
    JOHN KEAN v. ROSWELL L. COLT, THE SOCIETY FOR ESTABLISHING USEFUL MANUFACTURES, ET AL.
    1. On motion on bill and notice for an injunction and the appointment of a receiver, the affidavit of the defendant may be read in opposition.
    2. To authorize an injunction and the appointment of a receiver, there must be a well-grounded apprehension of injury about to be done.
    3. Where the misconduct alleged in the bill occurred, if at all, several years before, and no act is threatened, or mischief impending, an injunction .and receiver will not be ordered.
    The bill in this case, filed November, 1845, by John Kean, representing himself to be a stockholder in- the Society for Establishing Useful Manufactures, for himself and all other stockholders of the said society who shall come in and seek relief by and contribute to the expense of the suit, states that the society was incorporated on the 22d November, 1791; that it was the intention of the legislature that the society should themselves carry on manufactures, and that the society so understood the law, and under that understanding bought the old mill seat al Paterson, and upwards of 700 acres of land, with the water incident thereto, both above and below the falls at that place. That in 1793 the society established a cotton factory at Paterson, on said lands, and in 1794 a printing, bleaching and dye shop, but very soon thereafter entirely discontinued manufacturing, aud has not since resumed it, nor has any part of their capital been since employed in manufacturing purposes.
    That for many years the affairs of the society were entirely neglected, and so managed by the directors thereof, that the stockholders, entirely ignorant of its condition, placed little value on the stock of the society, or its property; and that about 1814 Roswell L. Colt bought up at a depreciated price a large proportion of the shares, and called the society together, and proposed to its members a plan for improving its affairs, which was to abandon all hope of manufacturing, and to confine its operations to increasing the water-power which it was supposed to own, and the number of sites for manufacturing purposes, to be- used by others, and to lease to others the sites with water privileges for manufacturing purposes, which plan was adopted, and has ever since been pursued, under the sole direction of Roswell L. Colt, who was then made governor of the society, and has continued such governor ever since.
    That by the adoption and pursuit of the said plan, a very large annual income has ever since been derived from the property of the society. That on the 22d February, 1814, the legislature passed an act entitled ((An act to preserve the interest of this state now vested in the stock of the Society for Establishing Useful Manufactures,” the preamble of which recites that the state had invested in the stock of the society $10,000, being the amodnt of 100 shares; that the original design and intention of the institution had failed, and been for a long time abandoned ; that no dividends had ever been made, nor any satisfactory account rendered by the directors to the commissioner of the state, of the transactions of the society, or the situation of its property or funds * and that the society had lately sold and conveyed portions of its real estate, and had neither made, nor offered, any dividend of the proceeds of the sale, and which act appoints E. Vanarsdale, esquire, a commissioner, under the 15th section of the charter of the society.
    That under this act Mr. Vanarsdale made a report to the legislature, which was referred to a committee of the legislature, who, on. the 19th of January, 1816, reported that the personal and leased property of the society, (according to its statements exhibited by its agents to Mr. Vanarsdale,) as existing on the 2d October, 1815, amounted to $119,317.34. (The items constituting that sum are given by the committee, and stated in the bill.) That the committee further reported that there remained unsold, belonging to the society, 606®m acres; and that the number of shares then consisted of 2266. ' That the committee recommended that the legislature accept, from the society, a conveyance to the state of so much land as would be equal in value to the state’s shares of stock, which they estimated to be worth, in land, $11,000, and transfer to the society, or to such person as' the society might appoint to receive the same, the state’s shares in the stock of the society. That on this report the state, by act of the legislature, authorized the acceptance 
      i£ a conveyance of so much land as a majority of three persons, named in the act, should judge to be of tho value of §11,000, and the transfer of its stock to the society, or to such person, ábe. That on the 19th of October, 1816, the persons named in said act reported to the legislature that they had accepted a deed from the society to the state, for three hundred and one and fifty-three hundredths acres, and had transferred tho state’s stock to Roswell L. Colt, agreeably to the directions of the society, and presented to the legislature the direction of the society, under their seal, to transfer the state’s shares to the said Colt. That this report was confirmed by the legislature October 25th, 1816.
    The bill charges that these shares, being conveyed to the said Colt in consideration of lands of the society conveyed to the state, must be considered as belonging to the society, and the said Colt be considered as holding tho said shares only as trustee for the society.
