doubt in the mean time Vaughan was able, being a man of means, to keep Mr. Blair, with his large claim, quiet, and prevent him from pressing the estate. I have not overlooked Gibbs' assertion, under oath, that be took the transfer of these notes on bis own account, and without any agreement or understanding with the Wright estate; but the logic of the actual facts is against this view, and the palpable inaccuracy of his gloss of the purchase of complainant's interest of the estate, hereafter to be noticed, deprives his testimony in this behalf of all weight. But suppose Mr. Gibbs was, as he swears, the actual owner, with the right to press and collect the various promissory notes held by the several creditors, parties to the agreement of April 5, 1885, so that he could press the estate of Wright for their payment, let us see what the situation was. And, in the first place, notwithstanding the very express language of the agreement of May, 1886, it seems doubtful, at least, whether or not a court of equity would not treat the $195,000 of railroad bonds which Gibbs received from the trustees as a collateral in his bands for the payment of the balance due on those notes. He so treats them in his answer and throughout his evidence, speaking of them as "collateral" in several places. The notes themselves were paid to the extent of about $60,000, leaving not more than $50,000 due upon them. The note originally held by the Bordentown Bank for $5,000, and taken up from it by Vaughan, was really never in the hands of the trustees, and, although Vaughan received the dividend upon it, it was not transferred to Mr. Gibbs. He had received, then, from the trustees, claims for less than $50,000 against the estate. Then there was the claim for $15,000 on the note held by the Hightstown Bank, which Gibbs afterwards paid, and there were the John 1. Blair notes for $100,000 besides interest, upon which Gibbs was jointly liable with Mr. Wright; and, as before remarked, the presumption is that he joined in that note not as surety for Wright, but as a part of a joint enterprise for the purpose of carrying through the finishing of the railroad and thereby advancing the value of the $175,000 of bonds which he had bought two or three years before us an investment. Upon the Blair notes, after he paid them, he could only claim against the estate of Wright $50,000, and in so doing he must give credit for half the value of the $112,000 of bonds which Mr. Blair held as collateral. The evidence, as already stated, fails to show any value in the note of $35,000, and no sworn claim was ever made upon it against the estate. So that Gibbs' claim against the estate, including the Blair note, may be said in round numbers to have been about $110,000 or $115,000 at the outside, and towards the payment of that he held about $200,000 of bonds received from the trustees, and $56,000, or one half, of those pledged to John I. Blair, provided Gibbs furnished any of those bouds so pledged, about which there is no evidence. Now, these bonds had value. Gibbs paid for some of his 80 cents, and for some 90 cents, on the dollar. A large amount of work had been done upon the road, and it had value, for upon its reorganization Mr. Gibbs came out whole, to say the least. In an affidavit, sworn to May 23, 1885, which he made in defense to the suit brought against him by the Hightstown Bank on the $15,000 note, he stated that that bank held certain of these bonds as collateral, and that they were worth at least 50 cents on the dollar. The application of these bonds to the payment of his claim would probably have greatly reduced it. Then to the assets of the Wright estate, first above mentioned, must be added the $75,000 of these railroad bonds, owned by it, besides its interest in other bonds pledged as collateral, and especially mentioned in the agreement of May 17, 1886. So that it is by no means clear that, in the very worst aspect of the case, the estate was insolvent. At any rate, on the 9th of December, 1886, Mr. Gibbs voluntarily made an offer, (as stated in Mr. Grey's letter of that date,) which he must have known would leave in the estate a large margin of assets. The transfer was finally made nominally to Vaughan, because he advanced, temporarily, the money; but it was really made for the estate, and the $15,000 paid on that account was afterwards repaid to Vaughan by the estate, and Mrs. Wright, in her account, claims credit for such payment. Here it should be observed that the case discloses no motive which Mr. Gibbs could have had for making a present of $50.000 or $100,000 to the next of kin of Mr. Wright. He was neither a sentimentalist nor a philanthropist, but a cool-beaded man of the world, earnestly engaged in making money. He