New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1866-03-26
LAW INTELLIGENCE.
SUPREME COURT-sPLciiL TBHn-MGch H'-De'4 =
Iustice SUTHERLAND.
IIABrIITTEa AND DUTIES OF TRUSTEES ~ sroCl
or IL

SUPREME CouRT-spEciiL TsAx-MNeh H.-Bei.S.
Justice SUTHERLAND.
IABrITrEs AND DUTIES OF TRUSTEES ~ sroCK
HoLDERs-ARGUNENTs OF CoUN<61-
Francis B. Carpenter Administrator Of Glover &c,
at George ~. Danforth and snotbcr
This suit was brought 70 resdfhd the sale Of 1856
shsre Of the Nuina Bsn Note Company sod by the plain
tiff defendant ono the trustees Of the Company on
the rund tha, he ndan, suppressed niorna9n Of the
sentaions to fndaoe shr plaintiff 10 eel A.
The cas occupied three weeks on tho triaI and the en
Wa"sr argued that the sale Of the stock should
be rendrd abe ground 'ht the defendant erected ,ne save
ase confidence which the plaintiff reposcd IA him
Tba panm insisted that there was coneeamont Of facts on
bis duty to disclose and by taking undue sdvansee OF
his posNon IN reference to the stock thst pahI"lh "e
olir u compel sacrifice the stock IL would not
b. csss that the reduction two little children rom
afiurncs 10 poverty them chance 10 r
oover Mr. Danerth stood confidential reaon 10 IRE
children winch YOU'D 20 ente them Inc stock was eic
yopr the chi thor night 10 sbare In the MANAGE
.nt and profit. Of company. lie DID not claim that
director could purchase s;ok Of his company Bot De eSn'd
h this was where Iucary rrtion actuniy existed
illustrating the by the instance oil trustee purchasing m
himself the trust funds whe the eestni cue trust hen t
rah at his option 10 di.rm the transact On ana tat
~ such the fullest disclosure was necessary 20 maze
Transaction valid lie claimed that even ~ innocent a. IN
of sny material facts even po'h
pais 10 in isnorancr enough 10 dsafr and, uf
Their the Court not fully satisfied that an adj quite
tract II argued that becauae the defendant wa- not
Of the stock he had the right TO deal vim the SLIT al
-
tersp personal matter OF merely related TO the SUP
jet mattel they were mo- on such terms OF eqnay Is s
ished equity the had advantage the o'b.E 'd
woud not De- permitted % deal with the other at arms sn
lie as,rae,he by The dealing Of agent VITA rs
principle. attorney with his client g'ardan WIN
bic wArd the latter continuing 30 long a. The hnelcr o.
friends respect continues over the ward Three were
not eases relation Of trustee and eu que tus. Nor was
the case &C dealings between parent child which were
,crutaz with th- greatest jraouy let undue influence IN
applied ministers H. their deal with th and
pysicisn- in relation to tleir clint urd these rules ne
- . lfyff faef.t h.r
contract should be- rscinded lie cited cases aud sn'ho
ties rhow ttat ,ne drcors and trustees Of compons had
b. OF the stockholders, and IN
dduciay relation toward them. u was no sufficient excuse
the party the had sufficient knowledge OF the
aniadyeIson bat rot enough 20 prevent e
Court from resembling Hsneelcc 10 oba la such GfcnIn
sustain such contract. tbs position giyes him an ad
vsptsgc and II be eyails hmseh Of it h. Is gniy o.
Ill facts within his knoeeJse but all be could obuin when
he discuss the facts lie should expert to show mis-
representation. ~ defendant undue influence, taking
slganaso plaintiff having newly acquired the stock
aus hs ou,sid o. the walls. OF IN" stock
CHI drrn of the deceased OF sKlscDcy for H. purchase
by himself II pretended fairness in ending him g.
oh ain information while he knew could be opainsd
aypug himself Of th. paniif knowledge that no dividends
lad declared and conceain the i that they IN
under approximations q The uncertainty 81 the business
and hIu. BIZ main pipose urd'r prrense = Of 'e
when company the hight Of its property, That
h.rr TO the d'feudu, Zee should hove contend
Iot 20 Doe relied On AID finally that the price gye
b. Dniora wa Ia view Of ali the fenm'tances wholly Ia
/ NJ Wa. ~ " rt on behalf q the Dc f-ndlnt argued
al the trust relation u plaintiff snD'aror had notnns
% DO with " %" adnnist raier IN dealing wh III.
