The Express.
London, England, 1866-11-23 00:00:00

TALLOW MARKET.-(THIS DAY.)

The market is stzadv. Town tallow is quoted, 4 ;I. 3d. ;
Petersburg Y.I. en the spot, 445. ; Deeemb.r. 44a. to
446. 3(1.; January to 'dumb, 445. Gd. ; ]larch,

HIDE `•I.%BKET.-{THIS DAY.)

LLADENNA!., : roilbs. to 6416 a.. 214. to 66.;
6416 a. t. 11.1. to 30. ; 721!,. to PiOlbs.,
; t 4 ;SM. to 4d. ; dilbs. to talts.,
44. to 4 .1. ; t!.11,... to 164110., 4,d. if. 1041bo. to
10.6b0. t t' •1. Horse hides; 9s. to 10a. 681. Call
skins, light, 2i. Cod. 4i._; full, 7s.
: 6.1. to 12a. ;
Keats and half-Lr,la, is. gd. ; downs, mss. 64. to 6a. ad.

BOROUGH HOP MARKET.-(THIS DAY.)

Messrs. Patteild m and Smith report an improved de-
mand for ail ,le,cr.pti of hope at an advance of Ti.• per
cwt. on last wo,k's prices.

A CoNvirT WEt,I.INc.—A despatch frGra Mil-
vratikie, Wisosis:n, e: the :till inst., 'says :—" Yesterday,
John C. Craig ae..i Patterson, a couple who were
arrested for le.:r.;!.try some ten days ago, were arraigned
before Judge nall,ry. Their guilt was menifest and con-
fessed, suet they were accordingly sentenced to eight
months' imprisonment in the State Prison. They were
quite relieved at the light sentence imposed, and Craig re-
maritedthat when their Lime was out they Ns ould be married.
It was suggested east the present would he IA rood a time as
any to unite their destinies. The idea pleased both parties,
and Justice Partin:ter was therefore sent for, and tied
them as fast as the law could bind them. They appeared
happy, and embraced and kissed each other as affection-
ately IA the 11.1pitiot newly-wedded couple in the city.
They then started. manaclol together, for a wedding tee:
to Waumin. They will be gone about eight months, when
their friends in this city will have en omortunity to wet.
come them once more to their hearths sod homes."—

American paper.
THE Oi'ENING or THE DUTCH CHAMEEKS.—Tmg
Mere, Nov. 19.—The opening of the legislative session
after the dissolution of the Second Chamber tool: place
this morning by commission. The speech read upon this
occasion by the Preehlext was as follows :—" Gentlemen,—
The King has charged us to open this session of the States
General in his name. The labours of the last section,
when her ry tegen, were unexpectedly irrerrepte,l by the
important n.eastire which, mindful of tint high mission
which raises him eleove parties, his Majesty as chief of the
state thought necessary in order to secure the regular
working of constitutional institutions, with which both
the love of the nation for the dynasty of Orange and.
the safety of the country are so intinrately boand up.
Making use of the right conferred upon hint by the con-
stitution, and in perfect accord with his responsible ad-
visers, the Kin; diesolved the Second Chamber of the
States Geueral, 'ming more and more convinced that the
composition of that portion of the national representation
could no longer be considered as answering to its mission
which requires that a common agreement should prevail
between the vari sits powers of the state. A new Chamber
hoe been elected at the summons of the King. To it.
within the limita of its sphere of action, the interests of •
the country will henceforth be confided. Gentlemen, now
that the electors 'nave epoken, the King hopes smite/Ista,
and it is also the most sincere wish of his ministers,
that the gee.e.-ninent and the national reprceent.tion
by sincere co-oneration will mutually seek to facili-
tate the accomplishment of the task the constitution
imposes upon them i-t order to attain the object every one
desires—the welfare e! our deer country. This sincere
co-operation, by which the free exchange of opinions is not
shackled and which does not attack any conviction, is in-
dispensable. not only in the interne of the national wel-
fare, but also, and above all, in view of so many impor-
tant measures that will be laid before you for delibera-
tion in the course of the present session. The royal speech
his already given you a sketch of the various ba:, relat-
ing to home administratioexand to judicial, financial. and
colonial legislation that will be submitted to you. lon
will also have to 'devote your first labours to examining
and settling the Ludget oi the state for the coming year,
and you A2l also I.avf, to determine other matters which
cannot well be deferrei. Other tills not less
important will also claim your atteation. Gen-
' tlernen, the government begins this session with
you, in confidence that the new composition of the Second
Chamber will respond to the intentions of the King. and
that with the blessing of Providence your labours will have
salutary results for the prosperity said welfare of the coun-
try and its colonies. May our efforts to attain this object
continually bear the character of reciprocal oonfidence, of
common agreement. and good will. in order that, by
sincerely and faithfully observing the provisions of the
fundamental law, we may together furnish to the of
which has entrusted to us the care of its moral and mate-
anddeclarsana
rial interests the proof and offer to it a guarantee that the
psertuesnminonetnatotifabetnit.tewsleir
tteshethoKeeinngeglerniztosale..t7e
Netherlai.ds are governed upon the basis of durable
I "ntinetipreno:Lragreet

