The Sun.
London, England, 1848-11-10 00:00:00

•

ness, had violated, as was alleged, his eng,t4emonts,
and misappropriated the funds; and the comp any pas-ed
a resolution to expel him, and send a Mr. Dutton in his
Jlace. For that purpose they executed a deed, dated
une 1, 1827, dissolving the partnership, aed two de eds
following, by one of which they revoked the power of
attorney given to Thomas, and by the other they em-
powered Dutton to take steps to comrel Thomas to sign
the deed of dissolution, and to wind up and carry on
the concern for the benefit of all the parties. Dut-
ton accordingly went out, but before he arrived the
grant had been increased to the full amount of twenty
thousand acres ; and by a letter of the 21st of Sep-
tember, 1827, Thomas gave an outline of his pro-
ceedings and of the improvements he expected to
make. Dutton having arrived there, the deed of
_lissolutiou was executed by Thomas, and he de-
clined to have anything to do with the concern,
or to have any interest in it. Advances continued to
be made by the partners at home ; and in September,
1828, General Lautour had advanced 3,3001., and diffi-
culties were felt by him as well as by Gibbs and Keate,
and they were all in arrears to the firm of Marjoribanks
and Co., who had advanced several sums of money for
them on loan ; and on the 21st of November, 1828, they
were called upon to acknowledge their joint and several
liabilities to that firm for the advances, which General
Lautour did. Previously to this time, Kershaw had sold
his share to Archibald John Marjoribanks, and having
died, Stewart Marjoribanks became entitled to his share.
On the Ist of January, the firm of Marjoribanks and
Co., by the death of A. J. Marjoribanks, the retire ment
of Kershaw, and the introduction of William Edmund
Ferrars, became the firm of Marjoribanks and Ferrars ;
but the new firm continued to act as the agents of the
company. In 1828, General Lautour became embar-
rassed, and was unable to pay up his calls, and, as was
alleged, was ignorant of the exact state of the com-
pany's affairs, no accounts having been taken,
as provided by the partnership deed. In January,
1829, General Lautour's debt was stated to
amount to 2,413/. 19s. Id., which Marjoribanks and Co.
had advanced. In August, 1829, Marjoribanks and
Ferrars having become dissatisfied at the large arrears
due by Lautour, they determined to have a mortgage
from him of his interest in the partnership, and direc-
tions were given to their solicitor to prepare a mortgage
deed to be executed by him, which they accordingly did;
and it was engrossed without any communication to
General Lautour, as was alleged, aid he was called upon
to execute it without any solicitor to consult with or as-
sist him, and without any copy of it being furnished to
him. On the 11th of August, 1829, the mortgage deed,
Which was dated the 4th of the same month, was exe-
cuted by Lautour, of the first part ; Gibbs, Keate, El-
phinsto: e, and S. Marjoribanks, of the second part ; and
S. Marjoribanks and Ferrars, of the third part, whereby,
after stating the partnership, and that Lautour was in-
debted in the sum of 1.0001. (it having been arranged
that he was to pay off the remaining 2,413/. 19e. Id.,
which he did) to Marjoribanks and Ferrars, Lautour:as-
signed his interest in the company to Marjoribanks and
Ferrars, on trust to sell and conduct as they might think
fit, their receipts to be sufficient to discharges, and to
stand possessed of the money to Fay the expenses of the
trust, then the 1,0001 and all future debts of Lautour for
advances, &c., and the residue to Lautour. Power was
also given to the trustees to represent General Lautour in
the company, and there was a covenant by Lautour, that
he was not to revoke the powers and authorities thereby
given, nor to interfere in the partnership, and he there-
fore disclaimed all right to do so. About this time Mar-
joribanks and Ferrars wrote to their solicitor with re-
ference to the preparation of certain powers, for which
instructions had been given, and saying that the deed
was executed by Lautour for a particular object. This
letter was the first of a vast number of letters, which
were produced and read, for the purpose of showing
that the object of the deed was not to have security
for the advances on behalf of Lautour, but to get him
under the power of Marjoribanks and Ferrars, who, it
was alleged, from this time forward, were bent upon
carrying out their scheme to oust Lautour from the
business, and to get rid of him altogether, and, in
like manner, it was alleged they wished to get rid
of Gibbs and Keate, and, in short, to become masters
of the concern. The business was continued ; Marjori-
banks and Ferrars acting as managers for Lautour, and
calls were made, of which no notice was given to Lau-
tour. In April, 1830, Lautour was arrested for debt, and
thrown into prison, and was not liberated till the 3d of
June, 1831. In May, 1830, the partners, other than
Lautour, together with Marjoribanks and Ferrars, sent
out a Mr. Gordon to examine the state of the concern,
for it appeared that Dutton had followed the steps of
Thomas, and had also been guilty of mismanagement,
and Marjoribanks and Ferrars expressed their dissatis-
faction in a letter, of May, 1830, in which they men-
tioned the mortgage of Lautour. On the 29th of May,
1830, Lautour, who had been engaged in other specula-
tions connected with the colony, became bankrupt, and
Kinnaird and Lacy were appointed his assignees, and
Messrs. Bartlett and Beddome were their solicitors. In
June, 1830, Keate, who wished to become the purchaser,
but whose offer was rejected in a letter to Dutton, said
" We have now done with him, I hope," meaning Lau-
tour, and wished to know whether there might not be a
legal valuation of the property by some means. Dutton
bad mitten a letter on the Ist of May, 1830, which had
not then arrived, in which he gave a report, stating the
then bad state of affairs, but that with good management
