The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1895-05-22

adjourn 70 go to the circus. This Is
the shortest session on record.
The volume of business transacted
was not heavy, but it was important
from one point of view Mayor Baskin
sent in his veto of the last appropria-
ton list, which was a remarkable docu-
ment in many respects. The veto, as
will be seen from the excerpts which
are Part of this article, scores the
presiding officer Of the council in an
unqualified manner. Of law there is
plenty in the message. It appears that
his honor has made an exhaustive re-
search OF the points involved in this
csSsA and left no stone upturned in
eoi1aShng authority in support of lis
position.
A summary of the veto is as follows:
herewith return, disapprOved, the
Appropriation list passed by the city
council on May IA, 1885,
The item Of S1,5S1 in favor of the
Salt Lake q Ogden Gas and Electric
Light company 1 find is in part pay
ms Mt on the contract with said COM
9any for lighting the city, which was
passed over my veto.
q In that veto it will be remembered
t&3t 1 incidentally called attention to
the fact that the president of your
body was taking an active part in the
matter Of electric lights furnished by
said company while he was the treas
urer. a director and, as l now learn, a
stakeholder in said company; at least,
such appears to be the fact from the
documents filed in pursuance Of the
statutes Of the territory in such cases
made and provided, with the clerk of
the county court.
The propriety Of this allusion having
been called in question in your deli'ber-
atIonS, and he same improperly to
which I called your attention in acting
0non the veto having been again COM
ted in yoCr presence without re-
- -.e, and being decidedly Of the opin-
Non that such improprieties should
never be allowed to pass unnoticed
Whenever and wherever they may
occur, in justice TO myself I deem it
proper to state in fuller detail the rea-
sons which have governed me in my
former and in my present action.
Judge Allen in a decision has stated:
r'In the c ne case the contract would be
void because his duties and his inter-
ests were incompatible; but in the
other his duties to his principals are
entirely Incompatible, as no man can
faithfully serve two masters.
This principle in numerous cases and
by all of the text writers, has been
applied to contracts between corpora
tio9.s having common directors.
Iss,sI lIarawetz on corporations,
Sew E2S. it says: "A person who
is SseffC of two parties cannot IN the
absence of eNpress authority from each
represent them both in a. transaction
an which they have contrary inter-
ests" 1t follows therefore, that the
directors or other agents of a corpora
ton have no authority to bind the
company by making a, contract wien
another corporation which they alsv
represent.
Each company would be interested
An obtaining an advantageous bargain
at the expense of the other company
end each would have a claim upon the
best endeavors Of its agents unbiased
nv favor to others. The rule has been
enn1ied in many cases of contracts De-
Hween two corporations having one OF
more directors in common
Lord Carnworth said: The RE IS
so inflexible that no inquiry as TO
-zyf,slba7. the transaction was beneficial
wi be permitted The wise polcy OF
kbe law has, therefore, put the
rting of disability into the temp
ea+io,, as a defensive weapon
aeairSt the strength of the can
ger which lies in the SITUATION on
The principles thus announce "a
x,,,7ono7.ted bv almost innumerdple au-
sIaapr.ties and text writer's; have been
announced by the legislature IN tlS
section of the statute quoted ana IN tIle
,-ecanr action of the constitutional con-
1,ention. Section go. of the amendeoi
charter of Salt Lake city, IN (hlS la n
s-uage says: NO oIlcer ei1tLi
directly or indirectly lnteresIet III ;,
contract work or business of the cry.
This principle has prevaIle6 ever
.ssrco +be days of Lord Eden down 20
- nresent time and will continue as
lone as any sense Of propriety remains.
In the case a. bar member OF the
council who is your presidnS o lllcSI
s,arti4ipated actively by both speech
ND vote in cons lmmating this con-
Eract while he VS. the treasurer, a
-, and a stakeholder OF sald
6Slsytrit. Light company, or 81 teast
e. so appears upon the records OF me
county court and the assertlo-. II th'S
fact has not been denied
A. y 5irector. of said company 1t was
clearly his duty to use his influence
70 obtain the best possible contract +oF
s,iS crronanv. and as a councilman OF
tha city st was equally his duty 10 oo-
tain the most benefici2i contract pcs
sible for the city.
Influence should contribute to the IN
terest Of one or the other IS somewhat
a matter of conjecture; that he was
not unfriendly TO his company is not
an unfair presumption because ne wal
one of the promoters in the formation
Of the same and il was certainly his
dI,tv as we'll as his interest, consider
r. hie relations to the company, to
n,'ocl1re for it the best possible arrange
ment.
In view OF the authorities and the
statute above quoted 1 have no doubt
that the lighting contract IS void an
sn;tio. and is so contrary TO puoll
nolfcy that il cannot be legitimately
certified. even though thu price paid for
the light were reasonable, but it was
not. as again assert, reasonable, but
much too high.
If the precedent be established that
rontrrcts thus made can be enforced
and are legitimate, 1t can't fail to
shake the confidence of the general
rnIblic in the administration in which
- occurs While the general rule which
Ttaave announced is applicable to pri-
h corporations when applied to
- ,TfticiY1alitieS il has additional
.s.trepgtlh because in the former cas6
Fhe rights OF individuals are alone
AFFECTED, while in the latter tie gen
.oral public is concerned.
In conclusion, recommend that this
contract be aprogated because it is alb
Irftio void, against public policy and
llle spirit of the statute Of Utah, and
Is the establish ment of a dangerous
precedent. Respectfully submitted,
r. n. BASKIN,
Mayor.