The Sun.
London, England, 1832-11-01 00:00:00

VICE-CHANCERY.-(THIS DAY.)

His Honour the VICE.CHANCELLOR sat at ten o'clock in
Lincoln's Inn. There were very few King's Counsel in
attendance, but a good muster of gentlemen behind the
t tar.
A few motions, almost, of course, of no public in-
terest were heard, and his Honour, having nothing more
t° go on with, arose at a quarter before 12 o'clock.

GRAY'S-INN HALL.-(THIS DAY.)

SMALL V. ATTWOOD...-4 U DGM ENT.

Our readers will recollect this cast., which occupied the
Court 26 days in the arguing. It was instituted by the
plaintiff for himself and others, the Directors of the Bri-
tish Iron Company, against Mr. Attwoad, to set aside an
agreement for the purchase of certain iron works, for the
runt of 600,0001.
Lord LYNDHURST gave notice, that he would give
Judgment this morning, which collected a sufficient num-
ber of persons to fill the large Hall in Gray's Inn long
before the hour of his Lordship's sitting, 11 o'clock.
His Lordship having taken his seat, said, the pre-
sent suit was instituted by the plaintiff, as part-
ners of the British Iron Company, for themselves and
Other partners, except two, John and Philip Taylor, who
Were made defendants against John Attwood, to set aside
ail agreement of the Ist of June, 1825, and one on the 4th
November of the same year. The grounds on which it
tvaa sought to vitiate those agreements were
411e4ged misrepresentations of the value of the property,
snd of the costs of materials of production and conver-
sion of pig iron into bar and rod iron. The bill was
Isled against three of the defendants, Mr. Edwards, Henry,
!allies, and Philip Taylor, as having acted in concert with
41r. Attwood in these misrepresentations, and fur en-
I:eavouring to conceal them from the Company afterwards.
44 the course of argument Counsel for the defendant had
taken three objections on points of law, which he would first
dispose of. The first that he would notice was this—
Inat the agreement was entered into between Mr. Att-
and three of the plaintiffs, not iu their character of
ireetors of the British Iron Company, but as private in-
-1 ltividuals, and in their own personal character, therefore
was said that the suit could not be carried on
'Y the Company, but must be done in the names
of tae three individuals. In his opinion the objection was
holly unsustained. The suit could be carried on either
game of the firm or in that of the principals. When

