found that the directors "seemed to have fairly and honestly endeavored to manage its affairs for the advantage of the stockholders." Nevertheless the company became embarrassed. Judgments were recovered against it by creditors. All its property, both real and personal, was sold and bought in for the benefit of the creditors. Hence, since the plaintiffs had full knowledge, new business arrangements have been made and other rights have intervened. These proceedings were delayed under the attending circumstances, an unreasonable time. Having been so delayed, the laches is fatal to the plaintiffs' bill. This view is fully sustained by Ashhurst's Appeal, supra, and the numerous authorities there cited. Although the transaction was originally voidable, yet having been acquiesced in by the parties who might have avoided it, for a length of time less than six years, but by their conduct having induced the offending parties to believe it was not to be questioned, they are now debarred from avoiding it.

The two other stockholders, who became plaintiffs by amendment, are in a worse condition than the original plaintiffs. Their first action was more than six years after they had full knowledge. This is not a creditor's bill, in which a creditor has come in during the progress of a suit which one creditor has instituted in behalf of himself and others. We are now dealing with a constructive trust. These latter plaintiffs are to be considered as such, with like effect only as if they had filed an original bill at the time they applied by petition to be added to the record as complainants.

Decree affirmed and appeal dismissed at the cost of appellants.

HARLOW V. THE LAKE SUPERIOR IRON CO.

(41 Michigan, 583. Superior Court, 1879.)

'Delay and allowing expenditure. A bill was filed to establish a right to profits from a mine and for a division of the property, complainant claim. ing under a lease of an undivided interest in the mines, the remaining 1Ignorance of his legal rights no excuse for gross laches: Breit v. Yeaton, 101 III. 245.

interest, including the reversion, having long before passed to the defendant. Held: properly dismissed for unconscionable delay on proof that complainant, with full knowledge of what was being done, had allowed defendant to expend money and erect costly works to develop the mineral resources of the land, he, the complainant, not asserting his claim in court for more than twenty years after defendant had acquired its original interest in the property.

Appeal from Marquette. Submitted June 13th. Decided October 14th.

Bill for an accounting, division of profits, sale of premises and distribution of the proceeds. Complainant appeals.

F. O. CLARK, DAN. H. BALL and JOHN VAN ARMAN, for complainant.

W. P. HEALY, J. J. STORROW and G. V. N. LOTHROP, for defendant.

There are strong presumptions against a claim which plaintiff has knowingly allowed to sleep for twenty years: Russell v. Miller, 26 Mich. 1; Palmer v. Palmer, 36 Mich. 486; Riopelle v. Gilman, 23 Mich. 35; Toll v. Wright, 37 Mich. 102; Loomis v. Brush, 36 Mich. 47; and where the claim is a mere usufruct for a limited period its value is constantly diminished by defendant's use of the property: Huff v. McCauley, 53 Penn. St. 210.

GRAVES, J.

In 1877 we had before us an action of ejectment by complainant against the defendant corporation for an undivided interest in a mining right bargained by Isaiah Briggs to Robert J. Graveraet in the year 1850, and we then held that whatever view might be taken of other questions the thing sued for was not demandable in ejectment: 36 Mich. 105.'

After this determination, and in November of the same year, the complainant filed this bill to obtain the judgment of the court in equity on the justice of his claim under said mining grant against the defendant, and on final hearing on pleadings and evidence the bill was dismissed, and an appeal was then taken by complainant.

19 M. R. 47.

The controversy was fully and ably discussed on the ejectment record, and has been again debated forcibly and critically in its present aspect.

Several of the leading transactions are noticed in the report of the ejeciment case, but a clearer view will be obtained of the shape the litigation has now assumed and of the case the complainant has undertaken to establish, if we recall several of the prominent facts in connection with the scheme of the bill.