    The bill charges that the said Colt has converted the said stock, and the dividends thereof, to his own use. That by the tenth and eleventh sections of the charter, it is provided that there shall be thirteen directors, and that in elections for directors, each share shall have one vote, and that five of the directors — the governor or deputy governor of the society being one - — shall constitute a board for business.
    That the said Colt, by buying up a majority of the stock, obtained the entire control of the society, and that, after having done so, and examined the condition of the society, he found that its stock was of much greater value than the public or stockholders supposed; and, for the purpose of inducing the stockholders to sell their stock, represented that the society had lost a great deal of money by embarking in the business for which they liad been incorporated, and had abandoned their business, and had los! a large amount in their lottery concern, and that the stock was valueless, though, at the same time, it was worth par, and that the said Colt, by such false representations, succeeded iu purchasing a very large majority of the stock. That, being the owner of such majority, lie has, for more than thirty years, caused himself, and such others as lie chose and could control, to be elected directors — in most instances irresponsible persons and persons who would obey his directions — and elect such persons as he should name governor and deputy governor; and that the said Colt has, for all that period, been and still is such governor; and that, at times, one Joseph Smith, a clerk of the said Colt, has been deputy governor; and that the complainant is informed and believes that the other directors are mere instruments and agents of the said Colt, having no actual interest in the society, and who, if they hold any stock, are mere trustees for the said Colt.
    That, by the charter, the cashier or treasurer of the society is required to give security in $20,000. That Joseph Smith is now such cashier or treasurer, and that he has never been required to give security. That the charter requires- that there shall be a yqarly dividend for the first five years, and thereafter a half-yearly dividend, of so much of the profits of the society as to the directors should seem expedient. That, for a large number of years last past, the profits of the society have been very large. That the charter authorized lotteries to raise, for the benefit of the society, $100,000. That large sums of money have been received by the said Colt, under some arrangement with D. S. Gregory and others, in reference to the lottery privilege granted by the charter, and have been appropriated by him to his own use, except a few thousand dollars, which, the complainant is informed and believes, has been paid to certain agents, to obtain influence with the legislature to prevent their putting a stop to the lotteries.
    That thé rents, profits, and resources of the society have come to the hands of the said Colt, and have been expended by him in objects wholly distinct from the interests of the society — to the building of a house and fixtures, costing over $100,000, for the residence, as he states, of the governor of the society, and which are now in his possession, and the care and improvement of which is a subject of charge, by the said Colt, on the profits of the society; and that he furnished the said house extravagantly, with the money of the society — all which the complainant charges to be fraudulent and in violation of his rights.
    That the said Colt has expended, on a small farm owned by the society, in the vicinity of Paterson, $30,000 of the funds of the society, in costly improvements, and in- purchasing cattle and other stock, the whole of which, with the farm, would not now sell for more than $30,000. That Colt pretends that all this was done in pursuance of resolutions of the board of directors; whereas the complainant charges that if there are any such resolutions, they were procured to be passed by Colt, he having the control of a majority of the stock, and by the votes of directors put in by him, and who held their offices at his will.
    The bill charges that the said Colt, being indebted to the executors of Robert Oliver, deceased, in a large sum, did, on the 14th of November, 1839, agree to give them a bond and mortgage of the society for $100,000, and also sundry leases of the society, amounting to $14,995, in part payment of his said individual debt; and further, that the said executors should have the control of the board of directors of the society. That the said Colt, for the purpose of enabling himself to pay his individual debts, procured or induced the board of directors of the society to give him a mortgage on the property of the society for $100,000, and to execute to him five bonds of the society, amounting to $80,000 ; and to give him another mortgage on a house and 40 acres of land in the society, to secure the last-mentioned bonds; and that on the 1st of February, 1840, he induced the board to convey to him a large number of leases and building lots of the society, amounting to $200,000; all which several bonds and mortgages, leases, building lots and property were, very soon after, conveyed by the said Colt, in payment of his individual debts, to the said executors of Robert Oliver and Margaret Colt and Emily Gibbs.
