of the arrangement, and was beneficial to all parties. They were therefore within the rule asserted by Justice STRONG in Ashhurst's Appeal.

The whole affair was conducted openly and fairly; the lands brought good prices, much better than could have been realized at cash sales, and we can not see what good could be accomplished by setting them aside.

Thus, upon a careful review of all the points made in this case, and of the facts revealed by the master's report, and the paper books submitted to us by the parties, we have no hesitation in coming to the conclusion that the decree of the Court of Nisi Prius was correct.

Appeal dismissed at cost of appellant..

EVANS' APPEAL. KUHN'S APPEAL.

(81 Pennsylvania State, 278. Supreme Court, 1876.)

'Laches, within limitation period. As a general rule, a constructive trust as to personal rights may be asserted at any time within six years after the knowledge of the facts creating it; but laches, for a shorter period, aided by other circumstances, will bar the right.

Delay of stockholders to assert fraud of organizers. Plaintiffs filed a bill alleging that they and defendants were associated in the formation of a company; that defendants purchased lands and sold them to the corporation at a price much beyond cost, concealing the price paid, whereby a resulting trust arose; praying for an account of the profits, etc. Under the circumstances of the case the bill was dismissed, on the ground of laches in filing it, four and one half years after knowledge of the facts.

Relief sought through corporate equities. Where the bill is brought by stockholders, praying the payment of money not to themselves but to the corporation, and seeking relief through the equitable rights of the corporation, the knowledge and conduct of the corporation become essential to be considered; and the facts on which relief is asked appearing on the minutes of the corporation, a delay of nearly six years amounts to an acquiescence.

Rights intervening, pending the delay. Allowing money to be borrowed and judgments against the company to be obtained and their property sold, the facts for relief being meanwhile patent to the plaintiffs: Held, such intervening circumstances as made the delay unreasonable, and fatal to the bill.

1 Warner v. Daniels, 6 M. R. 436.

Laches will bar a plaintiff against acts originally voidable. Subsequent plaintiffs. The laches of parties made plaintiffs by amendment after the suit was commenced, considered as running up to the time of their seeking to become parties.

March 1, 1876.

Before SHARSWOOD, MERCUR, GORDON,

PAXSON and WOODWARD, JJ.

Appeal from the Court at Nisi Prius, No. 56, to January term, 1870. In equity.

The bill in this case was filed March 19, 1870, by Manlius G. Evans and Hartman Kulin against Charles L. Borie, Henry P. Borie, Edward V. Maitland, Charles Wister, Samuel Wood, Edward M. Hopkins, Charles P. Bayard, Edward T. Shaw, Joseph C. Harris, William Harris, John P. Bell, Ezra Bowen, George S. Fox, Camille D'Invilliers and The Keystone Zinc Company.

On the 9th of September, 1870, an amendment to the bill was filed. On the 13th of December all the defendants, except Wood, Shaw and William Harris, filed answers. On the 16th of December a replication was filed. Testimony was taken in the cause until June 15, 1872, and on the 1st of July and the 24th of October, 1872, respectively, Charles Weils and H. F. Kenney, on their petitions, were allowed to become plaintiffs in the cause. On the 11th of January, 1873, on affidavit of plaintiffs, an amendment was made, allowing the plaintiffs to add the names of Adolph E. Borie, George Trotter, George T. Lewis and Nathan Bartlett, as defendants.

The answers of Adolph E. Borie, George T. Lewis and George Trotter, were filed on the 30th of January, on the 10th of February and the 17th of May, 1873, respectively.

On the 2d of October, 1873, Edward Olmstead, Esq., was appointed master. His report set out the bill and answers much at large.

The bill, which was on behalf of the plaintiffs and such other stockholders of the Keystone Zinc Company as should come in and contribute, etc., was substantially as follows:

On the 9th of May, 1854, Charles Wister and others, their associates and assigns, were incorporated by the name of the

Keystone Zinc Company, for mining zinc ore and manufacturing and selling zinc paint in the counties of Northampton and Lehigh.

In March, 1864, the defendants formed the design of making profit from land in Blair county of which they had heard as containing zinc ore; and they announced that they had secured lands containing zinc ore and were forming a company to develop them, the capital stock to consist of 200,000 shares, at $5 per share.

In consequence of these representations, about March 24, 1864, Evans, plaintiff, took 1,000 shares and paid $5,000 for them, believing that he thus became an original subscriber; at the filing of the bill he still owned 300 shares. Kuhn, plaintiff, took 6,000 shares, and paid $30,000 for them, believing the stock belonged to the company and the purchase money would go into their treasury; he still held all the stock.

