Quinn v. Burton
| Decision Date | 15 May 1907 |
| Citation | 195 Mass. 277,81 N.E. 257 |
| Parties | QUINN v. BURTON. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Jas H. Murphy, for plaintiff.
Stephen H. Tyng, for defendant.
In the former decision of this case, it was held upon the evidence reported, 'that the jury were not warranted in finding that the customer told his broker that he would make the exchange,' and the ultimate question whether if this had appeared a commission had been earned, was left undecided. Quinn v. Burton, 188 Mass. 466, 469, 74 N.E. 942. At the second trial, while there was evidence from which the jury could find that the customer had consented to make an exchange, it was for the first time also disclosed, that without the knowledge of their respective principals, the brokers had agreed to put the commissions received by each into a common fund, which was to be divided equally between them. The jury having been instructed that if this agreement was proved the plaintiff could not recover, his exception to the correctness of this ruling presents the question to be decided. It is a principle universally recognized, as founded not only on common business morality, but on a sound public policy, that persons who act in a representative capacity, whether styled executors, administrators, trustees, or agents, are not permitted in the performance of their duties to put themselves in a position antagonistic to the interests of those whom they represent. Oberlin College v Fowler, 10 Allen, 545; Hayes v. Hall, 188 Mass 510, 511, 74 N.E. 935, and cases cited; Staats v. Bergen, 2 C. E. Green (N. J. Eq.) 554, 558; Union Stockyards Bank v. Gillespie, 137 U.S. 411, 423, 11 S.Ct. 118, 34 L.Ed. 724; Ex parte Lacy, 6 Vesey, 625. If in fact, their principal suffers no harm, or may have been benefited, this inquiry is unimportant, as the object of the law is, to secure fidelity in the discharge of fiduciary duties, uninfluenced by considerations which necessarily are corrupt in their tendencies. Harrington v. Victoria Graving Dock Co., 3 Q. B. D. 549. An agent who places himself in this situation creates the opportunity and is exposed to the temptation, of taking advantage of his principal. In attempting to serve two masters, the presumption is that he will act for his own mercenary interest, and by assuming a double relation he becomes disqualified to perform faithfully the services for which he was originally employed, and his conduct is fraudulent. New York Central Ins. Co. v. National Protection Ins. Co., 14 N.Y. 91; Reed v. Norris, 2 Myl. & C. 361. But where at the inception of the contract his adverse position is known, or afterwards upon being disclosed, his employment is continued such consent waives the effect of the double character of the agency, and permits him to recover for services. Holcomb v. Weaver, 136 Mass. 265; Burr v. Beacon Trust Co., 188 Mass. 131, 133, 74 N.E. 300. There was evidence from which the jury could find that the plaintiff was given discretionary power as to the valuation which should be placed upon the defendant's property, and he is to be considered throughout as an agent, rather than as a middleman to bring parties together, where each desires to exchange his property for that of the other, but who eventually make their own contract. In such a transaction the broker not being the agent of either, but merely a medium by which they are put in communication, may properly receive a commission from both. Rupp v. Sampson, 16 Gray, 398, 77 Am. Dec. 416; Hooper v. California, 155 U.S. 648, 15 S.Ct. 207, 39 L.Ed. 297. If the proposed customer which the plaintiff claims he secured, had agreed to pay him a commission, if an exchange could be accomplished, such an agreement, if undisclosed to the defendant, would have been in violation of his agency. Walker v. Osgood, 98 Mass. 348, 93 Am. Dec. 168; Holcomb v. Weaver, ubi supra. But the exact form of the transaction whereby an agent disqualifies himself, is not of controlling importance, as the true test is, whether directly or indirectly he has voluntarily assumed such inconsistent relations with other parties, that he cannot longer impartially and honestly discharge his original duty.
The plaintiff contends that the...
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