, 1873-01-04

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to DO famillar),, lo must Buffor nl tho conso-
q''oncea OF tho ilogallty. Tho presumption is
all tho stronger bocauso N1r. scammon WAS not
only Director, but nlonbor Of tho Executive
Committee md n mombor OF tho It,yoatmont
Committee. In tho latter capaoity, ho llad ro-
ported to tho Dmootora tlat ".le cnpitat stock
| Ut tho Company was inycstotl md properly
| Hoourod."
| u. Directors Of corporations aro TrustcoB,
mud any contracts they nny cntor into viii, tho
corporation muBt DO regarded with suspicion
and diBfnvor. Tho fairness md Justice Of tho
contract nuBt 10 olenrly shown. Mr.. Bcnnmon
wan essentially an ngont and Truntoo OF tho
| Company on account Of the number Of rromi-
nons ard ronponsib1o positions which ho hold In
tho corporation. As matter Of fact, llo man
| aged tho Affairs Of tho Company protty much rs
ho plonsod. Tho money which ho held was ro-
ported to tho stockholders and published to tho
| world aH " cash on hand " or "cas1l In bank"
1t Was charged Oil the books to tho Troasuror
| Ho Wae President Of tho Mechanics National
banl' whoro tho funds woro dopoaltod THO
money was not paid to him, but placed in tho
bank, and drawn out over tho counter Of tho
bRnk. Do far from showing tho fairnosB and
justice OF tho nllogod contract, thogo
factH .placo scatnnon unquoBtionably in tho
position OF TruHtco, making uao Of tho money
without giving security, without o contract
(Which would haTo boon illegal II n,ndo III tho
way ho claims), and cloarly accountable to tho
Company whom solvent, or to it's creditors as q
! bankrupt. 4 number Of caeos in Inv woro cited
In proof OF tho principle TINT tho agent or Trus-
too Of corporation cannot thus avail hitusolf Of
any offset or bonoilt which ho may acquire in m
official capacity.
4. Mr. scammon abrogatod any agreement or
arrangement Of loan whom ho accepted tic office
Of Treasurer. uo then became custodian of
theso funds, which no might formerly hayo
Claimed to hold as borrower. Mr. gcammou
Bots up ~ TINT the office Of TroaBuror was q
nominal one; and (2) tint ho had borrowed
the current balances bcforo hia election, aud
lis position In reference to them was not
changed. In regard to tho first point, tho books
Of tho Company show that nll tho 1'reasurcrB
(ncluling AIr. seammon) had Kept strict nc
counts Of all moneys. 1t ssas also proved tlat
Alr Bcammon himself had aignod check as
Iroasrrer. Tho Inv dotlnos Treasurer rs tan
ofllcor intruatoa with tho treasures or money.
eltllor OF private individual, n corporation, q
company, Or Stato." This H no nominal posi-
ton. In regard to the second point, tho bools
OF the Company show TINT tho annual business
Of tho Company oxcoolod $4,000 year. Mr.
scanlmon was twico elected Treasurer. There-
fore, tho money iu his hands ut tho tiuo OF tho
bankruptcy WIZ money which canc to him after,
md not boforo, his election rs TroaBrror. Tho
arrangement" Under which scammon claimed
tho money ms 1oan, VAS concerning the $4,000
originally paid in, which sum had boon fully
exhausted long before ho became Treasurer Of
tho Company. Mossrs. Williams and Thompson
conclude thoir argument aa followa:
1t s too clear 10 require either argument or refer
eco TO cases tha no scto bo allowed tn this caso
uhlesa there Inns beon established positive contrnct Of
loan TO the complainant ono which mao a money a,-
aoutey 8 and with which tho corporation had nothing
wAatoycr to doexcert to collect dot and Which rc-
liovcd him from all tlduclary obligations nriyng from
tho numerous otscea hc hoil CaseB might lc citc1
in abundance but 1t is ,nncceasnrv Itta nc,,nt ,
gatust JUSTICE agalust MI reaaon hat the cash funds
~ corporation Should 10 diverted from their lcgi.
,crc,utura and nn,,rd 'A's ~ ,,'a 'a'ee .po pia'
full Of tho claims If ono wno ~ ~, ,
nmn beings lss the ltaat reason 10 comp1utn
Of loss accrung to HIN by tho fnIluro Of tho Company
which he founded. fostcrcd md contr-l!ce1 no uro
~ ho"o'er, 'Aat no such contract was mado
to nrovo IT, md ,not ;f ostaN,sh. 49, s'"y
countenanco 1t. Thcro mover was a caBe IN which