Morning journal and courier., 1890-09-04
COMMISSIONERS HARD HIT.

 sioners BlaIkeslee, FarnswOrth and Atwater Condemned as Opposed to the Charter-Four New Sewers to be Built-Othcr Business and Some Slight Friction.
 A most important opinion was presented by Acting Corporation Counsel Watrous to the board of public worksat it's meeting last night. It read as follows:
 To the Honorable Board of Public Works: l
 Gent1emen-In your communication of August 2, by the hand of your clerk, you an interpretation of section 37 of the city charter with reference to its appi- cability in the case of bills presented against the city by the New Haven Pipe company, the McLagon Foundry company and the firm of Charles W. Rlakeslee & Sons for material and labor furnished the city through the. department of public works in which bills a commissioner of the board of public works and two mem bers of the board of fire commissioners this subject the consideration which it's importance demands, and respectfully sub init my opinion herewith.
 I am informed that the New Haven Pipe company is a corporation located in New Haven and that Commissioner Atwater, of the board of public works, is one of it's officers and owns controlling interest in it's stock. I understand, also, that the McLagan Foundry company is corpora ton located here and that Fire Commis- sioner Blakeslee is member of the CO partnership of Charles w. Blakeslee 6 Sons.
 Section 37 of the charter, so far as ap- plicable to the above facts, reads as fol lows: ssNo person shall be a member of more than one of said boards" the three executive boards) "at the same time, nor shall any member of either of said boards furnish any material or be employed to do any work for said city"
 To arrive at proper construction of this language, we must look to the object or purpose which the legislature had in enacting it. Beyond doubt, this was not only to prevent the use by any commits sioner of his official position to procure any advantage for himself, to the cores bonding disadvantage of the city, but to place beyond the reach of temptation. Our common law, independently of this charter provision, is most rigid in its refusal to permit any possible temptation to the betrayal of trust. No matter how pure mans conscience; or how meritori- ous his purpose, the law does not suffer a public officer to stand in 8 position where his personal interests may conflict with the duties which he has assumed toward the public. The principle that no man can serve two masters has been embodied in the law. A public officer is the agent of the municipality and owes abso- lute loyalty to his constituents No bind ing con tract can be made by an agent with himself as an individual, nor can 8 man acting as an agent for two parties make a contract which will bind them. These rules, in their application to public off cers, are well known and supported by ample authority.
 The statutes of some states make it a criminal offense for public officer to be directly or indirectly interested in any contract with the municipality of which he is an officer. I am not aware of any stat ute applicable to any of the cases referred to me, but some provisions of our law give aguide for the interpre tation of the sec | tion in question and indicate what the policy of the state would be in case it should be brought before the courts. l bave especi- ally in mind sections 1866, 1867 and 156s | of the general statutes of Connecticut, the latter of which reads as follows: Every person who, being a trustee or officers ot of any institution receiving aid from the state, shall furnish supplies, or be inter ested in any contract for furnishing sup | 1 lowest bidder for such supplies or for such | contract after open competition, shall be fined $50"
 | It is against this background that the section of the charter under examination must be viewed; being declaratory of the l common law and not in derogation of it. | it must be freely and literally construed according to its spirit as well as it's letter
 This has been so decided by the court ot appeals of the state of New York in a sim l liar case.
 Applying these principles to the con
 crete cases now given me, it vii
 be seen that the charter prohibi
 tion applies, so far as its letter is con
 cerned, only to the case of Commissions | Blakeslee Being member of the firm O c. w. Blakeslee & Sons the law treats tn,
 contract as made with him to the sam,
 extent as if made with him individually | The fact that the supplies and labor wer,
 furnished to another department, so tha
 MT. Blakeslee as commissioner neither tool
 part in contracting for them nor in audit
 ing the bills, might, in the absence of the | charter provision, take the cost out of tn
 list of those prohibited by the common
 law. But the legislative language is tot clear to be construed away.
 In the case of the New Haven Pipe com
 pany the facts are different. A commis
 sioner is the principal stockholder in tn
 company and as an officer is one of it
 agents. He is also the agent of the city
 The board of which he is member order
 the supplies and audits the bills.
 True, the corporation is not a membe
 of the board, and the case is not withi
 the strict letter of the charter provision
 but we have seen that the law to be construed liberally
 carry out the legislative intent
 To say that by going through the forr
 of corporate organization the substantis
 rights and powers of the parties remainin
 the same) a contract could be entered int
 which is forbidden to the individual col 1 porators, would be to invite evasion an
 to deprive the law of all beneficial effect It would be equivalent to saying, ''Yo cannot yourself deal with the city, but 6 , president of the corporation in which yo ,, own controlling interest you can" Thi would not be good sense, and, in my opir
 ion, is not good law.
 ,, The remaining case, that of the McLago ) Foundry company, is not within the strit , letter of the law, but can be brought witt in it by construction, if the facts so T, ! quire In this, as in the case of Messr l Charles w. Blakeslee & Sons, the supple < are furnished to a different departmeI , from that of which Commissioner Farm 3 worth is a member. He therefore had T 2 voice in ordering them, nor did the bi 3 come before him for approval. As 3 stockholder in the company he has, it
 true, some pecuniary interest in sue contracts, but in my judgment the mel I fact of ownership of stock, irr 9 spective of amount or of the poy
 CT of controlling corporate actiol
 would not be sufficient to invalidate col l froot O and tho oif
 but being an officer of the company, he
 in the double capacity of agent of the co poration and of the city. In practice the } would not necessarily conflict, although is easy to see how the position might
 used to further the interests of the priva
 corporation. For this season, therefor !. to make temptation impossible, it is m opinion that this care also falls within tl : prohibition of the charter.
 r I understand, however, that there are ou D standing orders and contracts betwee the city and the parties abo, named, the cancelling of which would l /. . great hardship upon the contractors, al ? ? would be serious inconvenience to tl F city. As these were entered into in goo faith, jnstice and fair dealing will sugge : that the foregoing principles be not al ,, piled to existing contracts. In the absen, of objections they may be carried out.
 You further inquire whether commi
 sioners can furnish labor and materials f. their respective departments, either | = contract, under competition or otherwis Ill my opinion they cannot
 Yours respectfully,
 @ GEORGE D. WATRous, ,, Acting Corporation Counsel f In commenting upon this opinion, Con . missioner Atwater said he did not see as
 affected his position.
 . Commissioners States and Leigh thougl