In substance, the bill states that on the 5th of March, 1849, Fisher, Clark, Graveraet and complainant joined together as partners under written articles, which are set forth, to mine and manufacture iron in Marquette county under the name of the Marquette Iron Company; that in August following Clark died, but the three survivors, by mutual consent, perpetuated the copartnership with the same name and articles; that Isaiah Briggs had pre-empted the southwest quarter of section ten, in township 47, north, of range 27, west, in Marquette county, and on the 28th of September, 1850, made the required proof and paid the purchase price to the United States and received a receipt therefor, and on the same day granted to Graveraet a lease of the undivided half of the tract for mining purposes, and that Graveraet at the same time assigned the lease to the firm. The lease and assignment are set out at length. That on the 1st of December, 1851, the United States patented the land to Briggs in accordance with the pre-emption right; that this lease continued to belong to the firm known as the Marquette Iron Company until August 20, 1852, at which time Graveraet retired and a division and distribution of the assets were made, Graveraet granting to Fisher and complainant all his interest in the firm property, including the mining right, except in certain parcels of realty turned over to him and having no connection with that right. The grants on both sides are set forth. That in 1853, the defendant corporation acquired and still holds all the interest, legal and equitable, in said mining tract, and including the reversionary right which remained in Briggs on his grant to Graveraet, in 1850, of said privilege; that Graveraet's assignment of 1852 to Fisher and complainant rendered them tenants in common of the mining right; that they so held it

until June, 1855, at which time Fisher granted his undivided half to the Cleveland Iron Mining Company, and which in turn granted it to defendant, September 29, 1863. But that complainant has retained his part and remained half owner up to the present time. That complainant notified defendant of his ownership before the latter purchased the Fisher half-interest and before it began making improvements and mining on the premises; that the defendant entered, however, under its purchase of the title and estate existing outside of the lease and prosecuted mining, and after its acquirement of the Fisher half-interest continued operations under that title.

The essence of the claim is that the mining privilege s0 created by the grant from Briggs to Graveraet on the 28th of September, 1850, and by Graveraet assigned to the firm on the same day, has always since Graveraet's retirement from the firm in August, 1852, and his assignment at that time of his interest to Fisher and complainant, been in the joint ownership of two parties, and that complainant has always been one of them. That during the period from August, 1852, to June, 1855, Fisher was the other part owner. That at the last date the Cleveland Iron Mining Company succeeded to his title and retained it until September, 1863, at which time the defendant corporation obtained it, and has since held it. That from the acquirement of the main title in 1853 the defendant has invariably asserted and maintained an exclusive right in the premises and refused to acknowledge any right in complainant under said mining grant. That the division of interest has not been in the thing owned, but in the ownership of the thing.

Although in the view to be taken it is not material, the fact is noticeable that when Briggs gave the so-called lease to Graveraet he was not owner of the land, and so far as appears, not able to confer the privilege described and might never be, and that he expressly postponed the taking effect of the instrument until his pre-emption claim should be confirmed; whilst the only evidence the case exhibits of a confirmation is the emanation of the patent, which was not till December 1, 1851, a year and two months after the execution of the lease to Graveraet and his assignment to the Marquette Iron Company, and several weeks after the conveyance from Briggs to Burt, through which the defendant holds.

The only title and interest asserted by complainant are traced to this so-called lease, and whatever may have been the legal or equitable value of such title and interest, he must have acquired them as early as August, 1852, the date of Graveraet's retirement from the Marquette Iron Company and his assignment to Fisher and complainant, and there is no intimation in the bill of any entry or offer to make entry, or of any steps toward the exercise of right on the territory under said instrument either by complainant or the Marquette Iron Company, or even of any use or occupation of the land or any part of it by any party adversely to defendNo disability is set up or pretended.

ant.

In August, 1875, a suit in ejectment was brought and dropped. A second ejectment was then prosecuted to an adverse judgment here as already mentioned. No other legal proceedings seem to have been taken.

The statements about engaging counsel would be unimportant if, as is not the case, they were borne out by the evidence.

For more than twenty years next preceding the first ejectment, the defendant was notoriously in possession of the territory in question and asserting exclusive ownership. In order to find out what mineral resources there were and to what extent they would justify outlay, and what methods would be most expedient if not indispensable, the corporation made large expenditures and took serious risks, and as the earlier ventures proved successful and the workings and explorations disclosed the underground conditions and the mineral riches there, and from time to time suggested new and further improvements and appliances to fully utilize them, the company made the desired changes, and in the course of years these various and successive additions and alterations resulted in the establishment of very extensive works at the cost of a great amount of capital.

The complainant resided in the neighborhood and was a spectator of what was going on. He knew what the company

He knew that its stock

claimed and what its position was. was changing hands from time to time and that the purchasers were not informed of his claim. He knew it was getting credit on the faith that it owned the entire estate. He also VOL. VIII.-19