Rea v. Copelin
| Decision Date | 31 October 1870 |
| Parties | REA AND DOHRMAN, Appellants, v. J. G. COPELIN, Respondent. |
| Court | Missouri Supreme Court |
Appeal from St. Louis Circuit Court.
Cline, Jamison & Day, for appellants.
I. By reason of his fiduciary relations, defendant's claims, as set up in this case, are rendered absolutely fraudulent and void. The law will never permit any one who acts in a fiduciary capacity to make the least profit or speculation out of the trust property or out of the relation he sustains to the subject-matter of the trust or his relations to it. (Sims v. Brittain, 4 B. & Ad. 375; Owston v. Ogle, 13 East, 538; 1 Young, 362.) Agents can not act so as to bind their principals when they have an adverse interest in themselves.
II. The plaintiff and defendant stood toward each other in the relation of partners or quasi-partners in the building, equipping, and running the Deer Lodge, and the law of partnership will apply to it in so far as to render them liable to account to each other as such.
Rankin & Hayden, for respondent.
I. The defendant, Copelin, was not in any sense a trustee for Rea and Dohrman. The evidence shows he was a merchant, contractor, common carrier on his own account, and the owner of many boats; that he made, by his own resources, through contracts, the gains of which defendants never claimed. The Deer Lodge, or any other boat, or horses and wagons, were used to carry goods parts of the way, as occasion demanded. These were merely tools by which the work was done. But the referee, personifying the boat, found that Copelin was acting “for the boat;” argued thence that he was “the boat's agent,” and then assumed that Rea and Dohrman were “the boat,” and therefore the principals of Copelin. But, in fact, the boat was a chattel and Copelin tenant in common of six-eighths of it. If Copelin was “agent of the boat,” as he was himself the boat (at least six-eighths of it), he was an agent who was his own principal. But this is not all. As Copelin was thus acting merely “for others,” and as those others were minority owners, while he was a majority owner, we have the case of a majority owner (to whom the law gives power to control the boat) becoming agent of those whom the law places under his control. The maxim omne majus in se minus continet is here reversed. The rule of law invoked by the other side, we admit; but it has no application here. (See Wallace's note to Pitt v. Mackreth, and Fox v. Mackreth, 1 Lead Cas. in Eq. 172, 209.) Copelin was acting for himself, as he had a right to act. The fact that, while managing his six-eighths, he did things which affected the two-eighths, was a physical necessity which must exist in every case where a chattel is owned by more than one person.
Furthermore, the law of shipping gives the majority owner the right, by virtue of his ownership, to take, hold, and control. (Sto. Part., §§ 427-8; Abb. Ship., ch. 3, § 2 et seq.) By this law Copelin was in no sense ship's husband. He was majority owner. (Abb. Ship. 121; 5 Burr. 2727; 2 Stark. 345; 8 Wend. 144; 7 B. Monr. 595.) No case can be found where it is held that a majority owner is trustee for minority owners. It is not pretended that Copelin was ever appointed agent, trustee, or ship's husband. It is assumed that he so acted, and the evidence shows he acted for himself. What applies to a partner ought, a fortiori, to apply to a part owner; and even a partner is not held as agent or trustee for his co-partners in such cases. (Glassington v. Thwaites, 1 Sim. & Stu. 124; Wheeler v. Sage, 1 Wall. 518.)
II. If the defendant was in any sense a trustee for the plaintiffs, still the contract between him and the government did not inure to plaintiffs. There is no one point of connection between this contract and the plaintiffs'. Even the referee finds that the contract was solely that of defendant; was made in perfectly good faith, and without any reference to the Deer Lodge. If the contract was defendant's, could not he select the tools to perform it? He was at liberty to choose his own boat. The notion of the referee seems to be that the defendant's contract inured to plaintiffs when the Deer Lodge was selected. But the defendant, by selecting another boat or chartering a stranger's, could have kept the plaintiffs from any share in the contract. If so, what becomes of “the policy of the law,” which requires “the most unselfish and disinterested fidelity of the agent ( i. e., the person who owns only six-eighths) to the interests of his employer” ( i. e., the person who owns two-eighths)? How can this “policy of the law” be subserved, when the very knowledge that this is the rule will at once enable the majority owner to avoid it and its consequences by selecting another boat? Again, on the referee's theory, what becomes of the principle, qui sentit commodum sentire debet et onus? All the burdens of this contract are borne by Copelin. He alone made it and gave the heavy bond required by the government for its performance. He alone, by reason of his teams, etc., in the upper country, could insure transportation. If disaster had ensued, his bond would have been resorted to. Government was ignorant of the existence of Rea and Dohrman, who waited, allowed others to labor, and, without risk to themselves, ask now to reap where others have sown. Such is the doctrine of “inurement.” The rule invoked by plaintiffs can not be applied to the circumstances of this case. On this point see, generally, Knight v. Majoribanks, 2 McN. & G. 10; Cane v. Lord Allen, 2 Dow, 289; Edwards v. Meyrick, 2 Hare, 68; Lord Selsay v. Rhodes, 2 Sim. & Stu. 41, 50; Maloney v. Kernan, 2 D. & W. 31; Farmer v. Brooks, 9 Pick 231; Spindler v. Atkinson, 3 Md. 409; Hawker v. Cramer, 4 Cow. 719, 740; Poillon v. Martin, 1 Sandf. Ch. 572; Stewart v. Kissam, 2 Barb., S. C., 505; Bolton v. Gardner, 3 Paige Ch. 279.)
The counsel for the respondent, in their argument in this court, have abandoned all objection to the report of the referee except the first in the series, which objection was decided in their favor and sustained by the Circuit Court. On the sustaining of that objection, and the modification of the judgment in conformity thereto, the plaintiffs appealed to this court. The suit was for an account growing out of the earnings on a certain trip of the steamboat Deer Lodge, of which the appellants and the respondent were respectively the owners. The appellants owned each one-eighth part, and the respondent owned the remaining six-eighths.
The referee found as facts from the evidence that on or about the 30th of May, 1866, the respondent, in his own name, entered into a contract with the United States military authorities at St. Louis, whereby he bound himself to transport one hundred and fifty tons of quartermaster's stores from St. Louis to Fort Benton within one hundred days after the 10th day of June then next, unavoidable dangers and accidents only excepted, for which he was to be paid fifteen cents per pound if the transportation should be wholly by water, but if partly by water and partly by land, then twenty-one cents per pound. The contract was not made with reference to its being performed by the Deer Lodge, which boat was not at that time in port. But before the respondent had procured any other vessel for the service the Deer Lodge came into port, and he thereupon caused the stores for Fort Benton, together with fifty tons of other government freight contracted to be delivered at points below that place, to be put aboard that vessel, to be transported to its destination by water, if practicable, but if not, then to such point on the river as the vessel could reach safely, without any agreement or understanding with the...
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