does not scruple, as will appear further on, to demand and receive the comparatively small sum of $100 for his trouble in bargaining with complainant, and procuring from him a conveyance of his interest in his father's estate. This consideration, in connection with the logic of the facts, drives me to the conclusion that there is no escape from one of two alternatives: either there was from the start an understanding between Gibbs and Vaughan to the effect above stated, so that Gibbs was acting in effect as the agent of, or in the interest of, the Wright estate, as Mrs. Wright supposed he was, or Gibbs was satisfied, after his settlement with the trustees, Messrs. Whitehead, Richards, and Loomis, that the interest of the Wright estate in the unfinished railroad, consisting, as it did, of stock and bonds,some of the latter free, some held in pledge, -was quite equal to the claims against the estate other than the $15,000 due the Hightstown Banking Company, after crediting on these claims the value of the bonds held as collateral. The evidence and circumstances compel me to the belief that he got a full equivalent for what he surrendered, and that the estate at the period in question was in no sense or view insolvent. Well may the complainant put the question to the defendants: If the estate was then insolvent, when, how, and by what means, and by the operation of what causes, did it become solvent? Solvent it certainly did become. What change took place after the period of the transfer from Wright to Gibbs? The fact is that no change in the estate occurred, and that the settlement was actually made on the very state of things then existing. His Second. The next question is, what was complainant's knowledge and information as to the situation of the estate? It is plain that he knew all, or nearly all, about what are called the "suppressed assets," excepting, of course, the $73,000 of railroad bonds, as to which there is no proof. letters to his mother prove this; and he told Gibbs, as he swears, all about them at the first interview. There is, however, not the least proof or reason to believe or suspect that he had any information whatever as to the then true condition of the estate, with all its complications, as it is now developed. He certainly was entirely ignorant of the fact that Gibbs, who controlled a majority of the claims against the estate, was willing to deliver up his batch of them, and guaranty the estate against the remainder, upon being paid the comparatively trifling sum of $20,000. The evidence is clear that complainant believed the estate was insolvent, and he was willing for a small sum to sell to a creditor information by which the latter could increase his dividend in the estate. Third. On the other hand, Gibbs and Vaughan, as early, at least, as December 9, 1886, (the date of Mr., Grey's letter,) knew the estate was not insolvent, but could be settled, and leave a handsome surplus to be divided among the next of kin. I come to this conclusion in the face of the evidence of Mr. Vaughan that at the date of the transaction in question he believed the estate to be insolvent. But it is impossible not to believe that he knew that the syndicate of banks and individual creditors, of whom Vaughan was one, got payment of 47 per cent. on account of their claims. Whitehead's checks to Vaughan for the dividend of that amount on his claim are produced, and he must have inquired into it, and learned the terms of the contract between the trustees and Gibbs, which showed that the amount was to be credited on the notes. The sworn claim of John I. Blair against the estate contained copies of the two notes, showing Gibbs as one of the joint makers, and that the $56,000 of railroad bonds was pledged with each of them as collateral. And, above all, Mr. Vaughan bad before him Mr. Gibbs' voluntary offer to settle the whole thing for $20,000 and the $73,000 of railroad bonds, which would leave the estate largely solvent. In this connection I find it is quite impossible to believe that Mr. Vaughan had not, in the interest of his wife, looked into the proba ble outcome of the foreclosure of the mortgage and reorganization of the railroad, and the resulting value of the railroad bonds. Some stress was laid on the fact that the agreement for settlement was not actually consummated by the execution of the necessary deeds and the pay. ment of the $15,000 until the following July, 1887. But the circumstances explain this. Gibbs desired control of all the railroad bonds before the sale, which actually took place, as before stated, in April, 1887; and no doubt he obtained it, including the $73,000 controlled directly by the Wright estate. The affidavit of defense made by Gibbs to the suit on the $15,000 