time, in 1903, Tully claims he told complainant of this arrangement he had made with Judge Flannigan in case he succeeded in clearing the title. Complainant testifies that this was told him by Tully in 1905. While the work of perfecting the title was in progress, Tully kept complainant informed about the difficulty they were having and upon everything that was done about both properties. Complainant always approved the work done in clearing up this title. There is no contention on his part but that under the circumstances the arrangement made with Judge Flannigan was the best possible. He has never questioned the advisability of making it. The title was a complicated one and required a great deal of skill and a long time in which to perfect it. The parties in interest lived in various parts of the United States and in Canada, and during the negotiations some of the heirs in interest died, and various other complications arose. Finally, after more than three years, Judge Flannigan succeeded in obtaining a lease of this Houlihan property, signed by all the parties in interest. He paid practically all of the expenses incurred by him, including traveling expenses. Tully claims to have paid a small part of these expenses, but could not say how much he had paid. Pending the litigation of Houlihan v. Fogarty, 162 Mich. 492 (127 N. W. 793), Judge Flannigan, as attorney for the Tully Mining Company, secured a stipulation assuring to that company the validity of its lease of the Houlihan property whatever the final outcome of the case might be. Tully did not know of this stipulation until from three to six months after it was made. Complainant first learned of this arrangement in July or August, 1909. This court determined in Houlihan v. Fogarty, supra, that the parties who gave the first option to Tully (except Mrs. Houlihan, the widow) had no interest in the premises. In September, 1905, Judge Flannigan organized the Tully Mining Company, and the lease which was obtained from the fee owners ran to it as lessee. Its capital stock was divided into 400 shares, of which 200 were issued to Judge Flannigan for his services and expenses, and 199 to Tully, and one share to his wife (given for the purpose of perfecting the organization). Then the Tully Mining Company made a sublease to the defendant the Crystal Falls Iron Mining Company, which had for some time been operating the Baker mine, at an advance royalty of six cents on all ore mined, with a provision that the Tully Mining Company should receive an increased minimum royalty. Complainant claims that he did not learn these facts until a long time afterwards, and defendant Tully agrees with him that he disclosed the extent of his interest in this property in August, 1909. The bill of complaint was filed in the instant case January 18, 1910. In order to determine the one question of fact presented, it has been necessary to carefully analyze and digest all the testimony in the case, for the reason that it all bears on this question and must all be considered in its determination. It can be of no benefit to the profession to here give a digest and our analysis of the testimony of the several witnesses, but it will be sufficient for the purposes of this opinion to give results only. Our conclusion, from such analysis of the testimony in the case, is that complainant has established by a fair preponderance of the evidence his claim that this agreement made between him and defendant Tully included the Houlihan property. The testimony of witnesses on his part, relative to statements made by Tully to that effect, has not been met or overcome by the testimony of defendant Tully and his witnesses. They are not impeached, and, as far as the record shows, are business men of standing and character in the communities in which they live. The circumstances specifically detailed by them as to the causes which brought them to these properties and their interviews with defendant Tully are not denied by him, but in effect are admitted. It will be necessary next to consider whether complainant is entitled to enforce this contract. Having deter mined from the evidence in the case that the contract claimed by complainant to have been made was entered into between these parties, it must be treated as an entire contract, covering both properties, in which each had an equal share. The complainant, on his part, has performed fully all he undertook to perform, and, if anything remains to be determined, it will be his half of whatever expenses Tully has paid in and about the Houlihan property, which may be found upon an accounting to be had in this case. Complainant in this case is not seeking to enforce the specific performance of a verbal contract relative to an interest in land. This case involves an accounting by defendant Tully, who, as complainant claims, wrongfully disposed of an interest arising out of the Houlihan option, belonging jointly to himself