TITUS . THE MINNESOTA MINING CO.

a purchase of any new location. I also heard a letter read, written by Hickok to Geo. C. Bates. I censured him for so doing, on the ground that he had no right to write such a letter without conferring with the trustees. As a trustee and a stockholder I disapproved of the letter. the other members present took the same grounds, except Mr. Roberts, who was president of the meeting. I believe he did not express an opinion on the matter. One of my reasons for opposing the company's making the purchase was, that the company was in debt, and the trustees were prohibited by their articles of association to run in debt, or to incur any obligation of debt, without a vote of the stockholders. There had been no such vote, and I was unwilling as a trustee, to lay myself individually liable for the benefit of others."

Knapp again went to New York about October 27th, 1847, and while there, it was arranged that he should return again to Detroit, and take a transfer of one-half of location 98 to Hickok, in his individual name; which was done accordingly; and by an assignment duly executed by the trustees of the Ontonagon Mining Company, and acknowledged by them on the 8th day of November, 1847, an undivided one-half of location 98 was duly assigned, transferred and set over to William Hickok, with a stipulation as to a division of the same with the Ontonagon Co. and the right in Hickok to the choice of one-half when a division should be made by a line drawn through the middle.

In thus closing up the matter with Bates, Knapp again had consultations with Conger and complainant, but as to what was said the evidence is again conflicting. Conger says Knapp "told me that the Vulcan Mining Co. had purchased, or made arrangements to purchase, one-half of location No. 98- - such one-half as they should elect to take. He said, by an understanding with the members of the company in New York, the interest in said Loca

TITUS V. THE MINNESOTA MINING CO.

tion No. 98 was to be assigned to said Wm. Hickok in trust for the Vulcan Mining Co., and mentioned as a reason for this mode of assignment, that Hickok had made advances for the expenses, &c., of the company, and proposed to make still further advances, and wished to take a transfer of the interest to himself in trust, by way of securing himself for these advances. I think I had a statement in writing from Mr. Knapp, signed by himself as agent of the Vulcan Mining Co., setting forth the above facts as to the transfer to Hickok, and the reasons why he wished it so made. I have since repeatedly searched for this paper among my files and papers, but have been unable to find it, and conclude that it has been lost. If my impression is wrong as to having actually received such a paper from Mr. Knapp, I am confident that he repeatedly offered to execute a memorandum in writing, embodying the above mentioned facts as to the transfer in trust to Mr. Hickok, and the reasons for such transfer. "Mr. Knapp consulted Mr. Titus, because he was president of the Baltimore Mining Co., and represented the interest of that company in the Vulcan Mining Companythat interest being a right of the president of the Baltimore Mining Co., for said company, to a certain number of shares in said Vulcan Mining Co. I was a member of the Baltimore Mining Co., and was interested also, through the agreement of the president of that company with the Vulcan Mining Co., in 'said latter company; and the reason why I at first objected to the assignment in trust to Hickok, was because of my aforesaid interest in said Vulcan Mining Co. through the Baltimore Mining Co. I was anxious that the portion of the location sold should distinctly and clearly appear to be the property of the Vulcan Mining Co., so that there should be no question about the rights of the Baltimore Mining Co., under its interest in the Vulcan Mining Co. The effect of this proposed assignment to Hickok upon the rights of the Balti

TITUS . THE MINNESOTA MINING Co.

more Mining Co., under its claim to stock in the Vulcan Mining Co., was a particular subject of conversation between myself and Knapp at the time above referred to; and Mr. Knapp then distinctly stated, that as the purchase was for the benefit of the Vulcan Mining Co., the assignment to Hickok in trust for them would leave the rights of the Baltimore Mining Co. the same as if the assignment had been made directly to the Vulcan Mining Co.; and it was distinctly to show this that he either did give, or offered to give, the paper to which I have above referred. Upon this understanding only I consented that the assignment should be made in that form. I and Mr. Titus had been active in aiding Mr. Knapp in the preliminaries of this purchase. It was the understanding with Mr. Bates, the representative of the Ontonagon Co., owning Location 98, before Mr. Knapp went to New York, that the Vulcan Mining Co. should have the privilege of purchasing one half of said Location No. 98, and that Mr. Bates had agreed with Knapp to assign one-half of Location 98 to the Vulcan Mining Co. It was further under stood at the same time, between Mr. Knapp, Mr. Titus, and myself, that if the Vulcan Mining Co. wished the Baltimore Mining Co. to take and pay for one-half of this purchase in connection with them, they would assent to such an arrangement; but the Vulcan Mining Co., it was understood, had the privilege at the same time of taking the whole of said purchase. For these reasons, I supposed that myself and Mr. Titus could have prevented the assignment of the above purchase to any other than the Vulcan Mining Co."