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7.31 Cash loans .... •• •
„ lAtto country lisulks
D:tto D
„ Ditto advances
„ Ditto G. L.
„ Ditto Rebate on bills
„ Ditto B. P.
„ Ditto P. L.
„ Ditto S. D.

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.

EQUITY COURTS.—Nov. 22.
Wore Vies-Chaneellor Sir B. T. Kinder'sley).
OVNIZIND, OUIUT, AND CO. (LLNITID).
Tie Attorney-General (Sir J. Raft) said the following
allidnyits had been filed on the part of the official

dam:
affidavit of Oswald Howell, of 30, King-street, Cliespaide, in
the City of London, one of the firm of Waiker, Redden, Nis, and
Howell, public accountants, as follows The above-
waned °reread, Gurney, sad Co. (Limited! le a company incor-
porated sad registered under the companies Act, lent under
and by virtue of a certain memorandum and artistes of sseacia-
tion of the 12th day of July, 1265, a printed copy of which memo-
'anima and articles of association, issued by the said company
pursuant to the provisions of the said act, is now produced and
shown to me at the time of swearing this my affidavit, and is
marked with the letter " A."
2. Immediately upon the incorporation of the said company a
printed prospectus was, 1 believe, issued by the directors of the
said company to the public, and the document now produced
and shown to me at the time of swearing this my affidavit, and
marked with the letter " B," is one of the printed copies of the
prospectus so homed, and it la therein stated as follows :
The company Is formed for the pummel of carrying into effect
sa arrangement which has been made for the purchsse from
Mawr% Overend, Gurney, and Co. of their long-established busi-
ness as bill brokers and money dealers, and of the premises in
which the business is conducted, the conslderstion for the good-
will being 2.7.00,000, one half being paid in cash and the remainder
is shares of the cunpany, with 015 per share credited thereon,
WOOS which, in the opinion of the directors, cannot fail to I
aware a highly remunerative return to the shareholders."
1. Henry &Miami Gurney. John Henry Gurney, and Robert
Ilistbeck, three of the directors of the said company. were part-
ners is the tinn of °regrind. Gurney, and Co. at the time of the
header of the business of the said firm to the said company,
and as such would be intimately acquainted with the state of
the affairs of the said firm at the time of such transfer, and the
meld Henry Edmund Gurney land Robert Birkbeck became the
alragdirectors of the said company.
gsaid c outpany vontmerced business on the Ist day of
hugest, 196.5,and mnspen.l.Nl panic it on the 10th day of May,
1002, without ever having paid any dividend to the shareholders,
hat the whole of the leo,Ouo shares in the said company were
duly taken up, and calls to the amount of £l5 per share paid
ibersas, making a total paiti-np capital of £1,500,000, in addition
to the property and se of the old firmhanded over.
6. No list of creditors of the said company has as yet been
made out by the liquidators, although they have been repeatedly
applied to for the same, they stating that they are unable at
ttodo so Iselin a report issued by the said liquidators to
Crhareholders and crediton on the 15th day of August last
the claims of the creditors upon which a dividend would have
been paid were estimated to amount to R.5.t28,000, while the
ands of the company amount to a considerably less stun, and a
call of flu a share. which on the 100,000 shares in the said
company would amount to £1,000,000, has now been made by
She liquidators to enable them to pay a first dividend of is. In
She pound.
n. Under the circumstances aforesaid, andbelleving that at the
time of the transfer of the business of the said firm of liverend,
0111107, and Co to the said company the said firm must
have been insolvent to a very large amount, and the poymt of ,
the sum of .C.600,0eu for the goodwill of the saki badness was a
fraud upon the shareholders, the statement in the said
pros-
pectus that such tenni of purchase could not In the opinion of
the directors fall to produce a highly remunerative result being
false, a large body of the shareholders have employed me ,such
sharein Mem at present amounting to 652 in number, andbeing
the renstered holders of 20,073 shares to the said company' to
invostazate the state of the affairs of the said firm at the time of
such transfer of business, and under an order of this honourable
court I have had an inspection et the books of the said firm for
that purpose.
As the result of the examination of the said hooks, I have ascer-
tained that the statement of sets and liabilities of the said firm
epos which the said business as
was transferred was as follows :
OPERAND, (RUNE; AND CWIPANY (LINITZD)
1265.