note was held by the Philadelphia court to be good, and the suit was obliged to take its place on the calendar for trial, and was probably not yet reached. Gibbs finally settled it, as he says, for even $15,000, and received that sum July 22, 1887, from Vaughan, and $250 for interest, from Mrs. Wright, a day or two later, which, at 6 per cent., would cover a little over three months. The inference from these circumstances is that control was given to Gibbs of the $73,000 of bonds soon after the formal offer of December 9, 1886, and the payment of the $15,000 was deferred until he was called upon to pay it to the bank and saw his way clear to indemnify the estate against the Blair claim. were Lastly. What representations made by Gibbs and Vaughan, or either of them, to Wright on this subject? Let Gibbs speak for himself. He was called by the defendants. After stating that he had acquired Wright's interest in December, 1886, the direct examination proceeded as follows: "Question. How did negotiations open between you and him relative to your acquiring that interest? Answer. Mr. Wright called at my office, and requested the privilege of seeing me. I had never seen him before, or heard of him. And he presented the situation. Q. What did he state with relation to the situation? A. He stated to me he had understood that I held large obligations against the estate, and that it had been represented to me that the estate was insolvent; that he had positive information to the contrary; that there had been a great deal of property that belonged to the estate concealed, and that the estate was of very much larger value than it had been represented to me, or had been shown by the inventory, of which I had a copy; that he had had more or less of trouble with them at home, and they were disposed to ignore his relationship, or something to that effect, and that he had made up his mind to offer me the purchase of his interest in the estate, which he thought would help me to get a very much larger sum out of the claims I held against the estate than I would other wise be able to get. I asked Mr. Wright then for a specific statement as to what property had been concealed, or what additional value there was to the estate beyond what was shown by the inventory of which I had a copy, and he named certain things, which, added to what was on the inventory, still left the estate very largely insolvent, and I so stated to him. He finally stated to me that he needed some money, and he would be willing to sell me his interest in it, which he thought would help me anyhow to some extent in the matter, and offered it to me for $500. I told Mr. Wright I would think of the matter, and see what I could do that would be to my interest, and that if I concluded to make a purchase of his interest I would let him know, if he would leave me his address, which he did as an employe in the Pennsylvania Railroad office on South Fourth street. The matter stood without question. On cross-examination in that shape for some considerable length of time. I subsequently met Mr. Vaughan in the negotiations I had with him looking to the settlement of the estate, and I recounted to Mr. Vaughan what had oc curred between William L. Wright and myself,-the proposition he had made,and Mr. Vaughan then told me, in a confidential way, what he knew of the character of this man Wright, which I heard; and I subsequently asked him (Vaughan) about the value of his (Wright's) interest in the estate, and he then simply recounted to me what he had theretofore done; that the estate was insolvent, and there was no material value in it, and that he did not think it would aid in any respect in getting any larger sum out of the estate than was contemplated in the negotiations with him. I subsequently had a talk with Wright, sent word for bim to come to my office, and I told him that I did not think, from all the information I could get, there was any material value in his interest, but at the same time I was anxious to get what I could, and I had thought the matter over, and I would be willing to give him $250 for what interest he had, and take an assignment ofit; my object at theject. It was rather an incident to the con time in making that proposition being to have that with me when it came to the final settlement with Mr. Vaughan. I learned from him that Wright had been annoying his mother a great deal and was likely to continue to do so, and it occurred to me that if I could also present it along with the obligations it might possibly in. duce settlement to propose to transfer to him at the same time the interest of William L. Wright in the estate. With that object in view, I offered Wright $250, which he accepted." Further on he swears as follows: "Q. Had