New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1859-02-03

tLat, cO9sIceriDg the relations OF oecfuaa ano
Desa, and the facts alleged respecting Dean and
not delied, that whether Desn ac'ed for hmself
or Others, be, or IN the latter Gaze ms principals,
must Do considered as privy to the whole
transaction, from beginning TO end If no!
indeed psrticipators in bringing il about.
20 much berg established, It remained only to
decide IS 20 the conduct Of Sherman. The rule
tina. forbids trustee or sgen. TO become pur-
chaser from himself, Of property heldSss agent or
trustee, is perfectly well established The law viii
not sIow any man to unite 10 himself the two con-
dieting characters of buyer and seller, or TO expose
himself 70 the temptation Of sacrificing the interests
Of those for whom ne ac.s for the sake Of promoting
bis own interest.
The law, therefore, holds 81 sales Of this sort
vcdabe at the option Of the party for whose bene-
TT the trust exists and that without stopping to
inquire into the adequacy Of the price paid or the
rtsscnableress Of the bargain. A trustee has no
right even TO entertain the idea Of purchasing for
his own benefit property which he holds as trustee.
This rule, so clear on general principle, is abun-
dartly established BY decided cases, both in this
cOuDtry AID England, and there are The strongest
reasons Why, Instead of being relaxed, it should be
maintained in its utmost stringency to directors
il stock companies. Nor does il make any differ
euce whether the trustee purchases for himself or
for another. He is equally incspactated to do
either; nor does il better his case that he is only
one Of several trustees.
But it is set up in this esse that the purchase was
rat fed by the stockholders. 1t is true that where
the party for whose benefit q trust exists is per-
sonslIy deal. with some relaxation Of the above
stated rule is allowed. But the trustee. in that
case. i. bound TO show that be took no advantage
whatever of BIS position; that the price was en-
TREY adequste; tina. nothing Was concealed, and
that the whole transaction was above any sus-
picion Assuming that, in consequence of the sub
sequent ratification, the case sto,d on the ground
of sale made by the stockholders directly, the
Judge did not think thst this sale had been brought
within the rules above stated. Sherman does not
show that be took no advantage of his pOsitiOn
that he gave all the information he possessed; that
he advised with the stockholders as he would have
done if another person had offered to buy. Neither
does be show that be paid an adequate price. by
bis silence on that score he admits the charge that
the price vas grossly inadequate. Tue alleged con-
frmaton by the stockholders does appear t. the
Judge to have been made, as it must have been
TO be efectuAi, with a full knowledge of all
tie circumstances known TO Sherman himself.
The omission TO GO mmu nicate these facts, whether
designed or not, was suppression oil the truth
fatal 10 the ratification. Nor does il appear that,
such as il was, quorum of the stockholders par
tcipated in it, The proxies at that meeting were
only for the choice of officers and the ordinary
business. Those who held them had no right to
act for the absent stockholders IN the matter OF
confirming the sale to Sherman. But, even If the
confirmation had been made by legal nijority of
tie stock holders the ratification of such majority
would not bind the minority; and the confirmation,
10 be valid, must be concurred in by all. The
whole of that procedure, whatever it was, appears
to have gone on a mistaken idea on the part of the
stockholders, that they were bound to what had
been already done; and even complete ratif
cation, made under such misapprehension, would
have no binding effect.
Upon the whole, the Judge arrives at the con-
clusion, entirely clear to his mind that the deed
and contract cannot BE- sustained, and that quite
independent of the charge of fraudulent intent set
forth in the complaint, which poirt he does not
think it necessary to consider Fraudulent inten-
ton or no fraudulent intention, Sherman is in pos
session of property which the plaintiffs have right
to reclaim, aud the Judge therefore grants the
ton for continuing the injunction until final judy
ment in the Gaze.