prona pa ny u be csae stood "a the position as 70 al
tie world h1t the n.tt ~ In the Hbsonte owner Of the
property. dealing with be TIE iT,n.scton
completed December icf2 The sr for is rescon
comnsnced la January 1915 oni preceded By dsmsi
or complaint Tn. dcienoani heard comp until whom
about etrrcisc BIZ Tsh' Of voting on hi. stock b" was
I l.. l4Va
r-ncr sd VIZ balirt Led none 81 iho.- exceptional Fra
tous ~ attorney crd c~ni guardian aud ward &c. which
hive been fe-i'ed lie no. jet % age, but intel
sent. educated with 81 tie opporuni,. If obtaining
In orinaon wnioh uoti n~n ayea n'h 81 thHy )ea Of
ss- artist, who lad lived year, ia Newton, aud
well .blr 70 take Of himself There 10 10 rae Of law 20
'nu., A.Irfoo ard In tn. same position a. any person
holding to beEehea rhi 20 tbs sock and Proposing 70
eel L. These 10 shsf.s wsFr Of comPiny Ia which
Mr clover Laibrn = toe original ipeoi por.ior That
company differed fom Other companies soe~hai IN this
th n VA. int. nded hs. tho k Of corporator. should
loo come INFO h. business. Now. the duty Of Mr.
Carpenter a. 10 into po'.on Of ihi socs to
.srsf,an Il. value dspcse II H. Tli. legal com.
puon aud .ci d q al nlk about e1grLcy crrasd By
a.. d-Iirni They roufuuuatei tbs bargain without the
nryeon Il any IL aer and they except to
yef..,.on tn only ..s,-s. That conycr.ation in
pressneo n Mr hl'a aud. though MT CsTpc throw.
doub, on b. t. want Of memofy Of H. I'm the want
OF memsry Mr. Carpenter important the test
mouy q both Mr Marshall and Nj Dsnio. The value Of
tie what tie company might thereafter 10 worth
or what prospects 4 the bank note business Of the
company were bat whl, worth Tor sale a. that marke,
AZ tt time The value OF the stock Of grain elevator
panv depend the whe crop Of the country but
on he opinions OF men where sale In there
gu 'on that Sir CspenieT bad tho intention to sell the
es,a. ard retain l. ard work IL for the estate In
rrncr when You get beyond the two wins'.e the mned
iigAnis. You q field of evidence unbiased but
sre you int, that nest Of witnesses, you get
the neat OF hostility 10 tina, the only two wne.srs
coming the c.upany who do mine., the fee
ins toward the defendant, Wyckon sad Marshall
.rsue they show friendly feeling toward tho plain.
,if bit only bitter feeling towsrd the defendant
Either p.e, dealt with each other the ound Of
and seller. there relation between them
prohibiting them from dealing arn'.eug,h with each other
claim the but II Tho second the fact, what
the reAionl Defendant, it is said. friend Of Mr.
Glover but tina, relation IL not recognized by law. Mr. Evar
argued great h thai there relation of'rn that
M Carpenter made inquiries from various parties ard from
those Who interested In IL, dealing in fact, with Mr.
Danfcrth til Gnd trsng TO Representa-
tons consulting Mr. Noowor,h and Mr. Oakley, the latter
being nearly possible In the very position in which Mr.
Glover, II alive would have been. That he also went 20 Mr.
Cole the cashier Of the American Exchange Bank and Mr.
have advised him Mr. Carpenter also goes 10 the company
The only restriction placed on him |. not that no shall
name All gentlemen been stand aud
Of them hs. animated that tho opinion they hcn
McDonou h Ms Marshasl gave him their opinions sell
the price offered All Of them agfd tina, tia, stock
not worth than par or any rate more than var and
interest They abe to buy 1t, and the company
abs buy it, There 100 shares waiting to be bought,
ysnced tina, he could do better by IT, Here
fully scquainted with tho value Of the sock-the best
qusnted with it' value ]. 1t not mon'trous to suppose
tia, there deceit TO its value IL 1t not supposns
that these gentlemen were them,ovs; perpetIa,ins
Did any 81 ta-ss seek TO purchase stock At price
higher than par and n,sre must be th they then .pcte
Danoh In stating that he desired to purchase control the
coming election and to turn certain officers Of the company
that he desired that the purchase be kept
ohsrwie his plans might be thwarted literally true All
s.d did he om TO make any inquiry that he bsv. made
he -sy. There s evidence that Dsnforh hsd not
cey tho same opinions relative to he value OF the stock
The counsel then reviewed Mr Danorths account which
the stock lilo did not regard Let q. important Sa, counsel
seemed az showing su earnest pursuit by tho defendant OF