an agent entered into an agreement on behalf of other
parties, it was necessary, if that agreement led to
a suit, that the names of those parties should
in some shape or other appear on the record. The s cord
objection was, that all the names of the shareholders in the
Company were not on the record, and made parties to the
suit. In this case there were upwards of six hundred
shareholders, and if that strict rule was to be applied, it
would defeat the ends of justice; for through deaths and other
circumstances it would be impossible that through abate-
ments a suit could ever be finished. That case had been
finally settled by the case of " Meux and Mendslay," in 2,1 of
Swanston, decided by Sir Thomas Plainer, when
Master of the Rolls, and affirmed by Lord Eldon.
The third objection was, that the plaintiffs had no
right to recover, because the agreement was en-
tered into by only three of the members. This
obligation was also overruled. The plaintiff's case was,
that they had been imlueed to enter into this agreement
through misrepresentations made by Mr. Attwood, lie at
the time knowing they were so; in fact they charged it
with a deception practised on them. After the British
Iron Company had been established for a short time
certain obscure e,ffers of those mines were made by Mr.
Attwood, and afterwards more openly by Henry James,
as his avowed agent. After some delay the Company sent
Mr. P. Taylor, one of the defendants, down to the works
as their agent, in order to take a general survey of them,
but not to take a particular exemination of them at
that time. During the progress of time negotiation, that
followed some verbal statements were made by Mr. Att
wood, which were reduced to writing by Mr. Taylor.
The price required for the works was 600,0001. ; it
therefore required some caution on his part, when
such a sum of money was at stake. Mr. Taylor,
on the part of the Company, was satisfied with
Mr. Attwood's statements, and upon them the
agreement of the 10th June was founded. The agree-
ment was for the purchase of the works at 600,0001. the
title to be completed by the Ist October. It was after-
wards found that that could not be done, therefore, it was
agreed that the agreement of June should be modified so
as to suit the altered circumstances. The agreement of the
4th October was then entered into, by which 200,0001
was to be paid down, and by it the other instalments
were regulated. The parties met to ratify this agree-
men', but one of them, John Taylor, being absent
in Cornwall, Mr. Attwood refused to sign with
any other than the three parties with whom lie
hal treated as private persons. On that very same
evening, and this was a circumstance strongly urged by
the plaintiffs, Mr. Attwood, left town suddenly and pri.
vately—so much so, that even his own attorney did not
know where he had gone to, and went to Corngreve'e,
where Mr. P. Taylor was, and urged him to go to Corn-
wall, and see his brother, and endeavour to prevail on him
to come to town, or get a power of attorney to complete
the agreement. This circumstance raised the suspicions of
tha Directors, and they began to snake inquiries. However,
be, Lord Lyndhurst, thought there was nothing in this
concealment at all blameless, for Mr. Attwood had suf-
ficiently explained it by saying that he went down
secretly in order to give orders that the property
should not be given into the possession of the Come
pany's agent, the agreement not being ratified.
Mr. P. Taylor did go to Cornwall, and re-
turned with a power-of-attorney from his brother, but
it being signed by him as a Director, Mr. Attwood again
refused to ratify the agreement with such an authority,
and therefore he was perfectly justified in giving those or-
ders, which he had considered it his duty secretly
to leave London to do. A meeting of the Direc
tors was held, when it was stated that some of
the representations on which they had been pro-
ceeding were false, and that the price they lied agreed
to give was too large. A deputation was proposed to be
sent down to the works, in order to verify the represent i..
tions ; accardingly three of the Directors, with an Ac-
countant and other parties went down, and the
books were shown them by the defendants
James and Edwards. The deputation were satisfied
and reported that they had investigated the books
and other papers, and that Mr. Attwood had completely
justified himself. The parties met on the 4th November,
when the agreement was ratified, and on the 9th Novem-
ber, possession was given to the Company. It was con-
tended on the part of the plaintiffs, that those state-
ments given by Mr. Attwood respecting the manu-
facture of iron were all false, and known to be such by
that gentleman. Mr. Attwood, lin his answer, said, he
was not responsible for many parts of those statements, as
they bad been drawn up by the Company's own agent ;
that his statements were all given verbally, and that there.
fore he could nut now be held responsible for the writings
produced by the plaintiffs. In his Lordship's
opinion, however, Mr. Attwood was responsible
for the statement of the prices of materials used
in manufacturing pig-iron. The first statement given
by Mr. Attwood was, that the cost at Dudley Wood an
Netherton furnaces was 41. 10s., when it was proved that
the cost actually at the time was 51. 45., being a difference
of 16s. per ton. The plaintiffs' witnesses were confirmed
by Mr. Gritton, the principal witness for the de-
fendants, as to that part of the caee; and let no one be de-
reived, and call that a small difference only, for upon
those six furnaces only by calculations, he found the dif-
ference to the Company would be 16,000/. only. There
were also misrepresentations as to the cost of converting
pig iron into bar and rod to the amount of ht. a ton.
Niiw, were these representations made as to the making
and converting iron at that titre? Mr. Attwood
said that these statements were made upon as-
sumptions, one of them brine that the whole
of the materials should be raised on the estate.
Nothing of that sort was to be found in the evi-
dence, nor would Messrs. Taylor and the others with him-
have made such a purchase, to such an extent, upon cal-
culations built upon assumptions. They, therefore,
asked Mr. Attwood whether those prices were
the actual cost at the time. J. Harrison distinctly proved
that those papers were not built upon hypotheses. At
the dinner, when the deputation were going away, one of
the Directors said to Mr. Attwood " We are not iron-
masters you know," meaning they were not acquainted
with the prices, " Are there any costs or other chargelfor
materials which are not included in those papers ?" Mr.
Attwood answered " No, on my honour"—merely proving
that he intended to misrepresent the actual state of
things. Then was Mr. Attwood aware that the state-
ments were incorrect? That was a material part of the
case. He was no stranger to those works. He
had been the manager of them for his uncles James
and Matthias, and afterwards, when the works
came into his own possession, he resided at
Corngreaves, and must have been familiar with the works,
It was also proved that the yields were less--considerably
less than at the time of James and Matthias Attwood,
and that Mr. Attwood i
had frequently complained of t.
Mr. Attwood then must have known that those papers
and representations were incorrect. Further, the witness
Best was employed by Mr. Attwood to make out a de-
tailed statement of the cost of making rod-iron. Best
kept a copy of that statement, which was produced by the
plaintiffs, and on comparing it with those papers, corres-
ponding with it in the twelve papers, it was found that
many of the cost charges were omitted. Mr. Attwood
had also stated to the deputation—distinctly stated, more
than once, that no yield books had been kept since the
time of James and Matthias. Now it was clearly proved
that an account was made up every fortnight of the
yields; the accounts, probably, were not kept in books lent.
It was an evasion unworthy of such a transaction. As
to the case against the defendants James and Edwards,
they were charged with acting in concert with Mr. Att-
wood, and fabricating or supporting those misstatements
for his benefit. It was stated to P. Taylor by James,
that Mr Attwood had made 90,0001. by the works
for the last year, and Mr. Attwood being pre-
sent said, " Yes, and I could have made much more
had I been able to devote more time to them." That
and many other instances in the evidence clearly proved
that they were acting in concert. It was stated that
Mr. Attwood had not looked at the papers, and was not
responsible for them ; that James and Edwards were
employed by the Company, and that they, and they only,
made nut the whole of those statements. But was it pos-
sible to believe that such could be the case—when Mr.
Attwood's honour was impeached, when he was
.charged
with fraud, when his pecuniary interest to an im-
mense amount was at stake—was it possible
to believe, then, that be could not but take
a great interest in the making out of those papers
and statements? Nay, was it not clearly proved that
he himself formed them all or superintended them ?
That James and Edwards might write them was
true, but it was at the direction of Mr. Att-
wood. Then, as to the coal mine, Mr. Attwood
well knew that it was faulty, yet when spoken to
on the subject by the Directors, he disavowed all
knowledge of it. True, lie was not aware of the ex-
tent of the defect, vet it was concealed from the Company's
agents, and on one of them going down the Mine to
in-
spect it, Mr. A. said to the person showing it, " You will
not show him the worst side of it," evidently showing
there was no intention of being candid. Hie Lordship
then proceeded to pass a high eulogium on the character
of Mr. P. Taylor, whom be absolved from all blame in the
transations, and then said the only part left was whether
the acts of confirmation by the Company, since deprived
them of their right of redress. It appeared that Mr. P.

