same is true to the knowledge of deponent, except as to matters therein stated to be alleged on information and belief, and that as to those matters he believes it to be true.

CHARLES W. DUMONT.

Subscribed and sworn to before me this 26th day of December, 1902. [L. S.]

ELMER A. ALLEN,
Notary Public,
New York Co.

FORM XXXII.-ANSWER IN SUIT AGAINST DIRECTORS.

[In suit by receiver under leave of court to recover $161,530.24 for negligence of directors. Judgment for defendant affirmed Howland v. Corn and others, 232 Fed. 35.]

[Title.]

The answer of the defendant, Robert E. Dowling, to the bill of complaint of the complainant above named, by Roger Foster, his attorney, respectfully shows to the Court:

FIRST: Said defendant is without knowledge of each and all of the following allegations in the first article of said complaint contained. That an order was made and filed on November 26, 1912, and that an order was made at any time, in the suit described in said bill, wherein Alwyn Ball, Jr., is complainant, appointing the defendant Joseph J. O'Donohue, Jr., receiver in a suit in which the Empire Trust Company, as trustee under a mortgage dated May 24, 1909, is complainant, and that such an order was made in such suit last described. That by such an order as is described in said bill, and that by any order, the said O'Donohue was directed to turn over to himself, as receiver of the property of Improved Property Holding Company of New York, covered by its mortgage dated May 24, 1909, all of said property. That by any such order, and that by any order, said O'Donohue was continued as sole receiver of all the property of said Improved Property Holding Company of New York, with the exception of that covered by its mortgages dated June 1, 1906, and May 24, 1909. That the said O'Donohue duly qualified as receiver at any time. That after May 31, 1912, the said O'Donohue acted as receiver. That on April 10, 1913, and that at any time, an order of this Court was made in said cause, wherein Alwyn Ball, Jr., is complainant, directing the said O'Donohue to cease to act as receiver of the property of said company not covered by said mortgages. That the complainant was by said order, and that said complainant was by any order, appointed receiver during the pendency of said cause of all the property of said company not covered by its said mortgages. That said complainant was by any order made by this Court at any time given authority to institute and prosecute in his own name, or in the name of said company, all such suits as might be necessary in his judgment for the proper protection of the trust estate

and the discharge of his trust as provided by said order. That said complainant at any time qualified as receiver of any property of the said company. That by an order and decree of this Court made and filed May 6, 1913, and that by an order and decree of this Court made at any time in said suit, wherein Alwyn Ball, Jr., is complainant, it was adjudged and decreed that said Improved Property Holding Company of New York is insolvent, that its assets are a fund in which its creditors are interested, that its assets should be marshaled, and that the extent and amount of claims, liens and priorities should be determined. That it was referred in any such order to Edwards H. Childs, Esq., a Special Master, to take proof of the amount of all claims and demands against said company and to report thereof, and that it was further provided in any such order that all such claims and demands should be presented to said Special Master before a day therein fixed. That pursuant to such an order, and that pursuant to any order, claims and demands against said company aggregating $1,890,809.70 have been filed with said Special Master. That this suit is brought by said complainant, as receiver, in the exercise of the power and authority conferred upon him by this Court. That the defendants Corn, Ball, O'Donohue and General Realty & Mortgage Company, and that any of them, have wrongfully, and that they, and that any of them, have legally diverted from said Improved Property Holding Company of New York, and have converted to their own use, gain and advantage, certain assets and property; and that they, and that any of them, have at any time wrongfully, and that they, and that any of them, have at any time illegally, diverted and converted to their own use, gain and advantage any property of said company; and that they, and that any of them, at any time did any of such things. That any loss and that any damage has been suffered by said company by reason of any diversion of its assets made by anyone, and that any loss and that any damage has been suffered by said company by reason of any diversion of its property by anyone. That the said last-named defendants, and that any of them, have profited by any such diversion. This defendant denies that he has wrongfully, and denies that he has illegally disregarded, and denies that he has in any way disregarded, and denies that he has in any way violated, and denies that he has by culpable negligence violated, any obligation to the Improved Property Holding Company of New York, as a director thereof. He denies that he has failed to protect said company against, and that he has failed to prevent, any diversion of the assets and any diversion of the property of said company. This defendant has no knowledge that the said defendant Barlow has done any of such things. This defendant has no knowledge that the complainant has procured from this Court authority to bring this suit. This defendant admits that he is a citizen and resident of the City, State and Southern District of New York. This defendant has no knowledge that the defendants Corn, O'Donohue, Jr., and Barlow, and that any of them, is or are citizens and residents of the City, State and Southern District of New York. This defendant has no knowledge that the defendant Alwyn Ball, Jr., is a citizen of the State

