cuit court of Cook county on June 15, 1891, to obtain possession of said stock and an accounting from the Farwells. The latter filed a cross-bill seeking to charge the stock with liens, and on January 30, 1896, the matters in controversy were settled and the suit dismissed. Among other things, the parties mutually released each other from all claims or demands. The Farwells paid Babcock $15,000, and delivered 10,000 shares of ordinary stock and 10,000 shares of deferred stock, at Babcock's request, to William H. Parlin. Certain of these shares were delivered to Babcock's creditors, at his request, in payment of his debts, and the rest remained in Parlin's possession until Babcock's death, on February 25, 1899. Babcock died testate, and the shares of stock, in accordance with his will, were transferred to the appellant and constitute the basis of this suit. In the meantime, on March 27, 1889, the company leased the Texas lands to the Farwells and Taylor for the term of five years from January 1, 1889, at an annual rental of fifteen cents per acre and five per cent of the value of the cattle on the land. The lessees were to manage the cattle on the land, develop and improve the land, provide water, pay taxes and keep up repairs. They might sell certain kinds of the cattle and use the proceeds for the payment of rent and other money required to be paid out by the lessees under the lease, except such sums as should be necessary to pay the interest on the debentures, London expenses and fixed charges of the company. They agreed to deliver to the company, at the expiration of the lease, not less than 150,000 head of cattle of the same ages and classes as the present herd.

The bill avers that the lands were operated under said lease at a loss, but that on July 29, 1892, the directors presented a report to the stockholders showing a profit, and a dividend of two and a half per cent on ordinary shares was declared and paid. On that day a new agreement was entered into terminating the lease on December 31, 1892;

reciting the fact that a large number of debentures were outstanding, some of which would become due in 1892 and others at different times thereafter; that the business upon the company's ranches conducted by the lessees showed an increasing profit, more than sufficient to pay interest on debentures; that the lessees had made advances of money and were willing to continue the business and guarantee sufficient profits to pay all expenses of the company and interest on its debentures and waive all claims for advances, except the right to be reimbursed from surplus profits above said expenses and interest. The lessees sold to the company their cattle, horses and outfit on the ranches and agreed to guarantee the payment of interest on the re-issue of any debentures, and the company agreed that the lessees, as its agents, should conduct the business of raising cattle on the company's lands and of buying and selling cattle, and out of the profits reimburse themselves for interest paid on debentures, pay the expenses of the company, pay any dividends declared by the company, reimburse themselves for advancements made in the purchase of cattle and deliver the surplus profits to the treasurer of the company. The company assumed no obligation with respect to said advances, which were to be re-paid solely from the profits of the business over and above the prior disbursements to be made therefrom, and when all said advances should have been re-paid, the lessees agreed to turn over to the company the ranches, with cattle thereon to the number of at least 150,000.

The bill charges that the recitals contained in the said agreement were fictitious, and insufficient to warrant its execution, and that the agreement was made in pursuance of a plan to obtain the profits of the business for the lessees; that in pursuance of such plan, on the 22d day of February, 1893, another agreement was entered into, reciting the maturing of a number of debentures of the company and the inability of the company to pay them; that

at a meeting of the debenture holders on January 10, 1893, a resolution was passed, which is attached to the agreement, and which provided for the extension of maturity of the debentures to December 31, 1907, subject to prior redemption at the option of the company, and that the rate of interest from January 1, 1893, should either be five per cent per annum, or, at the option of the holder, four per cent, the holder so electing to receive from the Farwells and Taylor twenty-five per cent of the face value of the debentures in fully paid up shares of the company at par, the interest on all debentures to be guaranteed by the Farwells and Taylor. By said agreement the Farwells and Taylor agreed to transfer to the debenture holders fully paid up shares of the capital stock of the company in accordance with the resolution, and further agreed to pay the interest on the debentures in case the company failed to pay it. The company covenanted not to declare or pay any dividends until all of the debentures had been redeemed or paid off. The bill alleges that there was no occasion for this agreement, as the income from the business on the ranches of the company was more than sufficient to pay all interest on said debentures; that the Farwells and Taylor were already bound as guarantors of the higher rate of interest on said debentures, and that the purpose of the agreement was to secure a reduction in the interest on said debentures, with the view that they might absorb all the income of the business of the company over the amount of the reduced interest, and also the application of the proceeds of cattle to the payment of debenture interest, whether such proceeds represented net profits or whether they impaired the capital of the company.

