Ft. Payne Rolling Mill v. Hill
| Decision Date | 07 September 1899 |
| Citation | 54 N.E. 532,174 Mass. 224 |
| Parties | FT. PAYNE ROLLING MILL v. HILL. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
W.H. Baker and Edward Lowe, for plaintiff.
J.W Spaulding and R.W. Hunter, for defendant.
This is an action to recover a sum received or retained by the defendant by way of discount upon debts of the plaintiff company, which the defendant settled. This discount was or might have been found to have been received by the defendant in pursuance of votes of the directors, by which he was employed to settle claims against the plaintiff company, and was to be allowed 5 per cent. of the face value of the bonds used in payment, and whatever discount he could get from the claims. He was a director, but took no part in the votes. The main question is whether, after the services have been rendered, a receiver of the company has the right, as matter of law, to avoid the contract under which they were rendered. The jury have found that all parties acted in good faith, and that the contract was not improvident. They may have found more specifically that the defendant advanced his own money to settle the claims, that the claims were secured by liens, and were being pressed, and that the company had no other way of raising money. We are not prepared to say that the receiver may avoid the contract now. If made with any one else, it would have been binding. It was not illegal or void because made with a director,--the only person likely to be willing to make it. In this country it very generally has been deemed impracticable to adopt a rule which absolutely prohibits such contracts. Nye v. Storer, 168 Mass. 53, 55, 46 N.E 402. Whatever small conflict of interest between himself and the company there may have been was no greater or other than that between a broker paid by a percentage and his principal. It was manifest, and must have been understood. The contract called for action outside the defendant's duty as director, or, at least, on the defendant's evidence needed such action before it could have any effect, for it was no part of the defendant's duty as director to advance his own money. Assuming the contract to have been a provident one,--as it well may have been, and as the jury have found that it was,--it seems to us not much more open to objection than a contract with a managing director to pay him a salary.
It is argued that the defendant did not...
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Winchell v. Plywood Corp.
...was made might have ratified it. See Union Pacific Railroad v. Credit Mobilier of America, 135 Mass. 367, 376-377;Fort Payne Rolling Mill v. Hill, 174 Mass. 224, 54 N.E. 532;Fillebrown v. Hayward, 190 Mass. 472, 478, 77 N.E. 45. An able statement of what seems to us to be the correct rule g......
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Puller v. Royal Casualty Company
... ... [3 Cook on Corp. (7 Ed.), sec. 649, 2015; ... Fort Payne Rolling Mill v. Hill, 174 Mass. 224, 54 ... N.E. 532; Bevier Coal Co ... ...
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H. B. Cartwright & Bro. v. U.S. Bank & Trust Co.
...Muller cites the following cases: Richardson v. Green, 133 U.S. 30, 10 S.Ct. 280, 33 L.Ed. 516; Ft. Payne Rolling Mill Co. v. Hill, 174 Mass. 224, 54 N.E. 532; Barnes v. Spencer & Barnes Co., 162 Mich. 509, 127 N.W. 752, 139 Am.St.Rep. 587; Figge v. Bergenthal, 130 Wis. 594, 109 N.W. 581, 1......
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Bro v. United States Bank & Trust Co. Cartwright v. United States Bank & Trust Co. H. B. Cartwright & Bro. v. United States Bank & Trust Co.
...Appellant Muller cites the following cases: Richardson v. Green, 133 U. S. 30, 10 Sup. Ct. 280, 33 L. Ed. 516; Ft. Payne Rolling Mill Co. v. Hill, 174 Mass. 224, 54 N. E. 532; Barnes v. Spencer & Barnes Co., 162 Mich. 509, 127 N. W. 752, 139 Am. St. Rep. 587; Figge v. Bergenthal, 130 Wis. 5......