7.31 Cash securities ____
£8,107,001 $ 4
• Ditto advances
„ Ditto country banks 5,058 18 11
Ditto O. L.
„ Ditto bills
Ditto 130,394 7 11
„ Ditto suspense and guarantee
„ Ditto D. 3 1,909 19 2
3,848 17 9
„ Ditto 8. D.

£15,51,041 17 10

1865.
29,006,422 0 7
1,91,9,458 9 2
25,626 4 1
64,075 16 0
435.380 5 9
72,610 6 4
38,772 S 6
1,053,715 1 9
2,67'5,5,910

£15,a11.641 17 10
S. The foregoing statement of account Is a copy taken from
the general ledger of the said arm of thermal, Gurney,,andiCo., to
which the same appears as the general statement of account
made np, showing the state of the said firm on the Slst day of
July, 1ad...". the dry to which the add books were made up pre-
vious to the transfer of the said business, but nothing is included
therein in respect of the liabilities of the sold firm on bills re-
di...suited, bills payable, credits granted. and guarantees, upon
which the said flan was at the time of the said tranofer liable, as
have ascertained, to the extent of £8,508,6n0 Ba. 3d., many of the
said liabilities being on account of parties who had at that time
and upon which, therefore, it must have been well known
that an ultimate lees would arise and in respect of the said lia-
bilities the said company has been called upon to pay a large
amount, for which no provision was made in the said account,but
owing to the extreme ilifitcnity, by reason of the complication of
the books and accounts of the said firm, of tracing all the bill;
and transactions, I have been unable to ascertain the exact sum
the said company has thus been called upon to pay, and without
the opportunity of exaudning on oath the partners in the said
trot and other parties acquainted with the account*, to obtain
explanations in regard thereto, I verily believe that it will be im-
pressible to arrive at a correct result.
ii The item of R.A.tla,496lsia. W. included in the account before
set out, and put down as ail meet of the Valli firm to that amount,
represents a number of amounts, several of them tor very large
amounts, standing hi thy books of the said arm under the musses
of various partici, with Lamm:ate the debit of such accounts,
apparently as debts due from the said various parties to the said
Inn. Among the said amounts are the following, which are the
moat material
Atlantic Royal Mail itteam Packet
Ria0,345 19 0
ompan)
Stillwell Iron Works and C. J. Mare in
Liquidators
illwall Graving Dock
Sai-t lndiisand London Shipping Company
Thomas Howard
Give': and Oriental Steam Company
Dm id Leopold Lewis ...
Tritton, and Co.
J. E. C. Koch
Lawrence and Fry
T. and O. Garraway
Mental and Co
A. T Clarke
Charles Joyce and Co
John Jones
glebe! Alexander
L. B.iigewits
Halliday, Fox, and Co.
7.. C. Peamon
Carlisle. Parr, and Co.
Wilson, Bowles, and Co,
T. L. lieglie
A. T. Gordon
Williams and Jay
Carr and Co.

