Dear Sir, "Corngreaves House, near Birmingham, I understand from Mr. James, who has just arrived at the works, that Mr. Philip Taylor, informs him the gentlemen forming the acting committee of the British Iron Company, deem it absolutely necessary to make an immediate report of the purchases they have made. When the treaty was entered into with me, it was distinctly understood between the parties, for reasons then given, that the same prudence and discretion should be observed in this business as between private individuals, and that the affairs should not be permitted publicly to transpire until the conveyances were signed and possession given up, as nothing is yet known in the country. I do, therefore, hope and trust that things may be permitted to remain as they are at present, and that no steps will be taken to make the transaction public until the whole is finally settled, and you have possession of the property, which, if proper diligence is used in drawing up the writings, may certainly now be done in a very short time, when it will be a matter of little moment to me what publicity is then given; but before that time, as it appears to me, it would be premature to do so, contrary to your interest, and very much against my feelings and the implied understanding between us.' 1827. ATTWOOD υ. SMALL. I am favoured with your letter of the 16th instant, and I assure you, I scarcely know how to express my feelings and the disappointment I am under at the information therein conveyed to me, as well as by Mr. Philip Taylor, whom I have seen this morning. I was in hopes the printing of the report of your purchases would have been delayed until the title to the property had been 1827. ATTWOOD v. SMALL. Corngreave's Works, the Dudley Works, and the Netherton Works, in the county of Stafford. The defendants were the three managing directors of a company established in London, for the working of iron mines, and the manufacturing of iron, under the name of The British Iron Company. The defendants being authorized by their co-directors to treat for the purchase of the plaintiff's iron mines, on the 10th June, 1825, entered into the first contract mentioned in the declaration (a). By the terms of this contract, the defendants were to take possession 1st October, 1825; but it being found impossible to complete the title by that time, it was arranged that the purchasers should be let into possession; and the second contract declared (b) on was entered into. Some misstatements in the information on which the purchase had proceeded having been discovered, an abatement of 50,000l. was agreed upon; and on the 3d November, the plaintiff executed the conveyance to trustees according to agreement (c), and the third contract (d), mentioned in the declaration was entered into. Upon this contract being executed, 200,000l. was paid, and possession was given to the Company. A bill was afterwards filed in the Exchequer to annul the contracts, on allegations of fraud and concealment; and a cross bill was filed by Attwood to compel a specific performance. On the part of the defendants, it was contended that they had contracted merely as agents for the British Iron Company, and that the plaintiff being a shareholder, it was not competent to him to sue parties who had entered into the engagement for the benefit of all the shareholders (é). In support of the defendants' case, the following letters, written by plaintiff to defendant Small, were read. (a) Ante, 246. (c) Ante, 246, (c). (d) Ante, 252. (e) See Milburn v. Codd, ante, 236, 239, note (c). Dear Sir, 66 Corngreaves House, near Birmingham, I understand from Mr. James, who has just arrived at the works, that Mr. Philip Taylor, informs him the gentlemen forming the acting committee of the British Iron Company, deem it absolutely necessary to make an immediate report of the purchases they have made. When the treaty was entered into with me, it was distinctly understood between the parties, for reasons then given, that the same prudence and discretion should be observed in this business as between private individuals, and that the affairs should not be permitted publicly to transpire until the conveyances were signed and possession given up, as nothing is yet known in the country. I do, therefore, hope and trust that things may be permitted to remain as they are at present, and that no steps will be taken to make the transaction public until the whole is finally settled, and you have possession of the property, which, if proper diligence is used in drawing up the writings, may certainly now be done in a very short time, when it will be a matter of little moment to me what publicity is then given; but before that time, as it appears to me, it would be premature to do so, contrary to your interest, and very much against my feelings and the implied understanding between us." Dear Sir, "Birmingham, Aug. 18th, 1825. I am favoured with your letter of the 16th instant, and I assure you, I scarcely know how to express my feelings and the disappointment I am under at the information therein conveyed to me, as well as by Mr. Philip Taylor, whom I have seen this morning. I was in hopes the printing of the report of your purchases would have been delayed until the title to the property had been 1827. ATTWOOD บ. SMALL. 1827. ATTWOOD V. SMALL. gone through and approved of by you; for if any thing should arise to prevent the purchase from being finally completed, according to the terms of the agreement (but of which I have nevertheless little doubt), it will place me in the most disagreeable and vexatious situation. But since the report is now printed, I do hope the circulation of it will be delayed for a few days, until the title is gone through by your attorneys, and accepted by you, and that nothing will be published in the newspapers at present, or otherwise transpire from the directors, beyond what is absolutely necessary until the affair is brought nearer to a termination. Trusting entirely to your prudence and discretion." &c. Dear Sir, "Corngreaves House, Aug. 26, 1825. I have received your letter of the 23d, containing the Report of the purchases of the British Iron Company. I could much have wished every thing had remained quiet until the affair had been brought nearer to a termination; but the account of your purchases is spread in all directions." Dear Sir, "Corngreaves House, Sept. 14, 1825. I am duly favoured with your letter of the 12th instant, informing me that Mr. Scott had, by your kind directions, purchased 50 shares in the British Iron Company for my account, being in part of 200 shares which Mr. James had requested you to buy. You will oblige me for the present by permitting them to stand in the name of Mr. Fowlis, in trust for me, and charge my account with the amount of them. Or if you think it would be more regular, I will send you up checks for the shares as they are purchased, and when I come up to town towards the end of the month, I will finally arrange with regard to them.” Dear Sir, Corngreaves House, Sept. 14, 1825. After I wrote to you on the 14th, I received your favour of the 13th instant. I am just returned from a journey, and have only time to write a few lines to save the post. I observe that Mr. Scott has purchased 150 more shares, which you will please dispose of in the same way as the former 50. I fear he has been a little too hasty in his purchases, as there was no hurry, and it might have been better to have taken the shares more gradually; for if the advanced price should cause many more shares to be brought to market, they may again go back in price, and it may then look like an ineffectual attempt to raise them. I will wait a few days before I determine upon taking any more shares, as I expect I may have occasion to come up to town shortly." Also the following letter from the plaintiff to the three defendants. "Fladong's Hotel, Oxford-street. I enclose you a check for 10007. the amount of the sixth call on my shares in the British Iron Company, which you say was due on the 20th February last. I am, &c. Messrs. Small, Shears, and Taylor, London." JOHN ATTWOOD. It was also objected on the part of the defendant, that the last agreement must be considered as incorporating the clause for submitting disputes to arbitration, contained in the second agreement, which is expressly referred to and adopted in the third, and there applied to a new subject matter. Upon this view of the third agreement, it would 1827. ATTWOOD บ. SMALL. |