1840: June 11. 15, 16. 18. 22. 23. 25. 1842: February 22. Joint-Stock Company. WILLIAM REVELL VIGERS, managing] ing Company," for and on behalf Appellant. JOSEPH PIKE, Executor of George) Respondents. A. agreed with P., in consideration of 165,000l., to grant to P. a THIS was an appeal from a decree of the Lord Chancellor of Ireland, in a cause and cross cause between the above parties, arising out of a contract respecting the minerals lying under certain estates hereinafter mentioned. The original bill was filed by the Respondent Pike, on the 23d of March 1837, against all the shareholders in the West Cork Mining Company. It was amended, before answer, by adding as a defendant Charles Elkington, who had just then become a shareholder. He was soon afterwards elected a director of the company; and the bill was again amended, by order, on the 10th of July 1837, by making him the sole nominal defendant, the names of all the others being struck out; and it was finally amended, by order, on the 20th of November in the same year, by substituting the Appellant, then recently elected a director, as the sole nominal defendant, on behalf of the company, in place of Elkington. The bill, as finally amended, stated, among other things, that the late Lord Audley was, in and before the year 1819, seised in fee of various extensive estates (about 6,000 acres) in the county of Cork, subject to a lease, dated the 24th of January 1755, whereby all the said premises were demised unto William Hull, Esq., for a term of 99 years, at the yearly rent of 5801. late Irish currency (535 l. sterling); and that by the said lease all the mines, minerals, quarries, and other royalties in and under the said lands were excepted and reserved, and were therefore the absolute estate of the said Lord Audley: That he being so seised, by two several indentures, dated respectively the 26th of April and 24th of July 1819, in consideration of the sums of 1,000l. and 1,500 l., granted two several annuities of 100l. and 150l., for the lives therein respectively mentioned, to C. Gage and J. Gage respectively, chargeable upon the said estates: That though the estates were known to abound with mines and valuable mineral substances, there was great difficulty in inducing any capitalists to undertake the working of them, and the said Lord Audley himself was unable 1840. VIGERS v. PIKE. 1840. VIGERS v. PIKE. to supply money adequate to such an undertaking; but in consequence of representations made to him by persons possessing a knowledge of the estates, he determined to avail himself of the ablest assistance he could get in ascertaining the nature, value, and extent of the mines in and under them. The bill then stated that in consequence of the unjust resistance made to the demands of the Respondent Pike, as executor of the said late Lord Audley, he was advised that it was material for him to state the various means of information which his Lordship took, and the particulars of the information which he acquired, touching the value and extent of the said mines previous to the execution of the indenture of the 30th of August 1834, hereinafter mentioned; from all which it would appear, as the truth and facts were, that his Lordship neither misrepresented nor exaggerated the value thereof: And this Respondent therefore charged that, early in the year 1819, the said Lord Audley employed Richard Griffith, Esq., civil engineer and inspector of the royal mines in Ireland, to analyse specimens of ores which had been found in the mining district of the said estates, and afterwards to examine the said district: That Mr. Griffith, after analyzing the specimens, wrote to his Lordship two letters reporting the results of his experiments, and representing all the said ores as being of an excellent quality, and many of them of the most valuable and productive kinds: That in the latter part of the said year, Mr. Herdman, from Cornwall, a person peculiarly conversant in the value of mines and ores of copper, was likewise employed by his Lordship to assay several specimens of copper ore found in the said mining district; and that Herdman wrote a letter to his Lordship, the 25th of September 1819, in which, after stating that he had had various specimens of the ore of said mines assayed, he concluded by saying, "there is no copper ore in Cornwall so rich as that of your Lordship:” That Griffith, having made an extensive and minute examination of the said mining district in December 1821, sent to the said Lord Audley a plan and section of the mines of Cappagh, one of the denominations of the said estates, accompanied by a further report, which repeated and confirmed the favourable opinion he had before expressed as to the extent and quality of the said mines: That as further evidence of the satisfactory grounds on which Lord Audley acted with respect to the value of the said mines, his Lordship having, in the year 1822, applied to the Commissioners for the issue of Public Money, under the Act of the 57th Geo. 3, for a loan, on the security of the said lands and hereditaments, Mr. Frazer, a collector of his Majesty's dues in Cornwall, was appointed by the said Commissioners to ascertain the value of the said mines; and he accordingly did so, and amongst others examined Mr. Matthew Luke, an experienced captain in the mines of Cornwall, who had been for some time employed in the said mining district in the county of Cork; by whose evidence it appeared, as the bill charged, that these mines were of great extent, that the ores were of various kinds and of the best qualities, and that the working thereof was likely to be most profitable: That Frazer having made a report of the said examination and of other information collected by him, and of his own observations, the same was adopted by the said Commissioners, who thereupon lent to the said Lord Audley the sum of 6,000l.; the repayment of which was secured by his Lordship, by a mortgage of the said estates to Mr. Galloway, the secretary of the said Commissioners, in trust for them. 1840. VIGERS v. PIKE 1840. VIGERS V. PIKE. The bill next stated that the said Lord Audley applied the greater portion of the said several sums of 1,000 l., 1,500l., and 6,000l. in the working of the said mining district, but that he was unable to prosecute the same for want of sufficient resources: That such was the opinion entertained by competent persons of the productiveness of the said mines, that in the year 1823 Mr. Phillips, a Cornish mining captain, applied to his Lordship on behalf of certain Cornish mining adventurers, for a lease of the said district; offering as the price of such lease the sum of 50,000 l., which his Lordship refused; and he afterwards, in the year 1824, refused to take from the Mining Company of Ireland a less sum than 200,000l. for the purchase of the fee in the said mines and royalties: That the said Mining Company, in August 1824, entered into an agreement with his Lordship for a lease of the said mines for 31 years, at a royalty-rent of a twelfth part of all ores, minerals, and other substances to be dug out of the said mines, quarries, and lands; and it was also stipulated that the said company should pay off the said mortgage and redeem the annuities before mentioned, and become the creditors of Lord Audley for the sums so to be paid, with interest: That accordingly, the said company having redeemed the annuities and paid off the mortgage, and taken assignments of the respective securities, by indenture of lease, dated the 6th of September 1824, Lord Audley demised to Richard Purdy, the secretary of the said Mining Company, his executors, &c., all the said mines for 31 years, for the use of the said company, at the before mentioned royalty-rent: That by virtue of this indenture, the said company became possessed of the said mines, and very shortly afterwards commenced, and from that time until the year 1831 |