owner of all such money. On the other hand, it will invariably be found (and has in many similar cases been found by me) to be the fact that such people intend the wife to have an interest in the money thus placed in her hands, or in that into which such money is put. And this I believe to be legally proper, because while the husband does not, in handing the money to the wife, intend to make a gift to her of all of it, he undoubtedly intends that she shall benefit therefrom; and while he does not specifically agree with her concerning the matter, there is, I think, a perfectly clear implication from their conduct that they are each jointly entitled to what is thus jointly made, saved and invested. And I think it perfectly clear, as I set forth more at length in the opinion in the Fretz Case, that the real intention is that it is a joint hoard, and that when real estate is purchased with such money, and title taken in the wife's name, I think the perfectly clear intention of the parties is that they own by the entireties. They undoubtedly intend, with respect to such money and such. real estate, to enjoy it in common during their lifetime, and to have it go to the survivor at death. And I know of no reason why a court of equity, when called upon to pass upon this question, should not give that intention effect. One cannot read the testimony in this suit without reaching the conclusion that this man and wife were laboring jointly for a joint purpose, to accumulate what they could for each other. There is no doubt that the husband's strict common law right is to take all of his earnings and all of the earnings of his wife and children, and, subject to his duty to support her and them, to do as he pleases with the balance. There is, similarly, no doubt that if a husband passes personal or real property to his wife, it is presumably a gift to her. But it is beyond peradventure true that, among people of the humbler class, the usual course is neither one of these two. The man does not even keep his own earnings. All money, from every source, goes to the wife. And all through this suit it will be found that the husband speaks of the wife as "saving money," "that the money was given to her to save," and he never calls her to account for the money that she received personally from the boarders, or from any other source than himself. Schuler v. Southern Iron & Steel Co. 77 Eq. I believe that it would be rank injustice to hold, in such cases, that all of the money, as against the wife, belonged to the husband; or that all of the money, as against the husband, belonged to the wife. I believe, as above stated, that it is the thorough understanding of such people, and therefore their intention, that such moneys are theirs jointly; and wherever it is possible for a court of conscience to give effect to this understanding and intention, I think it should do so. I, therefore, in this case find that the presumption of a gift of the whole of this property to the wife is rebutted, and that it was the intention of the husband at the times that he permitted his wife to have all of the money, and the property in which the money was put, to vest her jointly with himself with an interest therein; and I therefore find that the properties in question are held by the wife as if she and he held by entireties, and will advise a decree accordingly. The form of the decree will be settled upon notice. In determining upon the form the case of Duvale v. Duvale (Court of Errors and Appeals, 1897), 56 N. J. Eq. (11 Dick.) 375, should be consulted, since somewhat similar relief was therein granted. If, by reason of the nature of the equity found in favor of the complainant an amendment of his bill is necessary, his counsel should move, for and obtain leave so to amend. HARRISON B. SCHULER v. SOUTHERN IRON AND STEEL COMPANY. [Decided January 31st, 1910.] 1. The allegations of a bill as to the contents of a document, a copy of which is attached to it, are not controlling; but the document will be read and construed by the court. 7 Buch. Schuler v. Southern Iron & Steel Co. 2. Every material fact necessary for complainant to prove to establish his right to the relief prayed for must be alleged in the premises of his bill with fullness and particularity. 3. A demurrer to a bill in equity does not admit facts pleaded on information and belief. 4. The court, in considering the sufficiency of a bill in equity, will not accept the conclusion drawn by the pleader, but will determine for itself the legal force of the facts alleged. 5. Where the averments of a bill in equity are ambiguous or capable of two constructions, the one favorable to defendant must be adopted because a pleading must be construed most strongly against the pleader. 6. A complainant in equity who desires to complain of fraud must set forth the facts constituting the fraud, and the mere use of the words “fraud” and “misrepresentation" are insufficient. 7. The price obtained at a sale of assets of a corporation in bankruptcy bought in by the creditors by agreement for reorganization is not conclusive on the value of the assets. 