    That at the time the said bonds and mortgages, conveyances and transfer of leases were made, the board consisted of the said Roswell L. Colt, and a brother and two sons of the said Colt, and William L. Clark, Elisha B. Clark, and Daniel Ridgway. That on the 14th of November, 1839, the said Roswell L; Colt, to carry out his arrangement to give the control of the board to the executors of Robert Oliver, caused and procured four of the then directors, viz., William L. Clark, Daniel Ridgway, Robert O. Colt and James C. Colt, to resign, and the said Charles Oliver and Thomas Oliver and John Glenn and Thomas S. Gibbs to be elected in their places.
    That by the 3d section of the charter it is enacted that the society shall not deal or trade except in such articles as itself shall manufacture, and the materials thereof, and as shall be really and truly received in payment and exchange therefor. That the said bonds, mortgages, conveyances, and transfers of leases to the said Roswell L. Colt were not made by a quorum of disinterested directors j and that the said directors had no authority under the charter to make the same, and that the same are fraudulent and void as against the stockholders, and a breach of trust in the directors who made them, and in the said Roswell L. Colt, who received them.
    That the complainant has been informed and, believes that the said Roswell L. Colt afterwards, either himself or through an agent, bought back the said real estates, leases and other property, at a depreciated value, and paid for the same with the money or property of the society, and now holds the same for his own benefit. That the said Roswell L. Colt has bought a large number of shares of the stock of the society, with the funds of the society, and has by that means obtained the entire control of the society 5 and as there is no provision in the charter requiring a director to be a stockholder, he elects persons for directors who own no stock, but who are his agents, instruments, and dependents.
    That by way of consideration for said bonds and mortgages, &c., made by the directors to him, the said Roswell L. Colt presented claims against the society to the amount of $305,000, wholly unfounded and unjust j and, if any settlement was made between him and the directors, it was erroneous, fraudulent and void, and a mere contrivance of the said Roswell L. Colt, to obtain a conveyance or transfer of the property to him.
    That on the 17th March, 1840, the said John O. Colt was the acting deputy governor of the society ; and on that day the society purported to convey, under the seal of the society' and the signature of the said John, as deputy governor, to said Roswell L. Colt, for the consideration of $50,000, a large number of building lots in Paterson belonging to the society, and in the deed conveying the same there were full covenants of warranty ; and that on the same day, there was also conveyed by deed, in the same manner, to said Roswell L. Colt, fo.r the consideration of $150,000, twenty-two feet of water in the Passaic; and on the same day, the said Roswell L. Colt and his wife conveyed the whole of said building lots and water to the executors of Robert Oliver, in payment of a debt due from the said Roswell L. Colt, individually, to the said Robert Oliver in his lifetime.
    The bill charges that nothing has ever been paid by the said Roswell L. Colt to the society, towards the consideration mentioned in said conveyances; and that said executors took the said conveyance from Roswell L. Colt and wife to them with knowledge that nothing had been so paid ; that said Roswell L. Colt had no authority to cause the same to be so conveyed to them as aforesaid, and that he had no title thereto, or right to pass the same to them. That the said conveyances were not made by a reguiar order of the board ; that a quorum of the board did not vote for the same; that the said Roswell L. Colt himself was one of the number by whose votes the resolutions were passed ; and that the others whose votes passed the same, were merely nominal directors, acting under the dictation and control of the said Roswell L. Colt, and voting on his stock.
    That the property of the society, notwithstanding the extravagant expenditures of the said Roswell L. Colt, increased between 1814 and 1845, from $108,268 to $-- — -—, and that the dividend to which the stockholders were entitled was --- per cent.; but that the said Roswell E. Colt prevented the directors from declaring any larger dividend than five per cent, on the said 2266 shares, in order, as the complainant believes, to enable the said Colt to buy up the stock at a depreciated value. That, in order nominally to comply .with their charter, dividends have been declared, from time to time, of about five per cent, on the amount of the capital stock of the society.
    The bill charges that Colt is unable to account for the waste and misapplication by him of the property of tile society ; and the complainant says he is apprehensive that if the property of the society is suffered to remain under the control of Colt and such directors as he may appoint, there will be serious loss to the complainant and the other stockholders. That the facts before stated show such an entire control by Colt over the board, and such entire subserviency of the board to his will, as renders the property of the society very unsafe in the hands of such depositaries
    