422,50512 5
b 7,027 18 9
397,053 3 10
331,765 9 3
144,144 3 11
341,559 13 4
2:9,391 4 2
:43,09) 17 1
24.1,543 14 6
190,977 4 4
b 3,093 15 8
41,713 6 4
7b,7171 10 0
22,353 4 2
53,1;37 9 1
44,:512 19 3
34,0.31 5 9
35,692 4 5
al.v4 7 9
18,097 13 10
17,292 14 8
27.0:N 13 6
as,la) 8 7
22,150 14 0

£3,001.182 7 7
the remainder being for smaller amounts. The whole of the
mid accounts are in the books of the said arm and in their
account with the said company treated as good depots owing to
the saki tires from the sail various parties, and consequeutly as
assets of the said firm to that amount, whereas most of them, if
debts at all, were dells due from parties notoriously insolvent
at the time the said business was transferred, and which ought,
therefore, to have been treated as bail, or as only good to the ex-
tent of We dividends likely to he received ; others, Instead of
being good debts, were accounts untie which the said firm was
under liability upon guarantees or otherwise to a larger amount,
so that instead of anything being received therefrom the
amount of hiss would be increased : and others, instead of being
debts owing to the said firm, merely represented monies lost by
the said firm, or the particular accounts.
10. 1 have ascertulued that on the !7th day of July. 1805. con-
temporaueowdy with the deed of mivenant, as to the transfer of
the odd business, v hick deed is refereed to in the prospectus,
and stated to be open to the inspection of shareholders, another
deed, called "deed of arrangement on the Midi of ciontenipo-
=aeons indentures," wasexecuted, of which no mention west:M.lo
in the mid prospectus, and which is lu no way referred to in the
said deed of covenant. This second deed specially relates to the
accounts forming the hebirednentioned Item of !4,213,898 10+.
4d. Copies of the said two deeds, which I believe were sent from
the office of the solicitors of the liquidators, are shown tame at
the time of swearing this my affidavit, and marked the
letters C and D.
11. 1 say that the accounts referred to In the schedule to the
said deed of arrangement are the whole or greater portion of the •
accounts forming the mid item of A 3.213.8110 its. td. in the
statement set out in the 7th paragraph of this my affidavit, and
la the making up the latter sum all the said accounts are esti-
mated at !tet in the found, although in the said schedule they
use treated as in most instances the liabilities of insolvent
Masi.
12. From the nature of the said accounts it will be impossible to
arrive at the real portion thereof except from en examination of
the partners In the sahl firm, or other parties connected there-
with. The suspense suit guarantee account, to which the said sum
£4,213,890 141. 4,1 was carried on the let day of August, 1863,
ho accordance with the terms of the said deed of arrangement,
was thereupon credited in reduction of the said sum of
Z 4,213,896 des. 4d., with the sum of £1,033,711 Is. Pd. balance
standing to the credit of the partners in the said Arm on the
Mat day of Jnly, 1 'WS. and also with the sum of £250.000, the
each payment towards the purchase of the goodwill of the said
business, and subsequently with a further sum of £173,000 cash.
realised by the partners in the old firm on the sale of shares In
the said company eta premium, which would reduce the said sum
MA4,2l3,sta, lea 4.1 to ti2,e::.7,181 14s. 7d.: but upon the working
of the said account storing the time the said company carried ou
baldness, and after giving credit for all dividends or monies
received 011 any of the accounts, the balance on the 10th day of
May last amounted to the sum of £2.970,168 7a. 10d., being an
Increase of 4:132,n34 las 3d. upon the amount of the said suspense
and guarantee account since the transfer of the said Mishima
Further suing to the amount of several hundred thousand pounds
have yet to be carried to the add account In respect of liabilities
of the old firm on the accounts included in the said sum of
0.4,2138116 Ifs. 4d.
13. Of the accounts enumerated Lithe 9th paragraph of this my
affidavit, the followbm were those of partieswho to my knowledge
bad failed previous to the transfer of the said bushiest', and
whose estates were then being or bad been wound up, either in
baakruptcy or ander arrangement:
The Atlantic Royal Mail Steam Packet
Company 8839,344 19
llillwall Iron Works Company, and C
J. Mare 422,565 12 5
last India and London Stopping Com-
pany 397,633 3 10
Thomas Howard 331,706 9 3
Oreek and Oriental Steam Nal-Motion
Corn
David =old Lewis 341,659 13 4
Keison, Trines, and Oo 291,391 4
J. E. C. Koch 263,009 17 1
Laurence and Fry
1. and tl. °areaway 190,977 4 4
Chas. Joyce and Co 10,128 10
Halliday, Fox, and Co 14,618 6 9
I. C. Pearson

