Syllabus.

decisions would hold a corporation responsible for all negligent acts of its agents, subordinate to itself, when exercising authority and supervision over other employés. The latter course of decisions seems to me most in accordance with justice and humanity to the servants of a corporation.

I regret that the tendency of the decision of the majority of the court in this case is in favor of the largest exemptions of corporations from liability. The principle in the Ross case covers this case, and requires, in my opinion, a judgment of affirmance.

MR. CHIEF JUSTICE FULLER dissenting.

I dissent because, in my judgment, this case comes within the rule laid down in Chicago, Milwaukee &c. Railway v. Ross, 112 U. S. 377, and the decision unreasonably enlarges the exemption of the master from liability for injury to one of his servants by the fault of another.

PATRICK v. BOWMAN.

UNITED STATES FOR

APPEAL FROM THE CIRCUIT COURT OF THE

THE EASTERN DISTRICT OF MISSOURI.

No. 157. Argued March 22, 23, 1893. — - Decided April 24, 1893.

B., an attorney at law, residing at St. Louis, went to Leadville, Colorado, on business of P. While there he obtained knowledge of a mineral tract, and after communicating with P., he acquired a part ownership in it on behalf of P. and himself. P. came to Colorado and took charge of the development of the property by sinking a shaft, the proportionate part of the expense of which was to be borne by B., who then returned to his business. Subsequently a correspondence by mail and by telegraph took place between P. and B., which ended in the acquisition of B.'s interest by P. The property became very valuable. When B. learned this he filed a bill in equity to set aside his conveyance to P., as having been fraudulently obtained, and for an accounting, and for the payment of his share of the profits to him by P. On the correspondence and other facts

Statement of the Case.

in evidence, as recited and referred to in the opinion of the court, Held, that the evidence showed that the parties had made a complete settlement of their rights under the contract, and that B. had parted with all his interest in the property, and the bill must be dismissed.

When an offer is made and accepted, by the posting of a letter of acceptance before notice of withdrawal is received, the contract is not impaired by the fact that a revocation had been mailed before the letter of acceptance.

THIS was a bill in equity originally filed by Bowman in the Circuit Court of St. Louis, and subsequently removed to the Circuit Court of the United States, against William F. Patrick and James M. Patrick, to rescind a sale made October 19, 1882, by Bowman to William F. Patrick, his then partner, of a interest in the Col. Sellers and Accident mines at Leadville, Colorado, and for an account of profits received by Patrick from that interest. The theory of the bill was that Patrick had concealed from the plaintiff the discovery of ore in one of these mines in the summer of 1882, and thereby induced him to part with his interest at much less than its value.

The facts of the case were substantially as follows: In February, 1882, Bowman, then a resident of St. Louis, Missouri, and temporarily in Leadville on legal business, as attorney of William F. Patrick, was introduced by one William H. Wilson, a mining promoter, to one Stebbins, who with others owned two adjacent mining claims in Leadville known as the Col. Sellers and Accident claims, upon which no shaft had then been sunk to mineral, and it was then unknown whether the property had any value. The owners were looking for some one who would sink a shaft for a share in the property. Bowman, at Stebbins' request, visited the property, was pleased with it and its surroundings, and soon afterwards asked Patrick to join him in sinking the shaft. The result was that on February 17, 1882, an agreement was entered into between Stebbins and the other owners of the mine upon one part, and Bowman and Patrick upon the other, by which the latter undertook, in consideration of an undivided one-half of the property, a deed of which was deposited in escrow, to sink a shaft on the property to limestone in place or bed rock, if pay mineral

Names of Counsel.

should not be sooner found, and to obtain patents from the United States to said property, and further agreed to commence work in sinking the shaft within thirty days from the date of the contract. It seems the mineral in that district lies in nearly horizontal bodies, at the contact between porphyry and limestone, the porphyry being the overlying rock and of varying thickness. The shaft was to be sunk through the surface earth and gravel known as "wash" and the porphyry. The indications are generally apparent in the shaft, if there be an ore body below and it be near, the porphyry becoming iron stained, and sometimes small seams or stringers of mineral are found in the porphyry leading to the mineral body below.