you ever had any communication or arrangement with Mr. Vaughan whereby you purchased this share for Mr. Vaughan? A. No, sir. Q. When you made the purchase, was it at your own risk and instance solely? A. Absolutely and wholly. Q. And when it was effected, did you hold it for your own right solely? A. I did; and, as I now remember, had it for a considerable length of time; I think some several months or more; six months possibly. Q. Did you subsequently make a settlement whereby you transferred your interest in the claims against the Wright estate? A. I did. Q. With whom did you make it? A. With Mr. Vaughan. Q. What was done in that settlement, and what consideration did you receive for it? A. I received at that settlement $15,000, and a subsequent or further sum of $350, representing the interest in the Wright estate. Q. Whose interest in the Wright estate? A. William L. Wright's." The desire of this witness to aid the defendants is shown in the latter part of the above question, which is false, for it is a proven and admitted fact in the case that he made the purchase after he had suggested to Vaughan that he should buy it, and after being told by Vaughan that he, Vaughan, was desirous to purchase at any price not greater than $500, and that on the same day that he paid Wright the $250 and took the deed he drew on Vaughan for $350, and that his draft was honored Q. versation between us, and the amount of Vaughan, in his evidence, does not deny Gibbs' account of bis interview with Vaughan, in which, according to Gibbs, Vaughan declared the estate was insolvent. On direct examination he says: "Question. Mr. Vaughan, will you please tell us how, and when, in what year, the negotiations between yourself and Mr. Gibbs with relation to the purchase of the William L. Wright share in the estate of George M. Wright were made? A. My impression is that we never had but one interview, and at that Mr. Gibbs stated that Mr. William L. Wright had offered to sell him his interest. I don't know when Q. A. he mentioned the figure of $350. Q. by Mr. Waln: What figure did you mention? A. My recollection is that I would be willing to pay up to $500." Taking these two accounts together, and the other evidence of Vaughan and Gibbs, it is plain that Gibbs had an interview with Wright some time before December 9, 1886, (he swears not earlier than October 1st,) which is the date of the letter from Grey to Mrs. Wright; that be wrote the result of the interview to Vaughan; that the letter of Grey to Mrs. Wright of December 9th brought Vaughan to Camden; that on the advice of Grey share at not more than $500, and that it was bought by Gibbs accordingly, and that the purchase was made upon the representation to Wright by Gibbs, acting for Vaughan, that the estate was insolvent, and that his object in buying it was to assist him in settling with the estate, and that his statement to complaiuant was false in that respect. It is quite clear that this representation of insolvency was not only made at the first interview, but reiterated at the date of the actual transfer. he bought it, or don't know whether he owned it at that time or not; but I told Mr. Gibbs I would buy it. Q. But you told Mr. Gibbs you would buy it? A. I told Mr. Gibbs I would buy it. Q. What subsequently took place with relation to the purchase? A. He drew on me for the amount of the money. Q. What amount of money did he draw on you for? A. $350. Q. by the Court: That was before the transfer of the big claim? Ꭺ. Before I had settled the thing. Q. Before you had bought Gibbs' claim? A. Yes, sir; before I had bought them; before the thing was settled. Q. by Mr. Grey: Did Mr. Gibbs purchase that at your in-he authorized Gibbs to buy complainant's stance or request in any way? A. No, sir. My impression is that Mr. William L. Wright had offered to sell it to him. When did you first hear of the possibility of his parting with his interest? From Mr. Grey, before going over to see Mr. Gibbs. As I stated before, I had the impression that there was a possible defense against these big claims, and Mr. Grey told me that there was not; and then my impression is he had, and produced at that time, a note from William L. Wright, intimating that he wished to sell his interest. Q. by the Court: Who? Mr. Grey? A. Mr. Grey had such a note, and Mr. Grey suggested that I should buy it. At that time-before that-or some time about that time, William L. Wright had written a letter to Mr. Gibbs, stating that there had been a suppression of assets, and Mr. Gibbs had written to me about it, and that had the effect of making Mr. Gibbs demand more money. He said there was more in the estate than what the inventory showed, and Mr. Grey suggested that, as long as William L. Wright wished