and promoted a Syndicate of which they themselves were to become and did become the Syndicate Managers and the agents of and trustees for each and every member of the Syndicate. That said Syndicate was formed for the purpose of acquiring such part of 100,000 shares of the stock of the Glenrock Oil Company as said defendants Megargel & Co., as Managers of said Syndicate, and agents of and trustees for the members of and subscribers to said Syndicate, should determine.

That each and every one of the intervenors above named, in August or September, 1917, became members of said Syndicate and were accepted by Megargel & Co. as members of said Syndicate and participants therein for the number of shares hereinafter set forth, and each and every one of them respectively thereafter made the payments hereinafter set forth, to said Megargel & Co. as Syndicate Managers, of the amounts called for by said Megargel & Co. That said Megargel & Co. now claim that they, as Syndicate Managers, bought 100,000 shares of said stock from themselves, at $7.00 per share. These intervenors state that Megargel & Co. acquired said stock at $3.50 per share, but insist upon charging each and every member of the Syndicate at the rate of $7.00 per share for the same. These intervenors further state that Megargel & Co. never informed any of them that they (Megargel & Co.) were to acquire or intended to acquire or had acquired said stock, or any part thereof, at any sum less than $7.00 per share. That none of these intervenors knew or learned, until after each of them respectively had become a member of said Syndicate and after he had made his payments to said Megargel & Co. as herein set forth, that Megargel & Co. paid only $3.50 per share for said stock, or paid any less sum than $7.00 per share.

III. That defendants, in a printed letter signed by them, dated August 17th, 1917, made a proposition to each of said intervenors above named, for the formation of a Syndicate to acquire, at $7.00 per share, not to exceed 100,000 shares of stock of the Glenrock Oil Co. which the defendants therein stated and represented that they (Megargel & Co.) were negotiating to acquire at $7.00 per share, and of which Syndicate, Megargel & Co. would be Syndicate Managers. A copy of the form of said letter is hereto annexed, marked Exhibit A, and made a part thereof. That said proposition was duly accepted by each of the intervenors above named, respectively. That each of said intervenors respectively subscribed to the Syndicate to be formed as set forth in said letter or proposition of August 17th, 1917, for the number of shares of said stock in the respective amounts set opposite their names, as follows: Oscar W. Nicholson, 1,000 shares; C. B. Manbeck, 1,000 shares; E. J. Kelly, 2,750 shares; James M. Daly, 1,000 shares; James A. Green, 1,000 shares; Hubert E. Howard, 750 shares; Herbert Haase, 750 shares; C. G. Burnham, 850 shares; L. W. Spratlen, 300 shares; H. E. Byram, 500 shares; A. W. Newton, 200 shares; L. W. Parker, 300 shares; Paul Benedict, 100 shares; Lamson Bros. & Co., 5,000 shares; total, 15,500 shares.

IV. That said intervenors have paid to defendants, as Syndicate Managers, on account of their said subscriptions to said Syndicate, the sums set opposite their names, as follows:

Oscar W. Nicholson, 1,000 shares, Amount paid $7 per share, Total paid $7,000; C. B. Manbeck, 500 shares, Amount paid $3 per share, Total $1,500; C. B. Manbeck (withdrawn stock) 500 shares, Amount paid $8 per share, Total $4,000; E. J. Kelly, 2,750 shares, Amount paid $3 per share, Total $8,250; James M. Daly, 1,000 shares, Amount paid $3 per share, Total $3,000; James A. Green, 1,000 shares, Amount paid $3 per share, Total $3,000; Hubert E. Howard, 750 shares, Amount paid $3 per share, Total $2,250; Herbert Haase, 750 shares, Amount paid $3 per share, total $2,250; C. G. Burnham, 850 shares, Amount paid $3 per share, total $2,550; L. W. Spratlen, 300 shares, Amount paid $3, total $900; H. E. Byram, 500 shares, Amount paid $3 per share, Total $1,500; A. W. Newton, 200 shares, Amount paid $3 per share, Total $600; L. W. Parker, 300 shares, Amount paid $3 per share, Total $900; Paul Benedict, 100 shares, Amount paid $3 per share, Total $300; Lamson Bros. & Co., 2,500 shares, Amount paid $2 per share, Total $5,000; Lamson Bros. & Co. (withdrawn stock) 2,500 shares, Amount paid $8 per share, Total $20,000; Total 15,500 shares, $63,000.

