lieved to be correct and true, and such as, if true, ought to be so published, for the information and protection of such of said persons as might have dealings with the "Empire Stone Dressing Company," in said complaint mentioned, or in the stock thereof. That the said publication was so made with good motives and for justifiable ends.

That the said plaintiff was principally instrumental in establishing said company.

That he acted as president of said company, from its organization, until on or about the 6th day of December, A. D. 1854.

That the said plaintiff induced many persons to subscribe to the capital stock of said company, by representations of the great value of certain patent rights, controlled by said plaintiff for the benefit of said company.

That while president of said company said plaintiff had principal control of the business of said company, directed the keeping of its accounts, managed its finances, and appointed and controlled the agents and employees of said company.

That during the time last aforesaid, notwithstanding the affairs of said company were nominally transacted under the supervision of a board of directors, yet the said board of directors intrusted the said plaintiff with almost the entire management of said business.

That on the resignation of said plaintiff as president of said company, although another person was appointed to the presidency of said company, yet it was with the understanding that the said plaintiff should continue, in fact, to manage the business of said company as formerly.

That from said last mentioned time down to, and until at or shortly before, the publication of the words as aforesaid, the said plaintiff continued the actual management of the business of said company, with the consent of the directors of said company.

That from the organization of said company down to the time of the publication of said words, or shortly before said publication, the financial condition of the said company was not fully known to any person, except the said plaintiff and such as were or might be acting and coöperating with him.

That during the time last aforesaid, the said plaintiff from time to time represented to the directors and stockholders of said company that its affairs were in a flourishing condition, and that it was making money.

That for the purpose of insuring such belief, dividends were from time to time paid, under the direction of the said plaintiff, which the said directors and stockholders believed, from the representations of the said plaintiff, to have been paid out of the earnings of the said company in its business.

That by the artful management and representations of said plaintiff, the said stock rose in reputation, and advances on the par value thereof were paid, on purchases thereof, as high as thirty per cent.

That the said estimation of the value of said stock, on the part of the directors and stockholders of said company, continued until the exposure of the condition of said company, as hereinafter mentioned.

That on or about the day of, A. D. 1854, acceptances of the said company, to a large amount, were protested for want of funds to pay the same.

That shortly previous thereto the said plaintiff left this state and went to New Haven, in the State of Connecticut.

That the departure of said plaintiff, as last aforesaid, was for the purpose of avoiding importunities, on the part of the directors and stockholders of said company, for information relative to the condition of the affairs of said company, and of the state of its means and liabilities.

That by reason of the absence of said plaintiff, as last aforesaid, the said directors and stockholders were unable to ascertain for what consideration the said acceptances were given, to what extent the credit of the said company had been used, what moneys it possessed, or under what liabilities it was.

That the said directors ascertained that said company was involved in debt to a large amount, but could not fix the extent of such liabilities.

That the said directors ascertained that there was a great deficiency of assets of said company to meet its liabilities, or even to repay its capital, but the extent of such deficiency, and the means by which the same had occurred, by reason of the absence of the said plaintiff, they were unable to ascertain.

That by reason of the said plaintiff's withholding true information concerning the premises, by absenting himself for that end, it became generally rumored and circulated about, and currently believed, in substance as stated in the said publication, and that by reason of the premises, this defendant was induced to believe and did fully believe the facts to be true, as stated in said publication, and did, in consequence thereof, publish the same.

That in point of fact, through the mismanagement and misconduct of the said plaintiff, the said company never earned any increase upon its capital, but on the contrary, the said capital became in great part squandered or lost.

That the dividends which had been paid as aforesaid were not in fact paid out of the earnings of said company, but out of its capital.

That said dividends were declared and paid with the fraudulent intent of creating the belief that said company was doing a large and profitable business, and that the stock was worth more than the par value thereof, and

thereby inducing persons to buy said stock at a price greatly above the real value thereof.

That liabilities had been created by the said plaintiff, unknown to the said directors and stockholders, to a very large amount, for which the said company derived no value or consideration.

That the said plaintiff had managed the affairs of said company for his own advantage, and had for his own benefit used the means and credit of the said company, to the great loss of the said company.

That the said company had become so involved and indebted, that the capital stock thereof became and was, at the time aforesaid, valueless.

That at the time the said plaintiff absented himself, as aforesaid, he well knew the condition of the affairs of said company, as aforesaid, and left with intent to withhold information thereof.

This defendant further saith, that the erroneous statements in said publication contained were occasioned by the wrongful misconduct of the said plaintiff in absenting himself from this state, with intent to withhold information as to the true state of the affairs of the company.

This defendant further saith, that all the facts and allegations hereinbefore set forth, by way of mitigating damages, are stated according to the information and belief of this defendant.1

WILLARD & ANDERSON,

Defendant's Attorneys.

1 This allegation is probably inserted in the complaint, in order to enable the defendant to verify it. As to whether a verification in such case is necessary or not, even though the complaint be sworn to, see note, ante, p. 608.

78

(No. 47.)

Answer to a complaint by vendee to recover back money paid vendor on a contract for the sale of land, where the complaint alleges fraudulent representations or mistake in the quantity of land purchased.1

SUPERIOR COURT-CITY OF NEW-YORK.

Edward Belknap
agt.

Benjamin T. Seeley.

[ After denial of the allegations in complaint, that plaintiff bargained with defendant to buy the premises mentioned in the complaint; and a denial of the allegation that defendant falsely and fraudulently represented the premises to contain the quantity mentioned:]

Second. And for a further answer the said defendant says, that shortly before the said 22d day of February, 1851, one Hermann C. Adams bargained with the said defendant to buy of him certain premises, situate at or near the southeast corner of Atlantic-avenue and Clason-avenue, in the ninth ward in the city of Brooklyn, being the premises mentioned in the said complaint, particularly described in a certain deed of conveyance made by Samuel T. Roberts and wife to the defendant, dated the 28th day of May, 1850, and therein described as containing about nine acres, more or less, excepting thereout one acre and six perches, for the sum of $13,000; that the said defendant expressly stated to the said Hermann C. Adams that he was ignorant of the quantity of land contained in said premises, and that if he purchased said premises of the

To Complaint No. 32, Part II., ante, p. 156.