in three years he thought the concern would be worth
60,000/. General Lautour had no knowledge of what
was going on after his mortgage, and being unable to in-
form his assignees thereof, he (in July, 1830) wrote to
his agent to inform him; and Griffiths, their clerk, re-
plied that they could give no information as to the stock
on the property. About this time it was arranged that
alMs. Beauvais should be sent as agent in the place of
Dutton, with large powers, even to the extent of selling
the land; and letters passed between Keate and Ferrars
as to the propriety of a sale; but it was alleged that nei-
ther party as ished a sale. Wen preparing an instrument
to empower Beauvais to act, Messrs. Freshfield, the soli-
citors of Marjoribanks and Ferrars, said it would not be
valid without the signature of Lautour, but as they had
all his interest, it would not, perhaps, matter; but on
the sth of October, 1830, they wrote to the solicitors
of the assignees, to ask their consent, and the solicitors
required information as to the propel ty, &c., which to
some very small extent was furnished them. On the 3d
of June, 1831, Lautour obtained his release from prison,
and was for some time occupied in getting a supersedeas
of his bankruptcy, which was well known to the other
parties. On the 30th of August, 1831, a letter (written
on the 20th of February) was received from one Foozoy,
who was an under-agent on the property, and he gave a
very favourable account of the concern. On the 12th
of November, Lautour, having previously informed
Elphinstone of his intention to go out to the colony,
applied for a supersedeas of the bankruptcy, which was
ultimately granted, on certain conditions being fulfilled,
which, however, never were fulfilled; and he applied to
the Messrs. Gale for advances on the security of the pro-
perty; and they directed their solicitors, Nind and Cot-
terill, to inquire into its value; and &correspondence took
place between Nind and Cotterill on the one hand, and
Messrs. Freshfield on the other, in which the latter said
it would re quire 17,500/. to put it in a condition to do any
good, but they gave no details nor any accounts; and
thereupon Messrs. Gale refused to make advances.
On the 21st of November, 1831, a letter arrived from
Beauvais giving a flourishing account, that there were
3,040 lambs and 3,000 sheep, and that he hoped to send
7,0001b5. of wool. Lautour being in distress for money,
it was proposed to sell his interest or his moiety of re-
demption therein to Marjoribanks and Ferrars, and on
the sth of December, 1831, a contract was entered into
whereby he agreed to release his equity to Marjoribanks
and Ferrars for the sum of 2501., which contract, how
ever, was not carried into effect till the 12th May, 1836,
Lautour being about to go out to the colony in the Per-
sian, with stock, &c., was arrested on the Bth of-Decem-
ber, 1831, for debt, at the suit of Frederick Freshfield,
and was not released till the Persian sailed, and so lost
passage. Various schemes, it was alleged, were pro-
pounded during this time to get rid of Lau-
tour, who all this time was ignorant of the
prosperous state of the concern, which a letter
of Foozey's, written in 1835, estimated at 100,000/.,
others at 70,000/., 52,000/., 23,0001., and one o: the
Witnesses of the defendants even so low as 7,6001.; but
they were all prospective values, being chiefly in the
future tense, and the expected result only after three, or
four, or five years. On the 12th of May, 1836, Lautour
signed a deed of conveyance of all his interest in the
Concern for 2501., without any assistance or knowledge
of the affairs, and without the account being furnished
to him, otherwise than by stating a round sum. It was
said, indeed, that Ferro-rs had an interview with him,
and explained everything, and offered to show the books,
but Lautour refused. On the 13th of February, 1839,
Colonel Lautour writes to Marjoribanks and Ferrars to
say that Lautour was not included by the receipt of the
250/., whereupon Messrs. Freshfield replied that he owed
their clients 5,439/. 45., and in consideration thereof the
conveyance of the 12:h May, 1836, had been made. The
result, however, was that the present bill was filed, asking
the declaration of the Court that the deeds of the 4th
August, 1829, and 12th May, 1836, were obtained by
misrepres satiation and fraud, and for a grossly inade-
quate consideration, and that they should be set aside;
also that a deed executed by Colonel Gibbs, conveying
his share to Ferrara in trust for the partners other than
Lautour should be declared, as well as the other deeds,
to lie in trust also for Lautour and Knight, they being
ready and willing to pay the 250/. to the defendants; also
that the partnership should be dissolved, and the rights
andin
interests of the plaintiffs and defendants in the un-
dertakingmight be ascertained, that the Master should
take an account of the undertaking, and of Marjoribanks
and Company, as agents thereof, and an account of all
sums, and dealings, and transactions of the plaintiff,
General Lautour, and of all sums which the other par-
ties had subscribed to the undertaking, and tf at an ac-
count should be taken of the lands in the colony, and
also of the live and dead stock, and other property, and
the moneys due to the undertaking; also that a receiver
and manager be appointed. The Master of the Rolls,
after going most carefully and elaborately through all
the points and facts of the case, stated his opinion
clearly to be, that the plaintiff had entirely failed to
make out the statements in his bill, that the deed had
been obtained from him by fraud and misrepresentation ;
on the contrary, it was clear that General Latour knew
what he was doing, and the evidence all along went to
prove that he was anxious to get out of what he con-
sidered a bad concern. Uuder all the circumstances his
Lordship felt bound to dismiss the plaintiff's bill with
costs.—Bill dismissed with costs.