was at any time of no value to said company. He denies that either of the same was at the time of its acquisition of no value to the creditors of said company. He denies that either of the same was at any time after its acquisition of no value to the creditors of said company. He is without knowledge: that the issue of said $550,000 face value of said bonds was at any time illegal and that the same was at any time void. That any of said bonds, and that any coupons appertaining thereto, was not a valid or enforceable obligation of said company, nor a debt or liability of said company. SIXTH: This defendant is without knowledge as to each and all of the following allegations in said bill: That pursuant to any combination, and that pursuant to any conspiracy, and that as part of any wrongful scheme, and that as part of any illegal scheme, and that as part of any wrongful schemes, and that as part of any illegal schemes, and with any such purpose and with any such intent as is alleged in said bill, the defendants Corn, Ball, O'Donohue and General Realty & Mortgage Company, from time to time, have sold, transferred and negotiated many of said $555,000 face value of said bonds. That they have received large sums of money therefor. That any of said bonds were wrongfully issued, and that any of said bonds were illegally issued. He is without knowledge concerning each and every allegation in the paragraph or article designated as "Fourteenth" in said bill. He is without knowledge of each and all of the following allegations in said bill: That there were issued and outstanding, in all, in or about the month of March, 1910, $855,000 face value of bonds, secured by a mortgage dated May 24, 1909, and that such an amount of bonds was issued and outstanding at any time. That the Improved Property Holding Company of New York, in or about the month of March, 1910, and that said company at any time, caused $223,000 face value of said bonds to be redeemed at 110 per cent. of their face value and accrued interest to April 1, 1910. That the face value of any bonds so redeemed included many thousands of dollars of the face value of bonds issued for said buildings, as set forth in said bill. That the defendants Corn, Ball, O'Donohue and General Realty & Mortgage Company received many thousands of dollars of the moneys paid by Improved Property Holding Company of New York for the redemption of such bonds so issued. He is without knowledge as to each and all of the allegations in the paragraph or article designated as "Fifteenth" in said bill. He denies that the Improved Property Holding Company was on May 26, 1909, barely solvent. He denies that it was at all times thereafter barely solvent, and that its income was insufficient to meet its obligations as they matured. That its income at all times thereafter became so insufficient that its credit was inordinately extended. That its credit at all times thereafter was inordinately extended. That it was then obliged to invest in extravagant building operations large sums of money, for which there was no prospect of prompt return, and from which the ultimate possibility of substantial return was highly speculative and doubtful. He denies that at all times thereafter it became so obligated. He denies that he, this defendant Dowling, knew at any time any of such alleged facts. He avers that said Improved Property Holding Company of New York was on May 26, 1909, solvent. He is without knowledge that no profit, and he is without knowledge that no advantage, has in fact been realized from such building operations. He denies that the acts of the defendants described in said bill resulted in serious impairment of the capital and property of said company; that said acts resulted in great loss and damage to the holders of stock in said company; that said acts resulted in great loss and damage to the persons and corporations who were then and theretofore, and who subsequently became, creditors of said company; that the said acts resulted in great loss and damage to the persons and corporations who are, and to those who were prior to May 26, 1909, owners and holders of bonds of said company. He denies that by reason of said acts, and that by reason of any acts committed by this defendant Dowling, the insolvency of said company is now hopeless. He denies knowledge that the liabilities of said company are hundreds of thousands of dollars in excess of its assets in the hands of the receiver. He denies that if such insolvency exists, it is by reason of any act of this defendant. He is without knowledge of each and all of the following allegations in said bill: That any of the acts and transactions described in said bill were part of, and that any of the same constituted, a conspiracy and scheme on the part of the defendants Corn, Ball, O'Donohue and General Realty & Mortgage Company, to derive benefit and profit for themselves at the expense, regardless and in violation of the rights and interest of said Improved Property Holding Company of New York. That any of said acts were committed in violation of any trust and of any confidence imposed in said Corn, Ball and O'Donohue. That the purpose and object of the said Corn, Ball and O'Donohue in causing the purchase of said properties by said Improved Property Holding Company of New York, and in causing the issue of bonds for the same, and the assumption of mortgages, was to rid themselves, and each of them, and the defendant General Realty & Mortgage Company, of the burdens, responsibility and obligations incident to the ownership of rapidly deteriorating properties, including the burdens and obligations of mortgage debts to which said properties were subject. He denies that the said last-named defendants had a further purpose, to obtain for themselves a very large amount of bonds of said Improved Property Holding Company of New York for their own benefit and interest, without benefit or advantage to said company. He is without knowledge as to each and all of the following allegations in said bill: That a further purpose on their part was to obtain money and property for themselves, and each of them, by collecting the interest payable on said bonds and by selling and negotiating said bonds and by receiving the proceeds of the redemption of said bonds. That such purposes and objects, and that any of them, were accomplished by the said Corn, Ball and O'Donohue, and by any of them. That the defendant General Realty & Mortgage Company participated in any such scheme or schemes. That said defendant company participated in any such conspiracy. That said defendant company was at any time the tool and dummy of the defendants Ball and O'Donohue. That the said Ball and O'Donohue with their relatives and intimate associates owned substantially all the stock and had substantially the whole beneficial interest in all the property, income and profits of said last-named corporation. That said corporation had no independent object and interest. That said corporation was subservient at any time to the said Ball and O'Donohue. That said corporation had any knowledge, and that said corporation had any notice, of any wrongful character of any transactions to which it was a party. That the acts of said corporation, and that the participation of said corporation in any acts or transactions, ought in fairness and good conscience to be deemed the acts and participation of the defendants Ball and O'Donohue, and that they are in the eyes of