submit that 
 under the circumstances hereinbefore set forth, the Defenjlants are jointly 
 and severally liable to pay to the Plaintiff Company the sums which tht^ 
 so eerlitied and declared had been paid upon the said shares so issued to 
 themselves, their assignees and nominees, being the sum of $100 upon 
 t!ach slmre so issued. 
 
 lil. Sometimes the Defendauts pretend that they became the abso- 
 lute owners of the said mines under the agreement of the said eighteenth 
 day of N(»vember, in the year of our Lord 1872, and that after the passing 
 of the saitl Act df incorporation they contracted and agreed with the 
 Plaintiff Company to sell to the Plaintiff Company, and that the Plaintiff 
 Company contracted and agreed to imrchase from them the said miues 
 for the sum of iJ7."),000 in cash, and $1,000,000 in ordinary paid up 
 shares, and $150,000 in preference shares of the Plaintiff Company, and 
 that such shares were therefore properly and legally issued to them as fully 
 paid up shai'es, as aforesaid, in accordance with such contract, under the 
 nineteenth section of the said Act of incorporation, Init your Complainants, 
 the said Phiintiff Company, shew that, even if such pretences were true, the 
 contrary of which your said Complainants charge tobe the fact, the Defen- 
 dants, actnig as Directui's of tlie Phiintiff C(.nipany, could not, at least with- 
 out first making a full and fair disclosure to the .sliarehoklers of tlie Company 
 of the particulars of such contract ami .»f their own interest therein, and 
 obtaining the sanction and approval "fsuch shareholders thereto, bind the 
 Plaintiff Company to a bargain, from which they oxp(!cted and intended 
 to take to themselves, as individuals, so enormous a profit at the expense 
 of the Plaintiff Conqyany. 
 
 Your Complainants therefore pray : 
 
 1. That it may be declared that the Defendants were not, 
 nor were any of them, entitled to take or retain any profit what- 
 
22 
 
 ever arising out of their having tmnsforretl, or procured to be 
 transferred, to the Plaiutift' Company tlie said mines, and that the 
 said Plaintiff Company were entitled to obtain the said mines at 
 the price of $75,000 in cash, and $500,000 in paid up shares to 
 be issued to the said Don Carlos Butterficid, being the price at 
 which the said Don Carlos Butterfield agreed to sell the same to 
 the Defendants, Thomas Aspden and Alexander T. Maehattie, by 
 the said agreement of the eighteenth day of November, in the year 
 ot our Lord 1872. 
 
 2. That it may be declared that all of tha aiiares of the 
 Plaintiff Company which were issued to the Defendants, or any of 
 them, their or either of their assignees or nominees, as paid up 
 shares, other than the sliares, if any, so issued, which the Defen- 
 dants, their assignees or nominees, actually paid up in cash were 
 improperly so isoued by the Defendants in breach of their duty as 
 Directors of the said Company, and that the Defendants are jointly 
 and severally liable to pay and make good to the Plaintifl" Com- 
 pany the sums which were certified and declared to hare been 
 paid upon such shares (being the sum off 100 upon each share so 
 issued), or in case this honorable court shall decide that the De- 
 fendants are not jointly and severally liable for such sums, then 
 that each of the Defendants may be declared liable to pay and 
 make good to the Plaintiff Company the sums so certified and 
 declared to have been paid upon the shares improperly issued to 
 him, his assignees or nominees, as aforesaid (being the sum of 
 $100 upon each share so issued). 
 
 3. That an account may be taken of the shares so improperly 
 issued to the Defendants, and each of them, and their and each of 
 their assignees and non.iuees. 
 
 4. That the Defendants may be ordered tv [i-wr t he cnsts of 
 this suit. 
 
 5. Tliat, for the purposes aforesaid, all proper directions 
 may be given and accounts taken. 
 
 6. That your Complainants may have such further and other 
 relief in vhe premises .s to your Lordships may seem meet. 
 
 And your Complainants will ever pray. 
 
I