      The bill charges that Colt caused to be invested in United Sates Bank stock a large sum of the moneys of the society, and, by means of the sale of the said stock, or by buying the notes of the said bank with the funds of the society, much below their par value, and passing them to the bank at their par value, in payment of his own debt, made over $100,000;
    The bill prays that said Roswell L. Colt may set forth the particulars of the personal estate of the society which have come toil is possession or use; and whether any moneys of the society have been placed at interest, and in whose name, and what sums have been received for interest,, and by whom ; and that he may set forth whether he hath not applied all, or some, and what part of the real or personal estate of the society to or for his own use; and that he may be removed from the office of director and governor of the society, and be decreed to replace all such parts of the personal property of the society as may have been sold by him ; and that he may account for all the revenues, rents, and profits of the estate of the society which have come to his hands or use; and for all the moneys received by him for or On account of any sale or assignment of the right to draw lotteries, or of the lottery privileges granted by the charter; and for all premiums he may have received at exhibitions of articles of the growth or manufacture of the society, or the product of its property, or of labor paid for by the money of the society; and for all breaches of trust and misapplication of the funds of the society; and for all moneys made by him by the purchase and sale by him of any of the property of the society with the funds of the society; and that the said deeds, conveyances, and mortgages to the said Roswell L. Colt may be declared void ; and that the deeds, conveyances, and mortgages Of the property of the society made by the said Colt to the executors of Robert Oliver, deceased, and Margaret Colt and Emily Gibbs may be declared void; and that an inventory may be taken of all the property of the society; and that the said mansion, appurtenances, furniture, &c., and the said farm and stock may be sold, and in case the proceeds of the sale be insufficient to pay the costs thereof, and of maintaining the same, that the said Colt may be decreed to account for the deficiency and that a receiver may be appointed of all the rents, issues and profits of the property of the society, real and personal, and to take possession of the said mansion-house and the lands attached thereto, and of the said farm and the stock thereon, and of all the lands, property and estate of the society conveyed by said Colt, or by him and his wife, to the executors of Robert Oliver and Margaret Colt and Emily Gibbs, and to receive the rent from the lessees of land or water of the society, on the leases which have been assigned by the said Colt, or by his procurement or consent, to the executors of Robert Oliver, or to Margaret Colt and Emily Gibbs, or any of them; and that the affairs of the society be wound up, and its property be sold, and the proceeds thereof, after the payment of its debts, be divided among the stockholders; and that the said Colt may be restrained from expending any of the money of the society in, &c.; and from selling, assigning, conveying or mortgaging any of the real estate of the society; and from assigning or transferring any of the leases of water, or water rights of the society ; and from using the funds, credit or name of the society, for any purpose whatever; and that the society be restrained from paying money to the said Roswell L. Colt, or to his agents, in the shape of salary or otherwise; and from parting with any of the funds or property of the society, except by order of this court.
    Subpoena is prayed against Roswell L. Colt, John O. Colt, Charles Oliver, Thomas Oliver, Robert M. Gibbs, Emily Gibbs, and the Society for Establishing Useful Manufactures.
    On the filing of this bill, the complainant gave notice of a motion, founded on the charges of the bill, for an injunction, and the appointment of a receiver, pursuant to the prayer of the bill.
    On the hearing of the motion, and after the reading of the bill, two affidavits of Roswell U. Colt, and an affidavit of Joseph Smith, an agent of the society, were offered in opposition to the motion, and were objected to.
    