of New Jersey, and that said Ball is a resident of said State. This defendant admits that he resigned as vice-president and director of the Improved Property Holding Company of New York on March 9, 1910, and that his resignation was accepted. This defendant has no knowledge that on May 26, 1909, the beneficial interest in many thousands of dollars par value of the capital stock of said company, represented by stock trust certificates, was held and owned by persons other than the voting trustees named in said bill. This defendant is without knowledge as to each and all of the following allegations in said bill. That the General Realty & Mortgage Company was at all the times mentioned in the said bill, and that at any time the said company was, controlled by the said Ball and O'Donohue. That they were officers thereof. That they were directors thereof. That the total issued and outstanding stock of said company, including treasury stock, consisted of approximately 10,000 shares. That the said Ball at the times mentioned in the said complaint, and that said Ball at any time, owned more than 4,800 shares of said stock. That the said O'Donohue at the times mentioned in the said complaint, and that the said O'Donohue at any time, owned more than 1,000 shares of said stock. That the said O'Donohue 's wife, his brother T. J. O'Donohue and the wife of said T. J. O'Donohue, owned at said times, and that they, and that any of them, owned at any time, in the aggregate upwards of 3,000 shares of said stock. That they, and that any of them at any time, owned any shares of stock of the said General Realty & Mortgage Company. That the said Ball, and that the said O'Donohue, and that either of them, were at any time personally interested in said General Realty & Mortgage Company, and in all matters and transactions affecting said company. That in such matters and transactions, they and the immediate relatives of said O'Donohue, and that any of them, would participate in the profits of any advantageous transactions made by the said General Realty & Mortgage Company. That shortly before May 24, 1909, and that at any time, the defendants Ball and O'Donohue, and the defendant General Realty & Mortgage Company, through its officers and directors, and that any of them, entered into a combination, and that they, and that any of them then, and that they, and that any of them at any time, entered into a conspiracy, to cause said Improved Property Holding Company of New York to issue and deliver its negotiable 6 per cent. coupon bonds, secured by a mortgage upon its property, in the aggregate principal amount of $1,000,000, without receiving fair or adequate consideration therefor. That they, and that any of them, entered into such a combination to obtain for themselves $5,000 face value of said bonds, without giving any fair or adequate consideration therefor, upon terms grossly inequitable, burdensome and unconscionable as to said Improved Property Holding Company of New York, and greatly to the advantage of said Corn, Ball and O'Donohue, and said General Realty & Mortgage Company. That they and that any of them then, and that they and that any of them at any time, entered into a combination, and that they and that any of them then, and that they and that any of them at any time,