are similarly tirose of parties who had failed.
14. Of the accosted so enumerated in the said 9th paragraph of
this my afiklant, the followingaccounts, instead of being reduced
by the dividends or moneys received or realised thereon, have,
after giving credit for any such dividends or moneys, been, be-
tween the transfer of the said business and the stoppage of Lbe
said company, hod-eased by further liabilities, that the said old
BIM was then under in respect thereof as follows :
Atlantic Royal Mali Steam Packet Cons-
mrizito
Iron Works Company, and C
J. Mare
East India and London Bhipning Com-
-573,852 1 9
J. E. Koch 385,412 12 1
T. and G. Osneway 182,258 13 4
Halliday, Pox, and Co.
IE. As the result of my investigation and inquiry into the
books of the said firm, I say that if the debts
finclubeingded In the
said sum o 44,21898 4d. had, instead and
treated as good to 3, theles. amount of 20s. In theof pound,taken been esti-
mated at their fair value at the time of the transfer of the said
business, according to the amount that might reasonably have
been expected to be produced therefrom, and a proper allowance
made for the liabilities the firm was under upon the bills redis-
counted, bills payable, credits granted, and guarantees amount-
ing to the before-mentioned sum of 48,808,099 is. 351., the said
firm would have been found insolvent to the amount of at least
48,000.000.
18. I further say that from my examination of the books and
affairs of the firm I verily believe that for at least three years
previous to the formation of the said company, the said firm of
Overend, Gurney, and Co. made no profits whatever, but that
they made a large annual loss.
17. I make the statements herein contained from my know-
ledge acquired by me lu the course of my investigation of the
books, accounts, and again of the said Arm and company.
Affirmation of John Henry Gurney, of 20, HIMOTOT terrace,
Regent's-parkin the county of Middlesex, Esq., a partner in the
Arm of Os ereud, Gurney, and Company, of Lombard-street, in
the City of Loodon, bill broken, made the 9th day of Novem-
ber, Deg, states :
1. Ilrat about the year 1847, upon the death of my father,
I succeeded to his share in the business purled on in
London ashler the firm of Overend,Gurney, and Co., and that I
at that same time succeeded to my father's share in the banking
business carried on under the firm of Gurneys and Birkbeck at
Norwich and elsewhere ; and I continued tube a partnet in the
Arm of Overend, Gurney, and Co., up to the time of the transfer
of their business to Overend, Gurney, and Co. (limited}.
That the business carried on by Overend, Gurney, and Co.,
was established about the close of the last century, and became of
an exceedingly extensive and profitable nature ; and that for the
five years ending on the Slut of December, 1880, after allowiug
Interest upon capitaland upon the balances to the credit of the
partners, the profits divided amongst the several partners aver-
aged upwards of £190,000 per enema, but that sub. equent to
that period the actual net profits have not been ascertained or
appropriated, but were reserved to meet the tutees consequent
upon the exceptional innate-lons hereinafter referred to.
3. That the business of °reread, Gurney, and Co. was for many
years carried on under the immediate superintendence of the
late Samuel Gurney, Esq., and David Barclay Chapman, Esq.,
but the said Samuel Gurney departed this life In or about the
month of May, 1858 ; and the said David Barclay Chapelle,. re-
tired from the said business at or about the dote of the
year 1,17.
4. That from that period Mr. Henry Edmund Gurney and Mr.
David Wnnl Chapman took the active part in the conduct of
the said business, and were subsequently assisted therein by lir.
Robert Birkbeck ; but until nix at the year 1863 I res'sled princi-
pally In the county of Norfolk, and assisted in the management
of the banking business carried on by my partners and myself
at Norwich and elsewhere In that county.
5. That after the death of the said Samuel Gurney and the re-
tirement of the said David Barclay Chapman, the partners ma-
naging the said business made very considerable advances of an
exceptional character to various parties and companies upon
securities of a speculative and uncertain nature, but that the
extent of such speculative advances did nut become known to
me till the early part of the year 1481, and as from their nature I
was apprehensive that they would entail a considerable loss to
the house, It was on that account arranged between my partners
and russ.elf that no further division of profits should be made
until such accounts were liquidated, and I say, that on the close
examination which was undertaken prior to the transfer of the
business to Overend, Genie v, and Co. (Limited!, it was found
that the doubtful advances then amounted to upwards of four
millions sterling.
4. that tu suissequenee of the rock up of the assets of the
house, arising from these advances, and the losses consequent
thereon. It was considered, after mature deliberation, that It
would be desirable that the business should be strengthened by
fresh capital, which should provide for an adequate portion of
the amount so lucked up, and in the result it was determined
that the mode of accomplbihing that object sf ould be by the
formation of a Joint Stock Company Limited), which might take
over the whole assets and liabilities of the arm, and with a view
to carry out this purpose various co imitations took place
between myself and partners and eater persons, which resulted
In the tonneau-1 of the Lotupany of ~end, Gurney, and Co.
Lienited).
7. That on the Investigation of the state of affairs of Ovcrend,
Gurney, and Co., prior to the formation of the limited company, It
appeared from their hooks that there were then outstanding nuious
debit balances which were considered to be of a doubtful nature
to the amount of £4,189,000, or thereabouts: but upon a careful
examination of the securities held in respect of them, and the
probable winding up of such of them as were not secured, It was
estimated that of the total amount of £4,10e,000 the sum of
£1,014,000 would be realized, leaving therefore the sum of
£3,177.000 still to be
s. That In reference to the amounts appearing to he due to the
Arm of Overend, Gurney, and co..which are particularly referred
to in paragraph 13 of the affidavit of Oswald Ho well, sworn the
tad day ut November, kaki, the Schedule set out in this para-
graph shows the estimated value put upon the following
&existents In making the estimate referred to In paragraph 7 of
this affidavit:

