25 Wis. 551 (Wis. 1870), Pickett v. School Dist. No.

Citation:25 Wis. 551
Opinion Judge:BYRON PAINE, J.
Attorney:Henry S. Magoon, for appellant, P. A. Orton, Jr., for respondent,
Court:Supreme Court of Wisconsin

Page 551

25 Wis. 551 (Wis. 1870)




Supreme Court of Wisconsin

January, 1870

Page 552

APPEAL from the Circuit Court for La Fayette County.

In February, 1858, the clerk and treasurer of the defendant school district, constituting a majority of the board of directors thereof, entered into a written contract under seal with the plaintiff, who was then the director of said district, by which contract plaintiff undertook to build a school-house for the district, in accordance with a certain plan and specifications, and to furnish the same by the first of June following, for which he was to receive $ 453. The inside work upon the building was unfinished upon said first of June, and was never finished by him; but he claims that this was solely through the fault of the defendant. Some time in 1868 (apparently), he brought this action to recover the balance alleged to be due on the contract price, after deducting $ 78 already paid. Numerous questions were presented by the record which became unimportant here. The defendant insisted that the contract was void, and that any claim on a quantum meruit was barred; but the court instructed the jury, that, while plaintiff could not recover on a quantum meruit, the contract was valid.

Verdict for the plaintiff; new trial denied; and defendant appealed from a judgment on the verdict.

Judgment reversed and cause remanded.

Henry S. Magoon, for appellant, to the point that the contract was void because of the fiduciary relation which the plaintiff bore at the time to the district, cited Dunlap's Paley, 10; Story on Agency, § 210; 1 Parsons on Con. 74, 75; Stone v. Hayes, 3 Denio 579; Morrison v. Railroad Co., 52 Barb. 173; Abbott v. Am. Rubber Co., 33 id. 578; Van Epps v. Van Epps, 9 Paige 241; Wormley v. Wormley, 8 Wheat. 421; 1 Russ. & Myl. 53; 11 Bligh 397, 418; 4 East, 577, n.; 3 Story C. C. 181, 290; 1 Story's Eq. Jur. §§ 315, 316, 465; Willard's Eq. Jur. 605.

P. A. Orton, Jr., for respondent, argued that under the statute it was competent for a majority of the board to enter into such a building contract, under subd. 2, sec. 1, ch. 4, R. S. 1849; and that the district had ratified the action of the board by accepting and continuing to use the building. Mills v. Gleason, 11 Wis. 470; Cady v. Watertown, 18 id. 323.


Page 553


We think there is one fatal objection to the plaintiff's right to maintain this action, which renders it unnecessary to consider any of the other questions discussed. That is, that inasmuch as it appears that the plaintiff was himself the director of the district at the time the contract was let, and took part as such in the proceedings to let it, it was against public policy to allow him, while holding that fiduciary relation to the district, to place himself in an antagonistic position, and obtain the contract for himself from the board of which he was a member. The general principle upon which this proposition must rest is, that no man can faithfully serve two masters, whose interests are in conflict. And as men usually and naturally prefer their own interests to those of others, where one attempts to act in a fiduciary capacity for another, the law will not allow him, while so acting, to deal with himself in his individual capacity. This principle has been most frequently illustrated in cases of sales by officers, agents and trustees, in all of which it has been held that they cannot become the purchasers, because this would allow their interests to come in...

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