Bowman and Patrick were, between themselves, to be equal partners in the venture, each paying half of the expenses. Patrick, living at Leadville, was to superintend the sinking of the shaft, and keep Bowman advised of all that should happen. in the partnership venture. In March, 1882, and for some time afterwards, Patrick was indebted to Bowman for money advanced by him on account of certain legal business then in his charge. Bowman returned to St. Louis and did not meet Patrick again until June 19th, when they had a settlement, at which Bowman exhibited a willingness to sell out his interest to Patrick. A correspondence, both by letter and telegram, began soon after that date, which is fully set forth in the opinion of the court, and which resulted in a deed by Bowman of his entire interest in the property.

Upon the hearing in the Circuit Court upon pleadings and proofs, a decree was entered setting aside the sale, and adjudging that William F. Patrick refund the sum of $57,099.69, the amount of profits received by him on Bowman's interest to March 19, 1889, the date of the final decree. 36 Fed. Rep. 138. From that decree Patrick

appealed to this court.

Mr. Charles C. Parsons for appellant.

Mr. E. McGinnis for appellee.

Opinion of the Court.

MR. JUSTICE BROWN, after stating the case, delivered the opinion of the court.

This case turns upon the question whether the correspondence between these parties subsequent to the execution of the contract of February 17, 1882, and the conduct of Bowman in that connection indicated a completed understanding between them, prior to the discovery of ore in paying quantities, that Patrick was to purchase Bowman's interest.

The theory of the plaintiff in this connection is that Patrick, being present on the spot, and having the sole charge and management of the sinking of the shaft, was bound to keep the plaintiff advised of the progress of the work and the prospects of the mine, pending the negotiations for the purchase of his interest, and that, having failed to apprise him of the discovery of a large body of ore on the 31st of August, the sale subsequently made was fraudulently procured and should be annulled. The defendants do not dispute the legal principle laid down by this court in Brooks v. Martin, 2 Wall. 70, that where one partner is present in sole charge of the business, while the other is at a distance, in order to sustain a sale of the absent partner's interest it must be made to appear that the price paid approximates a fair consideration for the thing purchased, and that all the information in the possession of the purchaser necessary to enable the seller to form a sound judgment of the value of what he sells should be communicated by the buyer to him. Defendants, however, claim, that the parties had reached an understanding as to the terms and conditions of the sale before the discovery of the ore, and that William F. Patrick was under no obligation to apprise plaintiff of this fact; that even if the plaintiff had a right to rescind the sale, he did not act with sufficient promptness, and that his failure for four years to institute these proceedings should debar him from a recovery.

The nature of the defence in this case requires a statement somewhat in detail of the succession of events following the contract of February 17, 1882, and of the correspondence between the parties. Bowman seems to have left Leadville

Opinion of the Court.

the day following the execution of the contract with the understanding that Patrick should remain there, and superintend the opening of the shaft-in short, that he should be the resident partner of the enterprise. He and Bowman were each to contribute one-half, and to have an equal interest in the venture. On March 25th, Bowman sold to James M. Patrick, brother of the defendant, William F., one-third of his half interest, in consideration of Patrick paying one-third of Bowman's share of the cost of sinking the shaft, Bowman agreeing to make all necessary advances for the first year, and Patrick agreeing to repay him the sums so advanced. Bowman did not return to Denver until early in May, having in the meantime received several letters from William F. Patrick, giving a general idea of the progress of the work, and of certain litigation connected with the property.

At this time, Wilson claimed that he had introduced Bowman to Stebbins, and had been instrumental in procuring for Bowman the contract for an interest in the property, and that in fairness Bowman should let him have a share in this contract. Bowman assented to this, and assigned to Wilson a one-fourth interest. At this visit, too, a settlement seems to have been had in which it was agreed that Bowman would owe Patrick $288.70, if Wilson paid his assessment, and $465 if he did not. And, as Patrick says, "the understanding between Mr. Bowman and myself was that I was to draw for either $465 or $288.70." Wilson's time to pay would expire May 18th. On May 13th, Patrick drew on Bowman for $465. This draft was presented for payment on May 15th, when Bowman telegraphed to Patrick: "Must know Wilson's conclusion. Rebates not satisfactory. Answer at once;" and on the same day wrote to Patrick as follows: "Wilson made a claim for an interest in the Col. Sellers and Accident. I yielded to his request. He named the interest and promised his share of the money. You were to collect of him, or forfeit his claim for non-payment. Your brother's interest I agreed to carry, and am willing to, but now you draw on me without collecting of Wilson or securing his relinquishment. This much I expected you to do. I have