8. A bill by a stockholder of a corporation adjudged a bankrupt who has signed a reorganization agreement to enjoin the carrying out of a reorganization plan involving the formation of a new corporation to take over the assets of the bankrupt and to issue securities and stocks amounting to $27,000,000 (of which $18,830,000 were to be used to take care of security holders, creditors and stockholders, and of which last-named amount $12,773,300 was to be stock), by restraining the issuance of stock in excess of the amount permitted by law, which bill alleged that the in the plan of reorganization were false, in that, as shown by an appraisement in the bankruptcy proceedings filed subsequent to the time complainant became a party to the reorganization plan, the value of the property of the bankrupt did not exceed $7,750,000, and which did the value of the property, was insufficient for failing to unequivocally state the value of the property passing to the new corporation as a consideration for stock to be issued against it, since an appraisement in the bankruptcy proceedings is not conclusive on the issue of fraud. statements not allege 9. Where the entire subject-matter of a trust is to be dealt with, and every person's rights in it are to be affected, all the cestuis que trustent are indispensable parties. Hear a Company. On bill and demurrer of the Southern Iron and Steel Messrs. Edwards & Smith, for the complainant. Mr. Chauncey G. Parker (with whom was Mr. William B. Hornblower, Mr. J. Norris Miller and Mr. Earle L. Beatty, of the New York bar), for the demurrant, the Southern Iron and Steel Company. Schuler v. Southern Iron & Steel Co. GARRISON, V. C. 77 Eq. The bill in this suit sets out that the complainant owned stock in a corporation known as the Southern Steel Company, of the par value of $5,206,700, its total outstanding stock being $25,000,000, par value. That proceedings in bankruptcy were taken against said company, and receivers in such proceedings were appointed on the 24th of October, 1907, and, subsequently, trustees in bankruptcy were appointed on February 3d, 1908. That a reorganization committee was appointed and prepared a plan and agreement of reorganization, and the complainant became a party to such plan and agreement of reorganization. The bill sets forth the pleader's construction of the said plan and agreement; but since a copy thereof is attached to the bill, the allegations of the pleader in this respect are not controlling, but the document itself will be read and construed by the court. Dick v. McPherson (Supreme Court, 1908), 72 N. J. Law (43 Vr.) 332; Dillon v. Barnard, 21 Wall. (U. S.) 430; Equitable Life Association Society v. Brown, 213 U. S. 25; Bogardus v. New York Life Insurance Co., 101 N. Y. 337; Greeff v. Equitable Life Asso. Society, 160 N. Y. 19. Generally speaking, the plan and agreement was to the following effect: The physical property owned by the Southern Steel Company was set forth; the amount of the bonds, and the different classes of indebtedness, and of outstanding stock of said company, were set forth. The general plan of reorganization was the familiar one of forming a new company and transferring the assets of the old company to such new company, which was to issue a stated amount of securities (in this case, bonds, preferred and common stock) to be used for certain purposes in taking care of the holders of the old securities, creditors and stockholders. Roughly speaking, it was stated that the outstanding obligations of the old company, including the stock, was over thirtythree millions of dollars; that the securities and stock to be issued by the new company was $27,000,000, of which only $18,830,000 were to be used for taking care of the existing security holders, creditors and stockholders, and of which last-named amount, $12,773,300 was to be stock, common and preferred, and 7 Buch. Schuler v. Southern Iron & Steel Co. the balance of the bonds and stock was to be either sold for cash or held in the treasury for further use. There is nowhere in the plan and agreement of reorganization any statement of any kind as to the value of the property of the old company, the Southern Steel Company. The purpose of the bill, which is filed on behalf of the complainant and such others as choose to join him, against the reorganization committee and a corporation formed in this state and called the Southern Iron and Steel Company, is to prevent the carrying out of the reorganization agreement and the issuance of stock by the defendant corporation in pursuance thereof. To this bill a demurrer is interposed by the Southern Iron and Steel Company. The claim of the complainant to be entitled to this relief is based upon the argument that the bill shows that the issue of stock provided for in the reorganization agreement (of which approximately twelve million is now to be issued in exchange for existing securities) is for a larger amount of par value than is lawful to be issued by the defendant corporation for the property in question; and that if such stock is issued, the complainant will thereupon become liable to future creditors of the last-mentioned corporation for the difference between what it may be found that the true value of the property was and the par value of the stock issued therefor. ant is to If the situation of the complainant and the demurring defendbe viewed in the narrowest way, it may be somewhat difficult to define the nature of the complainant's right as against this demurring defendant. The only relief which he seeks against such defendant is an injunction preventing it from issuing a certain amount of stock for certain property. He is not in the position of those persons who have successfully filed bills in this court and obtained restraint against overissues of stock, because he is not a stockholder of the company which is, according to him, about to create an overissue. The only way in which he becomes a stockholder, or could be held to have analogous rights to those of a stockholder, would be because of the agreement which he had made that the property should be taken over by this company and stock issued therefor to the amount speci |