to sell his interest, I should buy it. Afterwards Mr. Gibbs told me that William L. Wright had offered to sell it to him, and I don't know whether he had agreed to buy it then, or whether Gibbs was the actual owner of it at that time. But I told Mr. Gibbs that I would buy it. Q. | by Mr. Grey: What was the next that you heard from Mr. Gibbs with relation to that transaction? A. He drew on me for the money. Q. He drew on you for the money? A. Yes, sir." Then, on cross examination: "Q. When did you have a conversation with Gibbs in reference to purchasing complainant's interest, and where was it? A. At his office, or at the office of the United Gas Company, 333 Walnut street. Q. Can you give us the date? A. About the time that he drew the draft; shortly before that; how long before I don't know. Q. And this was the only conversation you had with Gibbs in reference to that matter? A. The only one I recall. Q. And then you knew noth-court. I am quite unable to see any pros ing further until Gibbs drew the draft? A. Yes, sir. Q. What did you tell Gibbs at that conversation referred to? What did you tell him to do? A. I think, in reply to Gibbs' statement to me that William L Wright had offered him his interest, I told him I would like to purchase it. And, again, on cross examination: "Q. by the Court: You did mention a figure that you would be willing to pay? A. Yes. The Court. That don't follow that " William L. Wright was sworn, and gave his account of the transaction before either Gibbs or Vaughan was sworn. The effect of his evidence is that about four months after his father's death he was driven away from the house at Bordentown, went to Philadelphia, and had little or no communication with his family from that time on, except to ask his mother for money. In the early part of 1886 he employed a man by the name of Richardson, a lawyer in Philadelphia, to see if he could get anything out of the estate for him, and Richardson wrote a letter to Ray Wright, in answer to which Mr. Grey wrote Richardson a letter, dated February 11, 1886, in these words: "Feb.11-86. Geo. B. Richardson, Esq., 530 Walnut St.-Dr. Sir: Your note addressed to Mr. R. S. Wright, alleging that assets of the estate of Capt. Geo. M. Wright, dec'd, are not accounted for, and that you intend to take immediate steps to enforce, in behalf of Mr. W. L. Wright, such accounting, has been handed to me by Mr. R. S. Wright for answer. If you are correctly advised by yr. client, you knew that Capt. Wright was hopelessly insolvent, and that his estate is quite insufficient to pay his debts, unless a block of R. R. bonds, the validity of which is challenged in a suit now pending, shall prove to have some value. Whatever property Capt. Wright was possessed of at his death will be fully accounted for by his admx., and properly distributed under order of the pect whatever to get anything for the widow and children. If you can, under the guidance of your client, show me how it can be done, I shall be glad to avail myself of yr. suggestions. Very truly, S. H. Grey." He says he also employed a man by the name of Johnson to investigate the affairs of the estate, and could obtain no information which led him to suppose that there was any chance for him to get anything from the estate except by threat He ening to expose the suppression of the assets, of which he was fully aware. These threats he did make from time to time, without effect; and it is plain from his evidence, as before stated, that he believed the estate to be insolvent. swears that his first interview with Mr. Gibbs was in September, 1885,—a year and more before the transfer,-when he called upon him at his office in Walnut street. He does not state the object of the visit, nor what occurred. A year later, in the fall of 1886, and previous to the trausactions with Gibbs, he was at work as a clerk in the office of the Pennsylvania Railroad, and the effect of his evidence is that he did not himself seek Mr. Gibbs in the first instance, but was sent for by Mr. Gibbs to come and see him. In that he is in conflict with Mr. Gibbs, who swears that the first interview he had with Wright, which was not earlier than October 1, 1886, was sought by Wright, and that it was for the second interview that he sent a messenger for him. Wright, on the other hand, in effect, swears that he was first sent for by Gibbs relative to this affair, and that Mr. Gibbs began to talk to him about the affairs of the estate, showed him a copy of the inventory, and also a number of promissory notes which his father had indorsed, amounting to about $183,000, and told him that he (Gibbs) was involved personally in the obligations arising out of the building of the railroad, and that he could get no settle. ment