1840. Turner v. Hill. Jane Penneck Hill, and bequeathed by her to the defendants; one of whom was her executrix. At and before the bankruptcy of the Messrs. Gundry, the mines in question were divided into 1,624 shares; and those gentlemen were entitled, between them, to nearly one-half of the shares. John Gundry was also the purser of the mines; and he having become greatly embarrassed in his circumstances, and the other shareholders having discovered that he had falsely charged them, in his accounts, with sums, to a large amount, as paid by him for materials for the mines, they, a few months before his bankruptcy dismissed him from his office, and appointed Richard Tatke purser of the mines in his place. In January, 1820, the commission issued, under which the Messrs. Gundry, who were co-partners as bankers, were declared bankrupts. At the time of their bankruptcy, the mines were very valuable. II. M. Grylls, a gentleman of great influence in the neighborhood of the mines, became desirous of purchasing some of the bankrupts' shares; and the other shareholders were desirous that he should become a co-adventurer with them in the mines, and should purchase as many of the bankrupts' shares as he should think proper, and that the remainder should be disposed of amongst themselves and such other persons as they should approve of as co-adventurers with them. On the 5th of February, 1820, a meeting of the adventurers in the mines, at which Grylls and Tyacke were present, was held for the purpose of considering how to effect the before-mentioned object; and it was then [*3] proposed *as the best mode of effecting it, that a new company of adventurers should be formed, and that the bankrupts' shares should be disposed of; and that, for the purpose of securing from liability such persons as should take shares as new adventurers, the mines should be sold through the medium of a decree of the Vice-Warden of the Stannaries, and be repurchased by the old adventurers, and that the moneys to arise from the sale of John Gundry's shares, should be applied in discharge of the debt due from him to his late co-adventurers; and, thereupon, and in the presence of Grylls and Tyacke, the following resolutions were drawn up and signed by the adventurers pre 1840. Turner v. Hill. sent: "It is proposed, as the only measure which can prevent the mines from stopping, to offer at least one-half for sale, at the price of 5001. for each share: it is proposed, for the security of the new adventurers, that the mines, materials, halvans, &c., shall be sold by the decree of the Vice- Warden, and entered upon as on the 1st of this instant February, clear of debts and demands which may have been contracted before that day: that the sum which may be raised from John Gundry's late shares, be wholly appropriated to pay the amount due from the mines to the end of October last that the present adventurers who shall continue their shares, do give an undertaking, to the Vice Warden, to pay their proportions of the deficiency which may remain due from John Gundry as late purser, after the proceeds of the said John Gundry's shares shall have been appropriated as above: that communications be made, respecting the purchase of the onehalf of the mines agreed to be offered for sale, to Mr. Grylls, and that he be requested to correspond with such persons as are willing to become purchasers thereof; and the adventurers now present, will endeavor *to dispose of some part thereof [*4] amongst their friends, and write to Mr. Grylls the result." In consequence of these resolutions, Grylls and the then adventurers, together with Tyacke, immediately took active steps to form the new company, and to get persons, whom they approved of, to purchase the shares which were to be disposed of as before mentioned and some of the old adventurers and Grylls and his friends agreed to take some of those shares; and Jane P. Hill and Tyacke agreed to take another share jointly. The bill alleged that Jane P. Hill, at the time when she so agreed to become interested in the mines, was well acquainted with the several circumstances before mentioned under which the proposed new company was intended to be formed and the said shares therein disposed of; and well knew that the mines were very valuable, and that the proposed undertaking would be very profitable. On the 16th of February, 1820, at which time all the shares in the new adventure had been disposed of, a meeting of the old and new adventures was held, at which it was resolved that the 1840.-Turner v. Hill. principal creditors of the mine should immediately petition the Vice-Warden, for a decree to procure the payment of the sums due to them; that they should represent to him, at the same time, that there was a great number of other creditors, and request him to appoint a day for the proof of their respective claims before his secretary, with a view to a decree for the sale of the mines, materials and halvans, for the purpose of defraying the whole sum which might be due; and that, when that should be accomplished, the Vice-Warden should be petitioned for a decree to sell the mines, with everything which might be thereon, in one lot. On the 23d of the same month, Grylls and Charles Read were chosen assignees of the bankrupts' estates, and [*5] *the usual assignment thereof was made to them: but Read interfered very little in the affairs of the bankrupts, and acted entirely under the influence and direction of Grylls. Grylls, in order to effect his intention of becoming possessed of part of the bankrupts' shares, and to facilitate the formation of the new company, determined, as soon as he was appointed assignee, absolutely to relinquish the bankrupts' shares; in