V. That, pursuant to said agreement, intervenor Nicholson paid to defendants $7 per share for his 1,000 shares of said stock subscribed for; that intervenor Manbeck paid to defendants $8 per share for 500 shares of his shares; and intervenor Lamson Bros. & Co. paid to defendants $8 per share for 2,500 of their shares; which stock being fully paid for has been delivered to said intervenors, or is now held by defendants as trustees for said intervenors.

VI. That each and every of said intervenors, respectively, paid to defendants, as Syndicate Managers, the respective amounts above set forth, believing that the defendants were paying, or were about to pay, $7.00 per share for the 100,000 shares of stock above referred to; whereas, on information and belief, the defendants, at the time of the formation by them of said Syndicate, had a contract or option for, or had already acquired, all of said 100,000 shares at $3.50 per share; all of which was unknown to said intervenors, and each of them, and was not disclosed to them or any of them by the defendants at any time.

ON INFORMATION AND BELIEF:

VII. That in and by said written proposition dated August 17th, 1917, and also in interviews with Oscar W. Nicholson and Herbert Haase, and by written communications to Lamson Bros. & Co., before said proposition was submitted to them by the defendants, and also by the failure of the said defendants to disclose anything to the contrary to any of the intervenors, and otherwise, defendants wilfully and intentionally represented to said intervenors and each of them, that they were about to acquire said 100,000 shares of stock at $7.00 per share, and each of said intervenors accepted the aforesaid proposition of said defendants, and each of said intervenors became members of said Syndicate, as aforesaid, paying to said defendants, as Syndicate Managers, the amount of the assessments which they made on the Syndicate subscribers as aforesaid, believing that the

defendants were paying $7.00 per share for said stock; and said intervenors would not have made such subscriptions nor obligated themselves in any way to pay $7.00 per share for said stock, except for the representations aforesaid of the defendants, and the belief of each of the intervenors respectively in the truth of such representations, and except for the failure of the defendants to disclose the truth to each and every one of said intervenors; all of which was done by defendants with intent to deceive said intervenors, and did deceive each and every of said intervenors.

VIII. That defendants acted as the agents, trustees and fiduciaries of intervenors in acquiring such stock at $3.50 per share as aforesaid.

IX. That said intervenors did not discover that said stock had been so acquired by defendants at $3.50 per share until long afterward, and after they had made their subscriptions and payments as aforesaid.

X. That said intervenors have tendered, and do now tender to defendants payment for their non-withdrawn stock on the basis of said price of $3.50 per share, in addition to such reasonable commissions and brokerages for sales and purchases effected by defendants acting as the managers of said syndicate, together with necessary expenditures incurred by defendants in the acquisition and marketing of the syndicate stock, and other necessary and lawful expenses incurred by them as such syndicate managers; and intervenors have demanded and do now demand the delivery to them of the shares of non-withdrawn stock for which they have subscribed, but defendants have refused, and still refuse, to accept their tenders of payment as payment in full, and to deliver said non-withdrawn stock to said intervenors therefor.

XI. That intervenors Nicholson, Manbeck and Lamson Bros. & Co., have demanded repayment by defendants of the difference between said $3.50 per share and the amounts they have paid for their non-withdrawn stock, respectively, as above set forth, in order to withdraw same from the syndicate under the terms of said agreement.

XII. That the duration of said syndicate was from on or about August 17, 1917, to on or about December 15, 1917; and all the moneys, property and other assets thereof are now in the possession of defendants.

XIII. That defendants on or about December 31, 1917, submitted to the intervenors a preliminary statement of account, a copy of which is annexed hereto, marked "Exhibit B," which is made a part hereof; which account is incomplete, inaccurate and insufficient, and includes many improper and illegal charges or debits against said syndicate in favor of defendants; that such account does not show full receipts and disbursements, nor the amounts payable nor receivable, all of which said intervenors wish to know and are lawfully entitled to know.