Kuhn took no receipt, but Evans and others, who subscribed for stock, took a receipt in the following form: "Received of

tion to

dollars, in full for a subscrip

shares of stock in a company, to be hereafter organized under the title of the Keystone Zinc Company, with a capital of one million of dollars, divided into two hundred thousand shares, at five dollars each."

Subsequently certificates for the number of shares subscribed for by the plaintiffs were received by them.

Large sums of money were thus received by the defendants on these representations for stock; this money was in part paid to the owners of land, and the remainder appropriated to the defendant's own use and never entered on the books of the company. Whilst taking measures to obtain these moneys, the defendants were negotiating for the land and taking measures to secure them for the company which they were organizing. On the day Kuhn paid for his stock, C. L. Borie, acting for the defendants, obtained from Lewis, one of the defendants, a contract to convey to him, Borie, two tracts of land in Blair county, containing, together, 186 acres, for $100,000. On the next day C. L. and H. P. Borie, defendants, obtained from H. B. and G. N. Tatham a contract to convey certain leaseholds in the same county for $50,000;

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these were also secured for the company by the two Bories with the intention of vesting the title in the company. The plaintiffs averred that all the defendants were jointly concerned in the common object of endeavoring to make an illegal profit by buying lands for a company which they were forming at one price and selling to the company at a higher one. At the same time the defendants were engaged in obtaining a charter and organizing under it. On March 28, 1864, there was enacted an act supplementary to act of 1854 before mentioned, extending its provisions to Blair county. The company was organized by a meeting of Charles Wister and two others of the corporators named in the act of 1854; at this meeting a book for subscriptions for stock was opened and subscriptions were made by several of the defendants before any money had been paid to the company for stock or a conveyance made to them, and without notice to the plaintiffs and others to whom stock had been sold, C. P. Bayard was elected president, C. L. Borie, treasurer, H. P. Borie, G. S. Fox, E. V. Maitland, J. P. Bell and Charles Wister, directThe defendants were affected with a fiduciary relation to those whose money was thus obtained, and were bound to pay for any stock which they took, and to put all the money which they received for stock into the company's treasury, and to buy the lands at the lowest prices without any profit to themselves, and every right and interest in the land bought from Lewis and the Tathams belonged to the company.

ors.

On the morning of the 8th of April, 1864, the day after the land had been paid for by defendants and the title made to C. L. Borie, they procured a meeting of the directors, who resolved to buy the land from C. L. Borie for $200,000; they afterward procured another meeting in the afternoon of the same day, at which they rescinded this resolution and passed one to pay Borie for the land by one hundred and ninety thousand shares of stock at the par value of $5 per share, that being the entire stock of the company, except ten thousand shares.

These 190,000 shares or the money raised by the sale of them, were divided among the defendants. This resolution actually passed to Borie and the defendants the cash proceeds of shares already sold which were far more than all that

had been paid for the land, and also the unsold shares, if any, to fill up the one hundred and ninety thousand shares. The sum actually paid for the land was $200,000.

The defendants owned or controlled a majority of the stock of the company, and some of them were its directors and officers, and neglected and refused to take measures or to permit the company to take any measures against themselves for the purpose of granting the relief the plaintiffs prayed for; and that, therefore, no relief through the intervention of the company could be obtained.

The plaintiffs prayed:

1. That the defendants might be compelled by the decree of this court to pay into the treasury of the company $5 per share for each of said 190,000 shares of said stock so allotted or transferred by resolution of April 8, 1864, to defendants, or to Borie for them, with interest, deducting the sums actually bona fide paid for the lands so acquired for said company.

2. Or if the court shall be of opinion that such a decree is more consonant with equity, might compel defendants to pay into the treasury of the company, with interest, all sums received by thein or any of them from sales of said one hundred and ninety thousand shares, or any part of them, less what they paid for said lands, and might surrender all of said 190000 shares which they have not so sold.

3. That if such a course be necessary in order to enable the court to reach such a decree, or prepare the way therefor, the company might be compelled to take such steps and commence such proceedings against said defendants as may be or become proper or necessary for the purpose of enforcing against them the redress sought by this bill.

4. Further relief.

The bill asked for relief by reason of a trust arising by implication of law, more than five years before filing the bill; the plaintiffs were therefore barred by the 6th section of the act of April 22, 1856.

The individual defendants answered.

Lewis was the owner of the farm in Blair county, and had also an interest (with one Taylor) to the extent of one half in the Tatham leasehold.

For at least a year before March, 1864, Lewis had been