oorr v. nonrn ckaonim com AMALGAMATING co. 17
resolution for increasing the stock, which was undoubtedly passed
after previous verbal communications between the parties, was passed
on the eleventh day of May, 1874, authorizing the directors to issue
the stock for the purpose of making this arrangement, and on the 18th,
at an adjourned meeting, the directors passed their resolution to that
effect. Then on thetwentieth of May-right along in the same period
—au agreement was entered into with Howes, for the purchase of his _
land, reciting the whole transaction; reciting that the previous mort- ‘
gages—Coit’s among the rest-were to stand as before, only Coit’s to
be surrendered and renewed. Then, on the ’twenty-sixth of May,
part of the same transaction, comes the agreement with Coit that he
will surrender his mortgage and take a new one, and give up the stock
of the old company. That agreement is carried out on the twenty-
sixth of July afterwards by his executing deeds to the company, and `
by their executing to him a mortgage. In the mean time, the stock
that was to be issued was-issued. The first certincate is dated July
3, 1874. It was during the latter half of May, and in June, that
this whole transaction was going on. If a legal presumptiondid
not arise that Mr. Coit knew of the transaction at that time, and
there was no proof that he knew of it, it would present a differ- ·
ent case. But we have evidence that he did know. Now what
is that evidence? We have the evidence of Gen. Cram, who says,
when asked to explain the connection of Mr. Coit with the com·
pany: “When the company purchased the Gold Hill mining estate
of Howes, the company gave acceptances to Howes in part payment;
one amounting to $1,000, payable in some months. This was trans-
ferred by Howes to Coit. At the time he purchased, Coit had held a
second mortgage. In the terms for the purchase it was agreed be-
tween the company and Coit that Coit shall cancel his old mortgage
and take anew one." And so on. Then Mr. Mitchell, who was in-
timately connected with the matter, says that Mr. Coit was perfectly
familiar with all the transactions. "Mr. Coit was perfectly familar
with the original formation of the company, and with the increase of
the stock of the company to $1,000,000 ; he was a party to it, and
the company could not, and would not, have purchased the Gold Hill
property and increased its stock without his concurrence and consent.
Mr. Coit, both personally and through his agent, was made acquainted
with the designs, purposes, and intentions of the company in the pur-
chase agreement. The agreement with him was to that effect; that
he was to be placed afterwards in the same position," etc.
v.14,no.1—2