XIV. That the intervenors have no adequate remedy at law. WHEREFORE, said intervenors pray for an interlocutory decree against defendants, as follows: 1. That defendants render to them a true and full account setting forth the following matters, items and particulars: (a) The amount defendants paid per share for the 100,000 shares of syndicate stock referred to in Exhibit "A," and the date or dates when defendants acquired

the same and from whom; (b) An itemized account of the purchases and sales of the syndicate stock, from whom purchased, to whom sold, the method of payment, whether by check or otherwise, the date and hour of each purchase and sale, with the exact time of transfers, the brokers or agents acting in the transactions, the commissions paid, and to whom; (c) An itemized expense account of the disbursements for publicity, advertising, and miscellaneous expenses; (d) The amount of cash received from each participant on account of the 80,670 shares of non-withdrawn stock, and the amount receivable; (e) An itemized account of all other receipts and expenditures of the syndicate. These Intervenors further pray: 1. That, pending a full and accurate accounting, the defendants be enjoined from disposing of or pledging or hypothecating any of the stock of the Syndicate which the intervenors claim; and that defendants be also enjoined from disposing of any of the property, money, interests or effects of the syndicate or members thereof. 2. That a receiver of the syndicate stock, money, property, interests, affairs and effects, be appointed, with the usual powers and duties. And intervenors demand final judgment against the defendants, as follows: 3. That upon payment to defendants by each or any of the intervenors of the balance of their subscription-price for non-withdrawn stock, at the rate of or upon the basis of $3.50 per share therefor, plus their pro rata share of the commissions and expenses hereinbefore referred to, defendants be required and directed to deliver forthwith to each of the intervenors demanding the same, the entire number of shares of such non-withdrawn stock to which they subscribed. 4. That defendants deliver forthwith the stock of said intervenors who have paid for the same in full and are entitled to receive the same, under said agreement; and that such intervenors have judgment against defendants for the difference between $3.50 per share and the price they paid for such stock so paid for in full whether actually withdrawn or still in the possession of defendants, or in their control; less their pro rata share of said expenses, etc., referred to. 5. That this Court take and state the accounts of defendants with reference to their acts, doings and transaction of every kind, as Managers of said Syndicate, and if this Court shall deem proper, to appoint a Special Master in Chancery to take and state said account and report the same to this Court. 6. That intervenors have such other and further relief as may be proper. 7. That intervenors have judgment against defendants for the costs and disbursements of this action.

HENRY WOLLMAN,

Counsel.

WOLLMAN & WOLLMAN,

20 Broad Street, New York City. HAASE, HANLEY & HOWARD,

Chicago, Ill.

CLARENCE ALEXANDER,

Yonkers, N. Y.

Solicitors for Intervenors.

(Verified by Clarence Alexander, one of the Solicitors for Intervenors.)

FORM XI.-BILL TO SET ASIDE CONVEYANCES WITH
ALLEGATIONS EXCUSING LACHES.

District Court of the United States for the Southern District of New York.

To the Honorable the Judges of the District Court of the United States for the Southern District of New York:

The above-named plaintiff for his Bill of Complaint herein alleges: I. That the plaintiff is now a citizen of the State of Massachusetts, residing in the city of Springfield in said state, and that this suit involves an amount in excess of costs and interest of more than $3,000.00. II. That the defendant, Frank B. York, is a citizen of the State of New York, residing in the city of New York and is an inhabitant of the Southern District of New York, and was duly appointed as adminis trator of the goods, chattels, credits and estate which were of Mary S. Morris, formerly Mary S. Shepard, deceased, by decree of the Surrogate's Court of New York County, made and entered in proceedings therefor on the 19th day of October, 1920, and thereafter duly qualified as such administrator and is still acting in such capacity and that individually and as such administrator he is in charge and possession of the property and estate of which said Mary S. Morris (formerly Mary S. Shepard) was in possession during her lifetime as executrix of and trustee under the will of A. Warner Shepard, deceased.

III. That the defendant, Walter C. Morris, is a citizen of the State of New York, residing in the city of Syracuse in said state and an inhabitant of the Northern District of said state, and was the husband of the aforesaid Mary S. Morris (formerly Mary S. Shepard, deceased), at the time of her death.

Upon the death of said Mary S. Morris, she left her surviving as her sole heir at law and next of kin, the infant defendant, Hazel A. Shepard, the adopted daughter of said Mary, who had been duly adopted by said Mary previously to the death of said Mary in accordance with the laws of the state of New York, in which state both of them resided and were domiciled. The said Mary left surviving her no other distributee of her