of the estate. He says that Gibbs told him that the family did not show any interest to settle with him, and that there would be nothing left of the estate, and that if he (Gibbs) had the complainant's interest he could close the thing; that the ownership of that interest would help him to accomplish that result; and he swears that the tone of his conversation was that he was not friendly with the family, but that his feelings were adverse to them. He said the estate was insolvent after adding to the inventory the assets which were not shown on it,-the suppressed assets. The complainant further swears that Gibbs stated to him that he had a knowledge, derived from other sources, that there was property belonging to his father's estate which was not on the inventory, but, after adding those assets not on the inventory, there was not enough to meet the liabilities, and that he stated to him distinctly that the estate was insolvent, and that his (the complainant's) interest was valueless, and that he would never be able to get anything, but that if he (Gibbs) had the complainant's interest it would help him to close the estate, and get him out of trouble in his business relations. He said that the ownership of the complainant's share would help him to force a settlement of the estate, and that he would like to own the complainant's interest, and the complainant told him he would sell it to him for $500; and that he went away, and, after thinking it over, went back to Gibbs, and told him that he would take $250; and says that Gibbs shortly afterwards sent for him, and had the assignment already prepared to exccute; and v.26A.no.4-12 that he went before a notary to sign it, and at that very time Gibbs assured him that the estate was perfectly worthless, and that he bought it for the purpose of helping himself out; and the complainant disavows any knowledge of the real condition of the estate as it was afterwards developed, and declared that in selling he relied partly on Mr. Grey's letter, and partly on what Gibbs assured him as to the condition of the estate. He says that after that he had an interview with his brother-in-law, Vaughan, and that he reviled him, and told him that it was his money that bad bought his interest, and that he had given money to Gibbs to purchase it. Mr. Grey's explanation of the statement in his letter of February 11, 1886, that the validity of the block of railroad bonds was questioned, is that the corporation that issued the bonds in question took title to the railroad bed from a previous corporation which had also executed a mortgage upon the road, which had been canceled upon the supposed surrender of all the bonds, but that $30,000 of them were outstanding, and claimed priority. The question whether Gibbs opened the negotiation for the purchase of the complainant's interest by sending for him to come and see him, or whether the complainant went of his own accord, in the first instance, to Gibbs, and offered to sell, was discussed by counsel on both sides. Its importance lies wholly in aiding to determine the question whether or not the project of buying complainant's interest was originally set on foot by Vaughan, or whether it was taken up by him after the complainant had first intimated a disposition to sell; for I see no reason to suppose that Gibbs himself would have sent for the complainant and attempted to buy his interest, unless he had first been requested to do it by Vaughan; and if it were necessary to decide the question, I should be quite as much inclined to believe the complainant as Gibbs in that behalf. But I do not deem it necessary to determine that question, for, if it he admitted that the complainant first went to Gibbs, the fact | remains that Gibbs, acting in the interest of Vaughan, took advantage of the complainant's necessities, and of his ignorance of the true condition of the estate, and also himself asserted what he knew to be untrue, viz. that the estate was hopelessly insolvent, by showing, first, the inventory, and then the notes to the amount of about $180,000, which he claimed to hold against the estate; and that he made a false pretense of wishing to buy it to aid himself in settling with the administratrix. And it seems to me if it were admitted that Vaughan did not authorize Gibbs to make any untrue representations to complainant, yet, as Gibbs was, on the facts, in effect, acting as the agent for Vaughan, the latter cannot take advantage of his agent's fraud, and his title is subject to the same vice as was that of Gibbs. No authority is necessary for the position that complainant, upon this view of the case, is entitled to relief; and I am of the opinion that his unfilial and outrageous treatment of his mother, shown by a great |