majority"> MekriMON, C. J.:

The cause of action alleged in the complaint consists, in substance, of the alleged false and fraudulent representations of the defendants made to the plaintiff in the paper-writing, a copy of which is set forth above, and otherwise as to the condition, circumstances and solvency of the corporation therein named, which the plaintiff reasonably believed to be true, and whereby he was fraudulently misled and induced to buy the shares of stock mentioned of the defendants in that corporation, which were realty of no value, and to convey to them his tract pf land mentioned of large value; and further, of the false and fraudulent -warranty of the truth of such representation made by the'defendants to the plaintiff as additional inducement to him to buy such stock of no value.

There was evidence for the plaintiff, on the trial, tending to prove that the representations made by the defendant to, him in the paper-writing and otherwise were not true; that .the corporation was insolvent; that it was not prosperous, but declining; that its indebtedness was greater and its resources less than represented; that the dividend mentioned vras not declared out of the net earnings of the corporation, and that the defendants knew'these facts; that they encour *557 aged and induced the plaintiff to believe these representations and to close the proposed transaction. There was evidence for the defendants tending to prove the contrary.

In this state of the case the presiding Judge said “that, as the plaintiff had not had the books of the corporation examined by an expert book-keeper, he would instruct the jury that the plaintiff was not entitled to recover.” In this there is error. The plaintiff was not concluded by the fact that he did not have such examination made. He was not bound to verify the representations made; he might, as a matter of caution, have done so, but he might not unreasonably believe, rely and act upon the plain, pertinent and material statements made by the defendants to him in the paper-writing and otherwise. If the plaintiff believed them to be true, and acted upon them, and the defendants knew them to be false, and intended fraudulently thereby to induce the plaintiff to purchase their shares of stock, of no value, at .the price he paid for them, he might recover, notwithstanding he did not cautiously have their representations verified. Such verification was not intended for the benefit of the defendants; much less was it intended to shield or relieve them from liability for fraud and deceit they might perpetrate upon the plaintiff. The paper-writing, and particularly the last clause of it in respect to the verification of its statements, might,taken in connection with other evidence favorable to the defendants, be evidence of their good faith and going to prove that the plaintiff did not rely upon their representations; but, on the other hand, the same might, along with other evidence favorable to the plaintiff, be evidence of a fraudulent contrivance to deceive and mislead him. Fraud is protean in its devices and endless in its shifts and subterfuges. What is evidence of it, or its absence, oftentimes depends more or less upon the condition-of matters and things material and’ the attending circumstances. In one aspect of the evidence in this case, accepted as true, the *558 material representations in the paper-writing in effect made to the plaintiff, and other like representations otherwise made to him by the defendants, were grossly false and so within their knowledge. And- it might be fairly inferred, from the nature of the matter and the evidence, that the paper-writing, and particularly the last clause of it, was an artful shift to mislead and deceive the plaintiff, a man little familiar with such matters, as to the sincerity and good faith of the defendants in respect to the proposed sale of the shares of stock mentioned. In another aspect of it more favorable to the defendants, the paper-writing, and especially the last clause of it, would be evidence tending to show their good faith, and that the plaintiff, in buying the shares of stock and the sale of his land, relied upon his own judgment and information gathered from other sources than the defendants. If the defendants knew that the representations made by them in the paper-writing and otherwise, as in evidence, were false — as the evidence, much of it, tended to prove — it would be most unreasonable to infer that they intended or expected the same to be verified or scrutinized. On the other hand, in view of parts of the evidence, the reasonable and just inference would be that the last clause of the paper-writing was inserted to simulate great fairness and candor on the part of the defendants, and thus the more successfully entrap, deceive and mislead the plaintiff, a man, as the evidence tended to show, not familiar with such matters. Such view of the evidence would be strengthened by the fact that the verification suggested was to be made by an expert bookkeeper, at the expense of the plaintiff. Shrewd men of experience might think and expect that a man of small experience, after such flattering representations, would not have such verification made at his own cost.

Hence, the paper-writing, including the last clause of it, was simply evidence. It did not conclude the plaintiff, as the Court intimated it did.

*559 There is, therefore, error. The judgment of nonsuit must be set aside and the case disposed of according to law. To that end, let this opinion be certified to the Superior Court. It is so ordered. Error.

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