The bill alleges that the Farwells and Taylor became dissatisfied, and being aware that the consideration for the said agreement would not stand upon any just accounting, and without any valid reason therefor, caused the company, by its board of directors, of whom they formed a part and

whom they controlled, to enter into another agreement on July 12, 1894. This agreement is set out in full, its most material parts being as follows: After reciting the guaranty by the Farwells and Taylor (called the syndicate) of the payment of interest on all debentures from January 1, 1893, it is agreed that until all of the said debentures have become due, or until default in the payment of any of them, the syndicate shall manage the business of raising cattle on the ranches of the company; that they shall keep a minimum number of 120,000 head of cattle thereon, properly graded and the same as now thereon; shall sell and buy such cattle as shall be necessary to maintain the grade, and shall maintain and keep in repair the buildings, fences and equipment; that they shall, in addition to paying interest on debentures as provided by the contract of February, 1893, pay all expenses of carrying on the business, including the purchase money of cattle and other things bought, and shall render an annual account of all cattle bought and sold and of all expenses. They shall receive for their own benefit the proceeds of all the cattle sold by them, which shall be accepted in full satisfaction of all claim against the company for interest and money paid out under any clause of this contract, and the company shall have no claim against the syndicate for money received from the sale of cattle. When all the debentures are due, the syndicate will surrender its agency and hand over to the company the ranches, and all equipment, in good condition, and cattle to the number of 120,000 head, of the same grade as then on the ranch. If the cattle shall be less than 120,000 head or of a lower grade, the difference in value shall be paid to the company; if there shall be over this number of cattle, the excess shall belong to the syndicate. All amounts expended by the syndicate since December 31, 1892, for permanent improvements, shall be refunded to them. The syndicate waives all claims against the company and the company waives all claims against the

syndicate. It is recited that the agreement shall operate from January 1, 1893, and all other agreements in conflict therewith are superseded and abrogated. The account of the syndicate on the books of the company shall be closed on December 31, 1892, and shall show no balance on either side. It is agreed there were 128,259 head of cattle then on the ranches of the company.

Prior to the execution of the July 12, 1894, agreement, a draft of an agreement between the same parties had been prepared, bearing date February 6, 1894. The material parts of this draft were similar to those of the agreement of July 12, 1894, but it was not signed by the parties. Said draft recited that the syndicate claimed the company was indebted to it for £420,000 while the company claimed the syndicate owed it £38,000, and both claims were proposed to be settled by the agreement as drafted. The bill sets out, with much detail, that all of these agreements were procured to be entered into by the Farwells and Taylor for the purpose of enabling them to reap the benefits of all profits made, which were alleged to be very large. The bill seeks to avoid the effect of the settlement made by Babcock in 1896 by reason of the frauds alleged to have been practiced by the Farwells to procure it. It avers that at the time of her husband's death the appellant was of the age of sixty-six years and not familiar with business affairs, and that Babcock, at the time of making the settlement agreement, and for some time prior to his death, was in ill-health and incompetent to transact business affairs.

On June 9, 1901, the appellant caused to be served upon the Capitol Freehold Land and Investment Company a request that steps should be taken to annul the contract of July 12, 1894, and secure an accounting from the syndicate. No attention being paid to such request, she later filed a bill in the State of Texas for such relief. Answers were filed, and the case being called for trial, after evidence had been given, on the 8th day of April, 1902, it is alleged