not for the court. He testified that he had no knowledge of any of the paper included in the item "Loans and Discounts," or of its value. We do not think it conclusively appears, as stated by the court, that the agent had full knowledge of the way these reports were made out, and that they were so utterly unreliable that he was bound to go further and ascertain more before he could rely upon the reports. The diligence required of the plaintiff's agent must be considered in connection with the character of the representations upon which he claimed to rely. The reports were published in accordance with the provisions of section 5211 of the Revised Statutes of the United States, containing a provision that "each such report shall exhibit, in detail and under appropriate heads, the resources and liabilities of the association at the close of business on any past day by him specified." The object of this section, as said by the Supreme Court of the United States, "was to apprise the comptroller of the currency and the public of the condition of each national bank at stated periods." Cochran v. U. S., 157 U. S. 286, 296. We think it necessarily follows that a person contemplating the purchase of stock of the bank has a legal right to rely upon the published report as a true statement of the financial condition. of the bank, without further inquiry, in the absence of knowledge tending to show the unreliability of the statement. 2 Cook on Corporations (5th Ed.), § 352. The prospective purchaser is not chargeable with knowledge of such circumstances as he might have discovered by the exercise of ordinary prudence and diligence, but only with the natural inferences deducible from the knowledge possessed by him. Smith v. McDonald, 139 Mich. 225; Sawyer v. Building Ass'n, 103 Mich. 228. There is some confusion in the testimony of the agent due to the fact he was cross-examined at length with reference to knowledge acquired and conduct on his part after the purchase of the stock, which could only be competent as bearing upon the credibility of his testimony, and would not be competent as admissions or

proof of facts against the plaintiff. Hall v. Murdock, 119 Mich. 389.

In view of another trial, we consider it proper to express our views as to certain of the questions argued in the briefs of counsel.

"It is the settled rule in this State, whatever the rule may be elsewhere, that one who purchases property in the belief of, and reliance upon, false statements regarding it, may sue for and recover the damages occasioned thereby, whether the representations are made in good or bad faith." Krause v. Cook, 144 Mich. 365.

Directors of a bank are bound to exercise that degree of care in the business affairs of the bank that ordinarily prudent and careful men would exercise in affairs of like importance. Briggs v. Spaulding, 141 U. S. 132; Commercial Bank of Bay City v. Chatfield, 121 Mich. 641; Gibbons v. Anderson, 80 Fed. 345. The liability of the directors in a case like this is independent of the national banking act, and is derived from the principles of the common law. Prescott v. Haughey, 65 Fed. 653; Brinckerhoff v. Bostwick, 88 N. Y. 52; Yates v. Jones Nat. Bank (Neb.), 105 N. W. 287. If the directors signing the report knew, or by the exercise of ordinary diligence in the discharge of their duties would have known, prior to signing such report, that the item "Loans and Discounts" contained paper worth much less than its face value, which would materially affect the value of its stock, they would be individually liable to a purchaser of the stock who relied in good faith upon such report as stating the true financial condition of the bank. Prewitt v. Trimble, 92 Ky. 176; Heard v. Pictorial Press, 182 Mass. 530; Hubbard v. Weare, 79 Iowa, 678.

The judgment is reversed, and a new trial granted. GRANT, MONTGOMERY, HOOKER, and MOORE, JJ., concurred.

ON MOTION FOR REHEARING.

PER CURIAM. A motion for rehearing has been made

in this case based upon the recent decision of the Federal Supreme Court in the case of Yates v. Jones Nat. Bank, 206 U. S. 158. The Federal case, although decided five days earlier, had not been published at the time of our decision. We do not think any useful purpose would be served by granting a rehearing because of the decision referred to. The case does not touch the principal grounds upon which the case before us was reversed. It does establish a different test of the liability of directors of a national bank for participating in alleged false official reports to the comptroller of the currency from that adopted by this court, and as such test must be considered to be the law of the case in all further proceedings. Application denied.

STATE ROAD BRIDGE CO. v. SAGINAW CIRCUIT JUDGE.

VENUE-CHANGE-TIME TO MOVE-WHEN CAUSE AT ISSUE.

A chancery cause is at issue upon the filing of a demurrer to the bill, and a motion for change of venue filed more than 10 days thereafter is not timely (Circuit Court Rule 58), though the demurrer is overruled and answer and replication subsequently filed.

Mandamus by the State Road Bridge Company and others to compel William G. Gage, circuit judge of Saginaw county, to vacate an order denying a change of venue. Submitted April 16, 1907. (Calendar No. 22,227.) Writ denied May 18, 1907.

De Vere Hall (William F. Paine, of counsel), for relators

Miles J. Purcell (L. T. Durand and Frank E. Emerick, of counsel), for respondent.

BLAIR, J. December 26, 1905, the prosecuting attorney of Saginaw county filed a bill of complaint in the circuit court for the county of Saginaw, in chancery, in the nature of an information in quo warranto, against petitioners, to determine by what warrant the bridge company claimed to exercise the franchise and privilege of collecting tolls over its bridge across the Tittabawassee river. Application was also made for a temporary injunction. January 1, 1906, petitioners filed a demurrer to the information and a motion for a change of venue. The motion for a change of venue was denied by the circuit judge, and on March 13, 1906, his action was approved by this court, on the ground that the requisite four days' notice of the motion had not been given. State Road Bridge Co. v. Saginaw Circuit Judge, 143 Mich. 337. April 13, 1906, claim of appeal from the order overruling the ́demurrer was filed, and on August 4, 1906, the order was affirmed by this court. Rockwith, ex rel. Kerns, v. Bridge Co., 145 Mich. 455. January 5, 1907, answer was filed by defendant, and on January 28, 1907, replication and notice to take proofs in open court were filed. On February 7th, the motion for change of venue, which is the basis of the present application for a writ of mandamus, was made, and on February 20th denied.

The reasons of the circuit judge for denying the application for change of venue are concisely stated in the brief for respondent, as follows:

"1. Defendant (relators) failed to comply with the requirements of Circuit Court Rule 58.

"2. The matter of this motion was, by the making of the former motion upon the same subject upon the same grounds and for the same reasons, and its disposition, rendered res adjudicata.

"3. The statute (Act No. 309, Pub. Acts 1905) does not apply to chancery cases.

4. No grounds upon which the motion is founded are set out, as required by law. Circuit Court Rule 19."

It is contended on behalf of respondent that, by the provisions of Chancery Rule 13a, the cause was at issue upon the filing of the demurrer in January, 1906, and therefore the motion was not timely, under Circuit Court Rule 58. This contention must be sustained. As we said in Detroit Portland Cement Co. v. Genesee Circuit Judge, ante, 286:

"There could be little reason for an application for a change of venue before an issue of fact or law should be joined, for the case could then be heard only upon default. And we are of the opinion, therefore, that a court should not be asked to change the venue by a defendant who has not made an issue. And, as chancery causes are not in condition for hearing until all defendants over whom the court has obtained jurisdiction have either tendered an issue or been defaulted (see Chancery Rule 13), we think that an application made within 10 days after the filing of the last plea, answer, or demurrer, or expiration of the period for the entry of defaults, would be seasonable under the rule."

The writ is denied.

MONTGOMERY, OSTRANDER, HOOKER, and MOORE, JJ.,

concurred.