and complainant, and to compel him to account for all profits and proceeds; also for a transfer to complainant of one-half of the shares of stock issued to him by the Tully Mining Company, and such relief against said company as may be necessary in the premises. In our opinion complainant is entitled to such relief. Ripley v. Seligman, 88 Mich. 177 (50 N. W. 143). The remaining question to be determined is whether complainant has been guilty of laches. It is our opinion, under the facts and circumstances of this case, that it cannot be claimed that complainant has been guilty of laches, and, to a certain extent, we have already, in discussing the question of his delay in asserting his rights to the Houlihan property, foreshadowed such a conclusion. The title to the Houlihan property was questioned to the extent that the explorers abandoned their work six months after the option was acquired by Tully, and later was in litigation for several years. There has been in this case no change of position on the part of defendant Tully, nor does it appear that he relied upon the silence or conduct of complainant and thereby changed his position to his disadvantage, by reason of which it would be inequitable that the complainant should now assert his rights. Mere lapse of time, without such change, cannot in itself constitute laches. This conclusion is supported by the authorities. Mr. Pomeroy, in his Equity Jurisprudence, says: "The conduct must be relied upon by the other party, and, thus relying, he must be led to act upon it. He must in fact act upon it in such a manner as to change his position for the worse; in other words, he must so act that he would suffer a loss if he were compelled to surrender or forego or alter what he has done by reason of the first party being permitted to repudiate his conduct and to assert rights inconsistent with it." 2 Pomeroy's Equity Jurisprudence, § 805. See, also, Ripley v. Seligman, supra. The decree of the circuit court is reversed, and a decree will be entered in this court in favor of complainant, determining the rights of these parties in accordance with this opinion, and the cause will be remanded for an accounting between the parties as prayed in the bill of complaint, with costs of both courts to complainant. STEERE, C. J., and MOORE, BROOKE, STONE, and OsTRANDER, JJ., concurred. BIRD, J., did not sit. AMERICAN SEED CO. v. COLE. 1 EVIDENCE-CROSS-EXAMINATION-CONCLUSION. In an action by a corporation against its former secretary for a claimed balance due on account of errors in the keeping of books and omitted charges against his account and other items, the trial court did not err in permitting plaintiff's president to testify on cross-examination that no demand was made on defendant at an annual meeting of plaintiff corporation. 2. SAME-CORPORATE MEETINGS. Nor was it error to sustain an objection to testimony of the same witness that a certain meeting of the board of directors that defendant claimed was held, in fact never took place, when the point was subsequently developed at length and plaintiff was permitted to cross-examine the witness fully on that subject. 3. SAME-BIAS. Evidence offered by plaintiff to show that the witness was biased against it, for the reason that a suit had been brought by defendant against witness and the corporation for the specific performance of a certain contract to sell stock, was rightly excluded, where the suit had been afterwards dismissed, and the fact was immaterial to any issue in the case. 4. SAME-Books. Held, also, that plaintiff was not prejudiced by the admission of testimony of plaintiff's bookkeeper as to the charging of an important item on the books that defendant claimed should not have been charged to him, but was advanced to and disbursed by him for necessary expenses of a trip for plaintiff's benefit. 5. SAME. And where defendant claimed that his salary had been raised by the board of directors of the corporation, which denied it, contending that no such action was taken, defendant was entitled to prove that the books showed a credit of the disputed amount although plaintiff's witnesses testified that the entry was made by mistake. 6. SAME-Directed VERDICT. Under conflicting testimony, the plaintiff was not entitled to a directed verdict as to everything but the amount due. 7. SAME-BURDEN OF PROOF-ACCOUNT. It was not error to refuse a request to charge that the burden of proof rested on defendant to show that he had repaid the money he received from plaintiff where he had not received money as agent of the plaintiff, and claimed that the several items were improperly charged against him. 8. SAME-TRIAL-CHARGE. Plaintiff was not entitled to complain of a charge which was more favorable to it than the testimony justified, where no requests on the specific point were made by plaintiff's counsel. 9. SAME-BURDEN OF PROOF. The court also correctly instructed the jury that the burden of |