entered into a conspiracy, to do any of such things. That they and that any of them then, and that they and that any of them at any time, entered into a combination, and that they and that any of them then, and that they and that any of them at any time, entered into a conspiracy, to obtain for themselves any money as interest on said bonds, to transfer from said General Realty & Mortgage Company and said Corn to said Improved Property Holding Company of New York any unprofitable and any rapidly deteriorating parcel or parcels of real property, to transfer certain property known as Number 476 Broadway and Number 395 Broadway, in the Borough of Manhattan, City and County of New York, and to shift from said General Realty & Mortgage Company and said Corn to said Improved Property Holding Company of New York, the burdens and obligations incident to the operation and ownership of said property, and to obtain for themselves large sums of money through the ownership of the bonds to be issued as aforesaid, by selling or by otherwise disposing of any of said bonds and by causing any of said bonds to be redeemed at a premium and otherwise. This defendant is without knowledge as to each and all of the following allegations in said bill: That the said defendants Corn, Ball and O'Donohue, and General Realty & Mortgage Company, and that any of them, at any time entered into a combination, and that they and that any of them at any time entered into a conspiracy, to do any of such things. That pursuant to any such combination, and that pursuant to any such conspiracy, and with any such purpose and with any such intent as aforesaid, the said defendants Corn, Ball and O'Donohue, and said General Realty & Mortgage Company, and that any of them, advised, and that any of them consummated, any wrongful and any illegal scheme and any wrongful and any illegal schemes as is set forth in said bill or otherwise. That pursuant to any such combination, that pursuant to any such conspiracy, that as part of any wrongful scheme, that as part of any illegal scheme, that with any such purpose, that with any such intent, the said last-named defendants caused a meeting of the board of directors of the Improved Property Holding Company of New York to be held on or about May 26, 1909. That pursuant to any of such things the said last-named defendants caused said Improved Property Holding Company of New York to authorize, to ratify and to confirm the execution of the mortgage dated May 24, 1909, described in said bill. That the said lastnamed defendants caused the board of directors to authorize, to ratify and to confirm such an execution. This defendant denies that any such mortgage as is described in article "Sixth" of said bill was made, and that any such mortgage dated May 24, 1909, was executed, by the Improved Property Holding Company of New York.

SECOND: This defendant admits: that on or about May 26, 1909, he, this defendant, voted in favor of certain resolutions authorizing and confirming the making of a mortgage, dated May 24, 1909, by said Improved Property Holding Company of New York; but he denies that said mortgage is correctly described in said bill. He admits: that he at said time voted in favor of authorizing the issue of bonds secured by said mort

gage and for the purchase of the premises known as Number 395 Broadway and Number 476 Broadway, respectively, for $555,000 face value of said bonds and for other considerations; and he avers that there were other valuable considerations than those which are described in said bill for the said mortgage and for the issue of bonds of the face value of $555,000 and for the delivery to the owner of the premises known as Numbers 395 and 476 Broadway of such bonds as were delivered to such owner upon any purchase of such premises as was made by said Improved Property Holding Company of New York. He avers: that in voting to authorize the making of a mortgage, and that in voting to authorize the issue of certain bonds thereunder, and that in voting to authorize the purchase of said Broadway premises, he acted in good faith, with due care, in the exercise of his reasonable judgment and in accordance with his duties as a director of the said Improved Property Holding Company of New York. This defendant is without knowledge: that on or about June 9, 1909, at a meeting of the board of directors of said Improved Property Holding Company of New York, and that at any time, papers purporting to be minutes of said board of directors' meeting, held on or about May 26, 1909, were read and approved.

THIRD: This defendant is without knowledge: that on May 26, 1909, and that at any time, substantially all of the stock of the General Realty & Mortgage Company was owned by the defendants Ball and O'Donohue and the immediate relatives of said O'Donohue. He is without knowledge: that said premises were subject to a mortgage with the terms described in said bill; and that the description of said mortgage set forth in said bill is correct in any particular thereof. He denies that said premises then had little value over and above the amount of the mortgage thereupon. He denies that the said premises had no value over and above the amount of said mortgage. He denies that the said premises were then deteriorating in value. He denies that the issuance of $450,000 face value of said bonds of Improved Property Holding Company of New York on said premises was inequitable; he denies that the same was burdensome; he denies that the same was unconscionable; as to said last-named company. He denies that the same was greatly to the advantage of said General Realty & Mortgage Company. He denies that the same was greatly to the advantage of the said Ball and O'Donohue and the immediate relatives of the said O'Donohue, as aforesaid. He is without knowledge, that the building upon said premises was such a building as is described in said bill. He is without knowledge, as to the date of the erection thereof, and that the same was erected between the years 1901 and 1903. He is without knowledge, that the expense of the erection was more than $576,000. He denies that on May 26, 1909, it was certain for a long time to be impracticable to obtain from said premises any income save through the renting of space in said building. He denies that by reason of any fact, and that by reason of any condition, and that by reason of the facts and conditions set forth in said bill, the net revenue then and the net revenue theretofore derived from said building, and the estimated net