      B. Williamson and W. Halsted, in support of the objection,
    cited Story’s Eq. Pl. §§ 583, 606; Risley’s Eq. Evid. 242; Saxton 458; 1 Green’s Ch. R. 191; 1 Johns. Ch. R. 444, 445; 1 Smith’s Ch. Pr. 595, 597; 3 Anstrufher 658; 6 Cranch 51; 2 Paige 413.
    
      P. D. Vroom and E. Vanarsdale, Sr., contra,
    
    cited 9 Paige 504; 19 Vesey 350, 447, 1 Hopk. 599; 4 Cond. Eng. Ch. 447; 2 Merivale 29; Cooper’s Eg. R. 303; Drury on Inj. 246, 374, 137, 192; 1 Grant’s Ch. Pr. 332; Eden on Inj. 327, 328.
   The Chancellor.

It is every day’s practice to hear -an answer read as an affidavit, against a motion for an injunction. I cannot doubt that the court, may hear the defendant by affidavit. The complainant gives notice of a motion for an injunction on his bill, and says the case is pressing, and that he cannot wait for an answer. The defendant, then, should be heard in a shorter way than by answer. . Let the affidavits be read.

The first affidavit of Roswell L. Colt states that he has been governor of the society since 1824. That he has searched the books and papers of the society, and finds no stock standing in the complainant’s name. That on the 31st of May, 1827, ten shares stood in the. name of Peter V. B. Livingston, and that on that day they were transferred by Peter Kean, trustee and attorney of Peter V. B. Livingston, one share to Philip Ricketts, and nine shares to said Peter Kean; that these nine shares still stand in the name of Peter Kean; that he died intestate, in 1828, and that administration of his personal estate was committed to Sarah S. Kean, his widow, who afterwards married Looe Baker, who, and the said Sarah, now live in the city of New York. That no transfer of said shares, or any of them, has been made by them, or either of them, on the books or papers of the society ; and that no notice of any such transfer has ever been given to the society, to the deponent’s knowledge or belief. That neither the said Peter Kean, in his lifetime, nor the said administratrix, nor the said Looe Baker, nor the complainant, ever called for any dividends on the said shares, or requested any examination of the affairs of the society, or made any complaint of the acts, proceedings or. management of the society; nor has the complainant remonstrated to the said society against any of its acts or doings. That the deponent has heard, for many years, that there are disputes about the right to the said shares, and that divers persons have claimed an interest therein, and that he has always believed and now believes, that the only reason why the dividends on the said shares have not been called for, was the dispute about the right thereto. That no notice has ever been given to the society that the rights to the same have been adjusted. That the principal business of Paterson depends on the certain and regular supply of water to the mills; and that this water is under the entire charge of the society and its agents; and that the society is now engaged in making important alterations, and employing a good many hands. That there are important lawsuits now pending between the society and its tenants or grantees s and one, vital to the interests of the society, with the Morris Canal and Banking Company; and that he believes that the complainant’s bill has been contrived by persons employed as counsel for, or interested in the stock of said Morris Canal and Banking Company, to prevent the prosecution of said suit with effect. That the whole stock of the society is 2269 shares; and that he owns, either in his own name or in trust for him, 2019? shares, and that his son, Morgan G. Colt, owns 100 shares, and his sou, Thomas O. Colt, 100 shares. That Peter V. B. Livingston died in 1792, leaving a large number of children, and that if he, in his lifetime, had given to Peter Kean a power of attorney, it must have ceased to operate at his death ; and that the deponent has no recollection of ever having seen any such power of attorney.

The deposition of Joseph Smith states that he is, and has been for some years, agent of the society, and that he has charge of the books. That there is no stock standing in the name of John Kean on the books of the society. That 10 shares, and no more, stood in the name of P. V. B. Livingston. That on the 31st May, 1827, P. Kean, as trustee and attorney for P. V- B. Livingbton, transferred one share to P. Ricketts, and nine shares to P. Kean, and that these nine shares uow stand on the books in the name of P. Kean. That the whole number of shares of the society is 2269, standing on the books as follows:

In the name of R. L. Colt.................................2001?
“ “ R. L. Colt, Jr................................10
“ “ M. G. Colt..................................100
“ “ T. O. Colt............ .100
2211?

Leaving 57? shares not owned by Roswell L. Colt and his sons. That there is, this day, standing to the credit of Roswell L. Colt, on the books of the society, $2257.35, and that the said Roswell L. Colt is not indebted to the society, either on note, bond or otherwise, on this 11th December, 1845.

