Arizona silver belt., 1902-12-18
OLD DOMINION
A. s. BgeOw Files His Answer iu Recent Suit.
 Denial Of AT Allegations

and demurrer Co the Oill of the Old Dominion Copper company, in which th9 latter seeks restitution Of certain stock alleged to have been obtained through fraud,
 In his answer t0 the bill every ale gation of fraud ia denied. The answer is a long document of at least l5,0OO words, aud we abstract it in part as showing the methods Of organization of the Old Dominion as set forth ny Mir. Bigelow.
 The answer says On April go, 1895, J Morris Meredith procured from one of the executors of tho will of Mi- chael II. Simpson for 5000 an option to himself aud assigns for the pur- chase Of lIS57 shares of the capital stock of the Baltimore old Dominion company at $lO per share, or $7lL2SO, payable $lOO,OOO in cash and balance in per cent notes.
 Upon execution of the contract it was assigned to Leonard LewiSuhn. Later, Meredith purchased the re- maining stock interest in the proper ty-7, ,143 shares from Wm KeySer.
 Prior to May 2l, 1895, said Lewisohn agreed Co give the defendant one half interest in the Simpson stock under said contract and the defendant agreed Co furnish one-half of the purchase price. Subsequently it was arranged that in the purchase of the KeySer stock the detendants interest should be two.thirds and Lewisohn'S one third
 On May 24 1895, a syndicate called the old Dominion syndicate consist ing Of the defendant, Lewisohn and others, formed a pool, and it was agreed tbat the said Lewisohn and de- ! foudant should purchase and pay for the property and in their own names hold and deal with the same, and theu associates should receive 80 much only of the profit realized in the enterprise as the defendant and said Lewisohn might deem proper to distribute among them, and the remaining profit should be retained by the said Lewis ohm aud the defendant to their own use.
 The price the syndicate agreed to pay into the pool in atated sums was as follows II per cent May 27, 1895 l. 2S5 per cent July 20, 1895 2sa percent | August 2G, 1895, and PSI per cent Sep tember 26, 1895, with interest at . per Ic3nti and said payments were made
 On May 2S 1895, the defendant and said LewsSuhn exercised the simpson option by the payment Of $l000OO and gave notes for $Gll, ESQ at 3 per cent Ou June 10 lhe Wm Keyser stock was purchased for $2s5, I20 and note given | for the stock.
 On June 20 1895, the notes were paid and the property turned over to the defendant aud Lewisohn, who con. tinucd the operation Of tho mines al a profit until conveyed to the plaintiH corporation. Large sums of money were paid out by the defendant and Lewisohu for necessary expenses in- cured in the transaction.
 The plaintiff corporation was or ganized July $, 1895, end the property conveyed and paid for Oy.it by the is- sue of 100000 shares of its stock.
 The 100000 shares of the capital stock Of the plaiutII corporation iS- sued by lt to Phillip K Dumaresq, as the nominee of the Baltimore old Do miniou company. on or about Septem. ber IS, 1895, in payment for the con yeyauce Of the property made to it by | the Baltimore old Dominion company as alleged by the plaintiffs bin, were transferred by said Dumaresq 10 the defendant and said Lcwisohn and sub. saquently the deteudantand said Lew i3ohn, upon payment to them of the last installmeut under the syndicate agreement, distributed said shares among the members of the syndicate in proportion to the respective inter estS of said members, except in the case of few members who elected to take thc money value Of the shares at the fair market value Of Sl5.
 The defendant ayers that in the transaction relative to the purchase of the shares of the Baltimore Old Do- hinton company neither he nor said LewiSuhn acted or was bound to act in behalf of sor for the benefit of the plaintiff corporation, but on the con- trary they acted and had the right to act solely for themselves; that they acquired said shares Of stock with their own moneys prior to the time when they contemplated or decided upon che formation of the plaintiff corporation, aud under such circum- stances the plaintin corporation is not entitled to claim the benefit of their purchase or their profit.
 The authorized capital of the plain dr co,p ,r,tiou was $375o,OO, divided Into 10000 shares of $25 each By the term, of tnc contracJ of purchase 100000 shares were Issued to the Balti-