608,507 19 3

BCHEDITLi
Atlantic Royal Mail Steam Company
Stillwell Iron Works Company
C. J. Mare and Co
East Nina and Londuu Shipping Company
Thomas Howard' nil
Greek and Oriental Steam Navigation Company 7,000
D. L Lewis
Belson, Trittha, and Company
Railway accounts actually belonging tothe firm,
but under care of Mr. J. E. C. Koch 64,000
Lawrence and Fry
F. and C. GarrilWily
C. Joyce and Co 02,000
Halliday, Fox, and CO 3.1100
Z. C. Pearson and Co.
0. That at this period it was estimated that the balances to the
credit of the partners hen made up in the private ledger would
runount to 2940,000, and which balance.' bait been calculated as
liabilities of the firm, but deduction the amount thereof from
the balance of £3.117,000 so left unprovided for, there retualred
the won of £2,177,000 still outstanding, and to be provided for.
10. That upon a careful examination and estimate of the
private estates of the several partners composin thee
)th firm of
Overend. Gurney, and Co., and of their interest in anking
boogies' carried on in Norfolk and elsewhere, it was estimated
that such several private estates would produce the further ag-
gregat.: sum of a:2,329,000. and after taking credit for the £6oo,,ext
to be received for goodwill, and for 1t5,000 as the cdimated
value of the premises in Lombant-street. there would have re-
maimai a surplus of £6.88,000 in favour of the individual partners
after providing fur every liability of the firm of Overend, Gurney.
and Co.
11. That all snch estimates were made bona fide. and with the
aid o' all such information as we then d as to the value
of such several assets, whether helont estates
to the firm of Over-
-130.1, Gnruey, and Co., or to the private estates of the partners,
and I then believes', and still du believe, that such estimates
were fairly and honestly made,
12. That the firm of Overeat Gurney, and Co. bad given their
tevs for other pairties in respect to various transactions :
rt'irtrt the time of the transf of the business to the limited
company, it was bettered by my partners and myself that the
secitriti,i he'd in respect of the transactions for which there
guarantees were given would, when realised, prove sufficient to
cover the advances. and that no claim in respect thereof would
arise upon the firm of Overend. Gurney, and Co.
13. That the prospectus issued to the public was prepared bona
fide, and was intended to give, and to the best of my belief
does give, the honot opinion of the directors ris to the probable
re-alts to be obtained by taking over the nosiness of Overend,
Gurney, and Co., and I then believed, and do still believe, that
the guarantee given by the firm of Overend, Gurney, and Co.,
and of the several partners in that firm, was an amplegnarantee
against any lose which at that time appeared likely to arise in
realising the assets and liabilities transferred by °reread,
Gurney. and Co. to Overend, Gurney, and Co.' Limited).
14. That for the purpose of carrying into effect the arrange-
ment be.ween Overeat, Gurney, and co. and Overend. Gurney,
and Co. 1..-nattesi , two deeds, dated respectively 27th July,
11116. were in the first instance executed, one of those deeds
being the deed now produced and shoAll to me. marked A. being
the deed of mutual covenants referred to in the prospectus, by
which the several partners constituting the firms ' ()reread,
Gurney. sal Co. agreed to transfer to Overeat, Gurney, aid Co.
Limited all the business theretofore carried on by G;erend,
Gurney. and Co , as from the Ist day of August then next in
consideration of £50',000 to be paid by the company fo • the
goodwill. By the ~,her of such deeds now produced to me nod
shown to me, and marked with the letter B. and also dated 27th
July, 186.1, and made between the same parties, arr otgenteuts