a court of equity the acts and participation of the defendants Ball and O'Donohue. He denies that he, this defendant Dowling, participated in the consummation of any conspiracy; that he participated in the consummation of any scheme; that he participated in the consummation of any schemes; that he participated in the consummation of any wrongful act; that he participated in the consummation of any wrongful transaction; that he participated in the consummation of any illegal act; that he participated in the consummation of any illegal transaction, by voting as a director of Improved Property Holding Company of New York to authorize the purchase of said properties for $555,000 face value of said bonds, as aforesaid, and by voting to cause said company to accept said properties and to issue therefor said bonds, and by not opposing and by not preventing and by not seeking to prevent the acceptance by said company of said properties and the issuance of said bonds. He is without knowledge that the defendant Barlow participated in the consummation of any such matters by so voting. He denies that all, and he denies that any, loss and damage suffered by said company at any time was the consequence of the fault of him, the said defendant Dowling, in voting for and in acquiescing in the acquisition of said properties and in the issuance of said bonds on the premises described in said bill. He denies that any damage suffered by said company was the consequence of any negligence by him, said defendant Dowling, in so voting and in so acquiescing. He is without knowledge that any loss and that any damage was suffered by said company by the fault or by the negligence of the said defendant Barlow, in voting for and by acquiescing in any of said acts, as aforesaid. He denies that he, this defendant Dowling, has received any moneys, and that he has received any property, by reason of any matters set forth in said bill, and he denies that he is liable to account for any such money or any such property. He denies that he, this defendant Dowling, because of any acts, has become accountable, either severally or jointly with others, to pay to the plaintiff any compensation for any loss and damage incurred by said company and its creditors by reason of any act committed by him. He is without knowledge that none of the money and property for which any of the defendants Corn, Ball, O'Donohue, Barlow and General Realty & Mortgage Company, jointly or severally, are accountable, has ever been paid or returned to said Improved Property Holding Company of New York; and that no money or property has ever been received by said lastnamed company or by the complainant, as compensation for any loss and damage caused to said last-named company and its creditors and stockholders by any wrongful or by any illegal acts committed by said defendants. He admits that the amount in controversy in this suit exceeds the sum of $3,000, exclusive of interest and costs. And this defendant further alleges as a Second distinct and separate defense to said bill: That in voting to authorize the purchase of the properties known as Numbers 395 and 476 Broadway, and in voting to authorize the issue of bonds in payment for the same, this defendant, Dowling, acted in good faith, in the exercise of his reasonable judgment as a director of said Improved Property Holding Company of New York, and that it then was and still is believed by him that the said premises known as Numbers 395 and 476 Broadway then were of the value of at least the amount paid for the same, and that the transaction was for the advantage of said company. And this defendant further alleges as a Third distinct and separate defense to said bill: That the acts of this defendant, Dowling, in voting for the purchase of said properties known as Numbers 395 and 476 Broadway, and in voting to issue bonds to pay for the same, were ratified and authorized by twothirds of the stockholders of the said Improved Property Holding Company of New York. And this defendant further alleges as a Fourth distinct and separate defense to said bill: That by the laches and delay of the said Improved Property Holding Company of New York and of the different receivers of the same, including the complainant herein, the said Improved Property Holding Company of New York, and the complainant as receiver thereof, are estopped and barred from instituting and from prosecuting any suit against this defendant because of any of the matters set forth in said bill in equity. And this defendant further alleges as a Fifth distinct and separate defense to said bill: That the complainant has an adequate and complete remedy against this defendant at common law. Wherefore, this defendant prays that said bill be dismissed, with costs. ROBERT E. DOWLING. ROGER FOSTER, Attorney for Defendant, No. 55 Liberty Street, FORM XXXIII.—ANSWER TO FRIENDLY BILL FOR RECEIVER. THE [Re Metropolitan Railway Co. Ownership 208 U. S. 90.] IN THE DISTRICT COURT OF THE UNITED STATES, FOR THE SOUTHERN DISTRICT OF NEW YORK. PENNSYLVANIA STEEL COMPANY) and DEGNON CONTRACTING COM PANY, AGAINST Complainants, In Equity. NEW YORK CITY RAILWAY COMPANY, Defendant. New York City Railway Company, the defendant in this cause, for answer to the bill of complaint, or unto so much and such parts thereof as the defendant is advised it is necessary or material for this defendant to make answer unto, answering, says: FIRST. The defendant admits all the allegations of said bill of com plaint. SECOND. The defendant, reiterating the admissions of the preceding article of this answer, joins in the prayer of said bill of complaint and prays that this Court sitting in equity may take possession of the system of the defendant through the appointment of a Receiver as prayed in said bill of complaint and thereby preserve the unity of the system of the defendant as it has been maintained and operated and protect and preserve the corporate franchises, privileges and property and preserve the corporate existence of the defendant and protect and preserve its said system and its said property, real and personal, from being sacrificed under any proceedings which can or may be taken, liable to prejudice or sacrifice the same, and do any and all acts which may be necessary to preserve the valuable rights and franchises of the defendant, and it accordingly prays that inasmuch as there is no adequate remedy at law in the premises for the complainants or for this defendant, that this Court will, for the purposes aforesaid, appoint a Receiver as prayed for in said bill of complaint, and empower and authorize such Receiver to take possession of the entire property of this defendant and to preserve, manage, operate and control the same, pay all indebtedness due or to become due by this defendant, and otherwise discharge all the duties ordinarily imposed by Courts upon Receivers in similar cases; that on the final hearing in this cause, this Court will, under said bill of complaint and this answer or such supplemental bili as shall be filed herein, make such decree or decrees with respect to the property of this defendant as shall deal with the same on general equitable principles, and that this Court will cause all the liens upon said property or any part thereof and all rights and claims in equity of persons interested therein to be ascertained, defined and determined, and that the proceeds arising from the sale of said property or any part thereof be applied under |