The second affidavit of Roswell L. Colt, made December 11th, 1845, states, among other things not necessary to be noticed, that he was not a director till 1814. That when he'became a director, the affairs of the society were in a bad state. That at a meeting.of the stockholders in June, 1814, the stockholders, on his motion, took into consideration the propriety of dissolving the society, and unanimously resolved that it was inexpedient, and that measures should be adopted to increase the funds of the society, so that they may renew their active manufacturing operations, and that the governor or deputy governor be authorized to sell such mill seats, house lots, buildings, <fec., as, &c.

That on the 15th November, 1793, one Abijah Hammond was elected treasurer, but declined to give security, and therefore, on the 15th April, 1794, it was resolved that his appointment be vacated, and that he be desired to pay the moneys in his hands' to the governor, and that the governor receive the same, or any other money due the society, and be authorized to sell and transfer such part of the stock of the United States Bank, standing in the name of the society, as will be sufficient to pay the drafts of Mr. Colt, the superintendent, (the defendant, Roswell L. Colt,) or- other debts which he may be authorized to discharge, and that he be vested with all the powers of cashier and treasurer. That no cashier or treasurer was ever after appointed, till lately, but the funds have been in the hands of the agent of the society, under the superintendence and control of the governor for the time being. That no loss has happened by reason thereof, and no complaint has been made by any stockholder. That lately, on the 1st December, 1845, the board appointed a treasurer, and have taken from him sufficient security, approved by the board, in $20,000.

That the society have disposed of the lottery right, and that all the moneys received for it or on account thereof, have been paid to the society and passed to the proper account on the books of the society. That the deponent has expended large sums in erecting mills, &e., whereby the prospects of the society have been very much improved. That no stockholder except the deponent has advanced a cent to aid the society, or improve the property, but that the deponent has had to advance all his energies and a very large amount of money for this purpose.

That in February, 1793, the directors appointed a superintendent, with a salary of $2500 per annum, and furnished him a suitable house, and authorized him to employ a clerk. That the deponent was appointed agent for the society in 1814. That the society have erected a large house on their ground in Paterson, which house and grounds are now in his occupancy. That the plants, shrubbery, &c., are a subject of charge by this deponent, to his own account, and not to the debit of the society, and is not deducted from the profits of the society. That the furniture and expenses of living are paid for bv him, out of his own funds, but he says he has never received any compensation for his services as governor, superintendent, or agent, until the board, on the 8th of July, 1839, in consideration of his services for near thirty years, resolved that a lease bo executed for the joint lives of Mr. and Mrs. R. L, Colt, of the mansion-house and grounds within the board fence, at a nominal rent of $100 a year, which lease has since been executed.

That he is now willing to purchase the said house and improvements at cost, and the lands attached thereto, at a fair price, if the society will make to him a fair allowance for his services, in lieu of said lease. That the society had out-lands which had been nearly unproductive, and have erected buildings thereon, stocked the farm and improved it, and carried it on, which, he is advised, they had a right to do; but if there has been any loss, either in the said mansion-house or the said farm, he and his sons suffer about ninety-eight per cent, thereof, and that the profit or loss of the said farm was to go to the society, and not to him individually.

That he has never invested one dollar of the society’s money in the stock of the Bank of the United States, and he does not recollect or believe that he has received or used any money from the society, except what he has been charged with by the society. That the society bought of him, about 1838, mills, &c., which he held, and most of which had been built by him out of his own moneys, or moneys he had borrowed on his own account, from Robert Oliver and others, to aid the society, amounting to $155,770.68, and also other property of great value to the society, for $60,000, and, from other causes, became indebted to him in a large sum; and, to secure him, the society directed bonds and mortgages to be given to him, but that such bonds and mortgages were afterwards canceled, and that, on March 16th, 1840, the society were indebted to him in $305,198.31.

That at a meeting of the board of directors, on that day, entries were made in the book of minutes of the society, as follows : An offer having been made by R. L. Colt to purchase certain, &c., for $200,000, resolved, that the society do agree to sell to said Colt the said house-lots, rents, &e., and reversions in fee, for $200,000, as of the 1st February last; and that, as to the said water rights where no mill seats are conveyed, the said Colt and his assigns shall have the privilege of using said water on any mill seat on the tier of mill seats for which they are now leased, and that said Colt be charged, on the books of the society, with said $200,000, as of the 1st February last.”