Knapp says, "When I got [to Detroit], I think I met Conger and complainant there. I had some talk with them about what had transpired in New York. Had a good deal of talk with Conger, but not much with complainant, as he had just lost his wife; but I saw him. I think I told Conger what had transpired in New York, and how I was to have the papers made out-the transfer from the Ontona

TITUS . THE MINNESOTA MINING CO.

gon to Hickok. Conger very strongly objected to the way in which the papers were to be made out, and seemed very much displeased with the way they were to be executed. He said that, in the way the papers were to be executed, it just cut off the Vulcan and Baltimore Cos. entirely. I told him that I was satisfied that it would all be right, and that the Vulcan Co. would finally have the purchase. I told him that I believed if the Baltimore would pay their proportion their pro rata to the eight hundred shares which they had in the Vulcan Co. that the Vulcan Co. would take the location off of Mr. Hickok's hands. I told them I should be willing to do this, so far as I was concerned; and I think they both said they would be willing to do it too. I don't recollect all that was said. There was a good deal of dissatisfaction expressed, especially by Mr. Conger. Mr. Titus (complainant) further promised that he would go down as soon as he could get time, and attend to it. I thought if he would do that, there would be no obstacle, but what could be removed, to the Vulcan Co. making the purchase of Mr. Hickok. Feeling this assurance, I did all I could towards removing Conger's opposition to having the papers executed in the way they had been thus far executed. I believe I offered to put my statements in writing; I think I did do so. I think I never delivered any statements in writing to him-am quite sure I never did. The statements in writing which I did make, I think I tore up after I got to Lake Superior. I don't remember all he said. There was some considerable contention between Conger and me- some disagreement on this point about the papers. Conger used some pretty sharp words. I do not remember whether or not he threatened to break up the contract with Bates, but I had some fears."

The above is but a portion of the testimony of these witnesses, but it is sufficient, without giving the rest, or that of others, to show the views and claims of the parties respectively in reference to the transaction.

TITUS . THE MINNESOTA MINING Co.

Knapp immediately went on and obtained possession, and prosecuted mining operations thereon from some time in December, 1847, to about July, 1848, in the name of the Vulcan Mining Company, having removed from the location of the company their mining tools and implements, and transferred from one location to the other the men in the employ of said company, continuing to employ them under contracts of the company.

April 18th, 1848, Knapp sent Bates the following:

GEO. C. BATES, Esq.

"ONTONAGON, April 18th, 1848.

DEAR SIR: On examination, the Vulcan Mining Company have selected the north half of Location No. 98, as their choice between the two halves.

Yours, &c.

SAMUEL O. KNAPP, Agent."

The purchase of the Ontonagon location was paid for by Hickok & Co.,-complainant, at their request, signing, as drawer of one and endorser of the other, two of the drafts by which payment was made. It was proved that, from time to time before, they had advanced moneys to aid in carrying on the mining operations of the Vulcan Co., and that on various occasions after this purchase, they had assumed that it was made for that company.

The following letter is alluded to in the opinion of the Chief Justice:

"JONAS H. TITUS, Esq.

"NEW YORK, Oct. 30th, 1847.

"Dear Sir:- Your favor, by friend Knapp, was handed me in due time. Mr. K.'s return was quite unexpected; but I think his course a very prudent one, and of the highest importance to the company. I have the following pro

can be carried out, and

position to submit to you, which with the same benefit to you and our firm. It is this: It shall be represented by others that your company has abandoned its location, which you can credit. I will make the