order that they might be more readily disposed of in the manner and for the purpose mentioned in the resolutions. Accordingly, he and Read, with the privity of and in concert with the old and new adventurers, but without the consent or concurrence of the creditors of the bankrupts, relinquished all the bankrupts' shares to the old adventurers, under the pretence that the debts due in respect to them, exceeded their value. On the day on which Grylls and Read were appointed assignees, another meeting of the old and new adventurers was held; and they then agreed to take such shares in the new comcompany as were set opposite to their names respectively; and it was further agreed that immediate measures should be taken to induce the Vice-Warden of the Stannaries to grant a decree for the sale of the mines, in order to pay the debts due at the end of January then last; and other arrangements were made with a view to the formation of the new company. On the 23d of March, 1820, a petition was presented to the Vice-Warden, in pursuance of the before mentioned resolutions, 1840.-Turner v. Hill. by Charles Scott and others, against several of the old adventurers, and also against Grylls and *Read as assignees [*6] of the bankrupts' estates, for the pretended purpose of recovering a debt due to the petitioners for goods sold and delivered for the use of the mines, by the orders of John Gundry, whilst he was purser of the mines, and of Tyacke, his successor : but that petition was, in fact, an amicable suit, concerted between the petitioners and the old and new adventurers, in order to obtain a sale of the mines for the purposes before mentioned. On the 9th of May, 1820, the petition was heard, and it was then ordered, with the consent of the adventurers, that the mines and the tin, engines and materials belonging thereto, should be sold, by public auction, under the direction of the secretary of the court, for payment of the debt due to the petitioners. At the time when this decree was made, the engines, materials, tin, &c., belonging to the mines were of the value of 28,000l. and upwards: and the bill alleged that a decree for the sale of an entire mine to liquidate one debt, and that of comparatively small amount, was without precedent in the Vice-Warden's court, contrary to the law of the Stannaries, and unnecessary, inasmuch as all the then adventurers, with one or two exceptions, were solvent, and the greater part of them would have been able, if called upon individually, to discharge, immediately, the debt due to the petitioners. On the 2d of June, 1820, a meeting of the adventurers was held, at which it was resolved that Grylls should attend at the sale, which was advertised to take place at the Red Lion, in Truro, on the 5th of June, and should purchase the mines, materials, &c., for 18,000l. But, previously to that meeting, it had been agreed that the shares in the mines should be altered, and that they should be divided into 54 shares only, 30 of which the new adventurers agreed to take. *The sale was commenced on the day appointed; but, [*7] in consequence of some disagreement, or pretended disagreement between Grylls and one of the old adventurers, the ViceWarden's secretary declined to proceed with the sale; and some of the persons who had attended it, went home. On the evening of the same day, the secretary, Grylls, and some of the old adven 1840.-Turner v. Hill. turers dined together; and it was then arranged that the sale should take place at the Prince's Court, (where the Vice-Warden's court was usually held,) and before the sitting of the court on the following morning. The sale took place accordingly, but without any further notice or advertisement; and Grylls, who was the only bidder, purchased the mines, engines, materials, &c., for 18,000l. On the same morning an order confirming the sale, was made by the Vice-Warden, with consent. The bill, after stating as above, alleged that the shares taken by the new adventurers in the mines, were the shares or part of the shares of the bankrupts so relinquished by Grylls and Read as before mentioned: that the relinquishment, and sale and purchase of the shares of the bankrupts were void in equity; and that the persons who became purchasers of and interested in such shares, were trustees thereof for the creditors of the bankrupts that, in October, 1821, John Rogers, one of the new adventurers, who had taken the 54th shares in the mines, relinquished his shares, and, thereby, the shares into which the mines. were divided, were increased from 54th to 50th shares; and Tyacke and Jane P. Hill became possessed, jointly, of one 50th share, which was part of the shares and interests of the bankrupts in the mines; that Tyacke and Jane P. Hill afterwards divided their share, and the same was, subsequently, held [*8] by them in severance; and one-half *thereof, being a 100th share, was transferred into Jane P. Hill's name, in the costbook of the mines, and she, thereby, became the absolute legal owner thereof: that Jane P. Hill died in 1836, having, by her will, bequeathed her share in the mines to two of the defendants, their executors and administrators, in trust for her daughters, the other defendants, their executors and administrators; and, shortly after her decease, such share was transferred, into the names of the defendants, in the cost-book of the mines; and that the defendants were trustees thereof for the creditors of the bankrupts that the circumstances under which the shares of the bankrupts had been disposed of, did not come to the knowledge of the creditors until March, 1825: that some of the creditors then presented a petition to the Lord Chancellor, stating several |