That at this meeting, five of the directors were present. That, being indebted, at that time, to the executors of Robert Oliver, he assigned the said leases, water rights, reversions, and mills to them, in payment of his debt. That this was done openly and fairly, under the directions of the Chancellor. That he has not re-purchased any of the property so assigned by him to the said executors.

That the board did direct five bonds to be given to him, in all, $80,000, to be secured by a mortgage, but they were after-wards given up and canceled. But the society is indebted to him, at this time, in $22,057.35, and that it will so appear by the books of the society. That of the stock belonging to him, 2001? shares stand in his name, and that they are not incumbered in any way. That he is not now embarrassed in his circumstances. That since his former affidavit, he has transferred ten shares to his son, R. L. Colt, Jr.

B. Williamson and W. Halsted, in support of motion.

They cited 1 Hill’s Ch. R. 390; 2 Johns. Ch. R. 30, 256; 1 Paige 396; 3 Ibid. 117; 8 Wheat. 421; 1 McCord 389; 3 Yerger 201; 8 Pet. 281, 286; 2 Story’s Eg., § 1252; 4 Russell 272, 562; 3 Paige 222, 233; 1 Johns. Ch. R. 26; 4 Price's Exch. R. 346; 6 Cranch 51; 1 Green’s Ch. R. 190, 191; 1 Edw. 84, 513; 1 Simons 27; 19 Johns. R. 477; 8 Cow. 387; 4 Johns. Ch. R. 104; Story’s Eq. Pl. 190, 191; 1 Myln and Keen 377; Dess. 154; 3 Atk. 564; 2 Story’s Eg., § 827, 831, 835, 836; 2 Sim. and Stuart 142; 8 Paige 475; 13 Vesey 105; 2 Bro. Ch. 157; 18 Vesey 283; 16 Ibid. 59; 3 Meriv. 697; 1 Ball and Beatty 75; 12 Vesey 4.

P. D. Vroom and E. Vanarsdale, Sr., contra.

They cited Drury on Inj. 137, 192; 6 Eng. Cond. Ch. 498; 1 Myln and Keen 61; Mitf 155; 3 P. Wms. 33; Ang. and Ames on Corp. 316, 344, 345; 1 Johns. Ch. R. 305; 1 Vesey 105, 131; 1 Bro. Ch. 303; 2 Johns. Ch. 238; 1 Eg. Ca. Ab. 73; 1 Vern. 31, 261; 1 Mad. R. 446; 1 Hopk. 599; Saxton 192; Grant’s Prac. 332; 7 Vesey 309; Saxton 157; 1 Green’s Ch. 173; 6 Johns. Ch. 160; Ambler 209; Saxton 369; 4 Johns. Ch. 21; 6 Ibid. 19; 1 Coxe’s Ch. 103; 18 Vesey 515; Saxton 718; Cooper’s Eg. R. 30; 12 Eng. Cond. Ch. 16; 16 Vesey 69, 70; 2 Edw. 286; 2 Paige 450, 351; Ibid. 438, 449; 6 Johns. Ch. 160; 2 Kent’s Com. 304, 305, note; 2 Johns. Ch. 389; 19 Johns. R. 473, 474; 1 Hopk. 360, 598; 2 Johns. Ch. 371; Saxton 186; Ang. and Ames on Corp. 510, 664; 2 Seh. and Lef. 607; 2 Mad. Ch. 188; 2 Bro. Ch. 158; 13 Vesey 108, 266.

The motion for injunction and receiver was argued on the bill and affidavits.

The Chancellor.

The motions are denied. To enter fully into an examination of the case at this time would, I think, be unwise. To authorize an injunction and the appointment of a receiver, there must be a well-grounded apprehension of injury about to be done. I see no sufficient cause of present alarm to demand the interposition of the court. The misconduct alleged in the bill occurred, if at all, several years since; too long since to be the ground of apprehension of impending mischief. No act is stated as now threatened, or misapplication of funds as about to be made.

Motions denied.  