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PROMOTION

AMENDED BILL AS FURTHER AMENDED
(Filed February 10, 1908.)

IN CHANCERY OF NEW JERSEY1

To the Honorable Mahlon Pitney, Chancellor of the State of New Jersey:

Complaining shows unto your honor, your orator, Harry C. Haskins, of Seabright, in the State of New Jersey:

I. That during the year eighteen hundred and ninety-eight, eighteen hundred and ninety-nine, nineteen hundred and nineteen hundred and one, your orator devoted a large part of his time to the study of the industrial conditions concerning the output of pig lead in the United States, and the manufacture and production of white lead and other products obtained from lead; that previous to that time he had been somewhat interested in, and had had some knowledge of the production of white lead, and was to some extent familiar with the trade conditions, competition and rivalry in production of the same; that during the years above mentioned, he had made a diligent study of these matters and had spent much time and many thousands of dollars in visiting different plants in various parts of the country where white lead was manufactured and had conceived the plan of uniting the outstanding lead interests and enterprises that had not already become a part of the National Lead Company into one company, for the purpose of either competing successfully with the National Lead Company, or ultimately forming a combination therewith, so that thereby the consumer might acquire white lead and other similar products at reduced prices, and by combination greatly lessen the expense of production, and to that end had, from time to time, procured options on a large part of such outstanding lead interests. Among the properties that he had either thus acquired an option on, or opened negotiations for their purchase, were those of the Wetherill White Lead Company of Philadelphia; W. W. Lawrence and Bailey & Farrell of Pittsburg; Eagle White Lead Co., of Cincinnati; Gerhart White Lead Co., of Dayton; Hoyt Metal Co., and American Shot and Lead Co., of St. Louis; the Carter White Lead Co., of Omaha; Raymond Lead Co., of Chicago; E. W. Blatchford, of Chicago; the McDougall Lead Co., of Buffalo; the Chadwick Lead Co., and Boston Lead Co, of Boston; Sterling White Lead Co., of Pitts1 See Haskins vs. Ryan, 75 New Jersey Equity Reports, 330.

burg; Harrison Bros. & Co., of Philadelphia; Pitcher Lead Co., of Joplin. In addition to this he, at great expense, had obtained renewals of options and made investigations into the affairs and properties of other lead producers and estimates of their value and the probable expense and power to purchase or acquire the same in fulfilment of his plans and scheme of combination.

II. The results of the foregoing efforts of your orator was such that in the spring of nineteen hundred and one, he had crystallized and formulated a complete plan for the combination of the white lead interests in the United States, that were not already in the National Lead Company. While your orator was possessed of some means, his fortune was not sufficient to undertake the enterprise alone, and he became, therefore, desirous of interesting other capital to join with him in the promotion and advancement of his said scheme. With this in mind, your orator had a number of conferences with the then president of the American Smelting & Refining Company, Edward W. Nash, a personal friend of your orator, and whose position as such president was of a character to add weight to your orator's proposition, and through his intervention, procured a letter of introduction from Daniel Guggenheim, chairman of the executive committee of the American Smelting & Refining Company, to Thomas F. Ryan, the defendant herein, who then was, and now is, vice-president of the Morton Trust Company, a large and influential banking institution of the city of New York, and was himself a prominent financier, interested in many large corporations and a man of large means, for the purpose of laying your orator's plans before him, and to seek his co-operation, influence and financial assistance in the furtherance of your orator's plan. As a result of such letter of introduction, your orator, in May, 1901, procured an audience, and had a long conference, with the said Thomas F. Ryan, and laid before him the plan your orator had conceived, and sought his cooperation and aid, and proposed to contribute his perfected plans, scheme of combination, options, contracts of sale, renewals of options, estimates and data, which he then owned and possessed and which related to the corporations, firms and individuals set forth in the first paragraph of this bill of complaint, and if necessary, as much as two hundred thousand dollars to the said project, if the said Ryan would join him therein and also contribute enough to carry the enterprise through. Said Ryan became very much interested in the project as the same was laid bare by your orator before him, and agreed to join your orator therein, provided an examination of your orator's plans and papers by the attorneys of the said Ryan confirmed the statements your orator made to him. Your orator was

then referred by the said Ryan for the purpose of such examination to William H. Page, Jr., Esquire, the attorney of said Ryan, to whom your orator submitted a written, formulated, alternative plan and scheme of merger and combination, and options or contracts of sale on the properties mentioned in paragraph I. herein, which were received by the attorney of the said Ryan with evident interest, and with the promise on his part to examine carefully and report to your orator as soon thereafter as possible. That said Page did examine said plan, options and papers and confirmed to said Ryan the statements made by your orator. And your orator further shows and charges that in compliance with said agreement with said Ryan in pursuance thereof, and only because of the desire of the said Ryan that his attorney should have opportunity to examine them, your orator turned over and submitted to Ryan's said attorney, a large part of his said options, contracts of sale, data, estimates, renewals of options, and other documents and papers and similarly offered to submit all the same which your orator then possessed, and the same were subsequently wrongfully used and appropriated by said Ryan.

III. That after reasonable time had elapsed for the examinations of said papers, your orator again called several times upon the attorney of said Ryan, and was told by him that he had submitted your orator's plans, options and papers to the said Ryan, and confirmed your orator's statements, touching said plan, to said Ryan, and had endorsed the matter as comprehensive, feasible, and attractive, but that the said Ryan had not yet had time to take up the matter with him.