were made for the liquidation of certain aeconnt- intended to
represent the aforesaid amount of 14.180,000, so as thereby to
ascertain w hat luaount the private emates of the seversl parties
would ultimately have to make good. And I say that by such
deed of arrangement no portion of the £500,000 agreed to he
paid for goodwill, or of the amount to be paid for the premises
in Lombaritstreet. could be actually received by the said firm of
Overeat. Gurney. and Co., or any of the partners thereof, unless
and until the Liniited Coninany had been fully co:ered for all
liabilities undertaken by that company on account of Overend,
Gurney, and Co., and that, in fact, the whole of that sum of
1600.000 had been placed to the credit of Overeat, Gurney, and
Co. in the Suspense Account, and one moiety thereof was de-
bited in that account as the payment of £l5 per share on the
shares allotted to the members of the old firm, and in the same
accounts they are debited with the whole of the accounts con-
stituting the aforesaid sum of 44,199,000, and they are credited
wills the proceeds of such of the shares no allotted to them as
were subsequently sold ; and, further, that immediately after
the transfer of the business of Overend, Gurney, and Co., to
Overend, Gurney. and Co. ited , arrangements were made
for the realisation of a sufacient portion of the private estates of
all the partners with a view to the application of the proceeds
to the liquidation of the liabilities of Overend, Gurney, and Co.,
in liquidation.
15. That, in order to give fuller effect to the covenants of the
partners then constituting tile firm of Overend, Gurney, and Co.
another Indenture was executed, bearing date the ftid day of
August, 111415, being the deed marked C, now produced and
shown to me, by which the claim of the Limited Co upaay for
any balance appearing to the debit of Overend, Gurney, and Co.,
in their said Suspense Account, was made immediately recover-
able against all or either of the several winces uonstituting the
firm of Overeat, Gurney, and Co., who should depart this We,
or be found lunatic, or he adjudicated bankrupt, or do or permit
any act whereby their or his property and effects would other-
wise become distributable among their or his creditors, instead
or the same heing deferred until the Slot December. 1868, as pro-
vided by the a...wind deed of 27th July, 186 S, hereinbefons re-
ferred to.
There could be no doubt that the firm was grossly insol-
vent at the time of the transfer, and this must have been
known to the directors of the new company at the time
that their prospectus was sent out. Power was given to
shareholders to inspect the articles of association and the
first deed, but the second deed was kept carefully in the
background. The learned counsel proceeded to quote a
number of cases to show that where persons were induced
by misrepresentation to take shams in a company
the transaction was fraudulent and the contract void, and
contended that in this case he had shown misrepresentation
as regarded one item, and could probably have pointed out
further errors if he had bad sufficient time for investi-
gation. The company commenced business on the lot of
August, 1865, and suspended payment in May, 1866, and
100 to the magnitude of the concern, and the labour of
investigating every item in the sum of 15,000,0001., it was

.. £160,000
... ull

'RAL

THE EXPRESS; FRIDAY EVENING,
had not had the opportuur CENTRAL
-_—, _ and I verily believe, from In mitigation of the books, that ell obvious that the shareholders .
partaenhi
. •
my •
i Lilo trruittputs. 1 the other accounts fornong the mutt sum of 5i,z13,51e, Wald Of properly examining the affairs of the
. are similarly those of parties who had failed. had he thought made out a prima facie case for furgier Vidor
.4 t whit
. _ . ____.• -. .•

t