Taylor, the Company's superitateudant, had possession of
the works from Nov. 9, up to the time of commening the
suit. It was said that he must have liven aware of the
misrepresentations, and in that time must have been ac-
quainted with every particular as well as Mr. Attwood
But Mr. Attwood, on the day he gave up possession
removed every book and every memorandum ; even so tar
did he carry it, that private memorandums belonging to
the workmen were taken away, so that Mr. P. Taylor
bad no opportunity of inspecting or finding any thing out
by them. Besides he was actively employed in
the sop rintendance of the work, and Edwards
who had been recommended by Mr. Attwood was
employed to make out the statements which were sent to
the Dir,ctors. The first quarterly statement made out by
him, show d a profit of 8,000/., or about 30,000/. a year.
That, on being inquired into, was reduces' to 4,000/, for
the quarter, and on a deputotion going down to
make further inquiry was proved not to exceed
1,800/. ; though Mr. P. Taylor had signed that
quarterly return he could not be chargeable with
it, for his other avocations were so numerous, that he could
not he expected to examine them carefully, and find out
the errors. His Lordship was, therefore, of opinion, that
as the Company could not have found out those misrepre-
sentations sooner, they were not debarred front redress in a
Court of Equity. He was, therefore of opinion that those
misrepresentations forming the basis of the argument, had
had been knowingly made by Mr. Attwood, and that the
agreement must be vitiated, and the money paid on account
returned, the purchasers accounting for the profits of the
property while in their possession. He would draw up
the decree himself, and hand a copy to both parties.
With respect to costs, the bill must be dismissed as against
P. Taylor with costs. James and Edwards must pay
their own costs, and Mr. Attwood the costs of the suit.