IV. That during a period of several months from the time of the submission to said Ryan and his counsel of his plans, options, estimates and material, and while your orator was waiting to hear from said Ryan, he heard rumors that one Grant Hugh Browne, who was and is connected both with the said Morton Trust Company and said. Ryan, and who your orator charges is frequently used by said Ryan for similar purposes, was, in connection with Edward Lauterbach, a prominent attorney of the city of New York, who was also one of the attorneys of said Ryan, engaged in obtaining options on the plants of all the Lead Companies, individuals and firms from whom your orator had obtained options, most of said options having then expired, and some of which would soon thereafter expire, and from others with whom your orator had opened negotiations for such purchase, all of which together with complete details as to their rights, properties, interests and prices, were named in the report your orator had left with the attorney of said Ryan, and all of the details of which had been by your orator revealed to the said Ryan and his said attorney,

at the several interviews had with them or either of them pursuant to the agreement of said Ryan as aforesaid. Your orator immediately apprised William H. Page, Jr., the attorney of said Ryan, to whom your orator had submitted said plans and property, of the fact that such rumors were current, and late in the fall of 1901, was told by him that said Ryan had evidently dropped him, the said Page, out of the matter, and secured the services of other attorneys, and that he, the said Page, knew nothing further about the matter.

V. Your orator is informed and verily believes and charges that through the efforts of the said Browne, as the agent of the said Ryan, or of his attorney, Edward Lauterbach, Esquire, or both, options, contracts of sale, and renewals of options formerly held by your orator and turned over to Ryan as heretofore alleged, have been obtained in the interests of said Ryan, upon most, if not all, of the plants and properties upon which your orator had options as before stated of which the said Ryan was so as aforesaid apprised by your orator, in pursuance of and in accordance with the plan and scheme of your orator, disclosed and presented in detail to said Ryan and his attorney in manner herein above set out and which was the first information the said Ryan had thereof; that subsequent to the obtaining of said options by or on behalf of said Ryan, and on or about the twentieth day of January, nineteen hundred and three, the United Lead Company was organized as a corporation under the laws of the State of New Jersey, and under the direction and control of said Thomas F. Ryan and said Grant Hugh Browne, his agent, and proceeded to acquire, and now owns the interests in nearly all, if not all, of the companies, firms and individuals named by your orator in said statements, and from whom your orator held options, or with whom he had opened negotiations. Said United Lead Company is capitalized with a capital stock of fifteen million dollars and has issued bonds for seventeen million dollars. Its president is Barton Sewell, then vicepresident of the American Smelting & Refining Company, and one of its vice-presidents is Grant Hugh Browne, and said Ryan is and has been for several years a director of said United Lead Company, and your orator shows and charges that in the formation and exploitation of the said United Lead Company, the said Thomas F. Ryan had made an enormous profit, both as promoter and otherwise by the sale of your orator's property, not as a mere promoter's profit, but in compensation and payment of your orator's plans, scheme of combination, options, contracts, writing, documents, information, data and other property, turned over to said Ryan and his agent by your orator, and held in trust by said Ryan in compliance with and as part of your orator's contribution on account of the agreement between

your orator and said Ryan aforesaid. That most of said profits were secret profits, the amount of which is unknown to your orator, and although your orator had made an effort to ascertain the same, the said Ryan and his attorneys have constantly declined to disclose the same. All efforts that your orator has made to discover the exact connection of said Thomas F. Ryan with said United Lead Company, and whether or not the said Grant Hugh Browne represents him therein, or how much the said Grant Hugh Browne on account of said Ryan, or the said Ryan himself, has made in and by the promotion and successful exploitation of the combination of interests have been, up to this time, utterly futile; that a combination or merger substantially as planned and proposed by your orator to said Ryan has taken place, or is about to take place, with the result of great profits to said Ryan. That by the holding, appropriation and using of the property of your orator turned over by him in trust to said Ryan and solely in compliance with the agreement aforesaid, the wrongful use of the same and the many months of delay which elapsed before your orator was aware of said breach of trust and wrongful acts of said Ryan, your orator was wholly prevented from joining with other capitalists in the promotion and carrying out of the plans and scheme. of combination aforesaid.

That the amount of stock, money or other property received by said Ryan in payment or compensation for the property of your orator held in trust by said Ryan or by him wrongfully turned over to and utilized for the United Lead Company, as aforesaid, is unknown to your orator, and your orator, before the commencement of this suit, endeavored to obtain from said Ryan information upon these points, which information was denied by said Ryan.

That said Ryan is and was a man of great wealth and did not need or call upon your orator for any part of the two hundred thousand dollars agreed to be contributed by your orator in addition to the property contributed by him. Said Ryan did need and did use said plans, contracts, options, renewals of options, schemes of combination, documents in formation, data and other property contributed by your orator solely in compliance with said agreement and which was wrongfully used by said Ryan as aforesaid, and for which he received in payment large amounts of stock, bonds and valuable property, which stocks and bonds were and still are selling in the markets of the city of New York and elsewhere at high prices. That the plan formulated by your orator and disclosed to said Ryan as aforesaid did not require nor contemplate that either of the parties should contribute a very large amount of money for the purpose of promoting and organizing a new company, in fact only a few hundred thousand dollars. Under

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