Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1913-05-17
Rescript.
kennebec County.

| JoiH IL. COnI1eTS VS.. tOnnerS BIOS.
Co. ct ais. Rescript, Whitehouse.
c. j.
This bill in equity comes to the law
court on appeal from the decree of a
single justice entered in the cause.
The plaintiff is a minority stock
holder in the defendant corporation
which was engaged in the business of
general contractors and construction
engineers. The entire capital stock
of the corporation was owned in equal
shares by three brothers, the plaintiff
and the defendants Dennis T.. Con-
ners and Edward F. Corners. The
corporation was. organized under the
laws of Maine, built its principal place
of business is at Lowell, Mass. where
all of the partners reside except the
plaintiff, who nov lives in Eliot
Maine. A the time of the acts com
planned Of, the three brothers above
named constituted the board of direc-
tors of the corporation Dennis f.
Corners was president, Edward +.
Corners, secretary, and the plaintiff,
John II. Corners, treasurer.
Fraud and corruption are not to be
presumed, but must be proved tv
respect to this ground of complaint.
the testimony not only fails to afford
satisfactory proof that Dunbar was
| employed to aid in the accomplish
ment of corrupt or fraudulent pur-
pose, but does conclusivcly prove that
whatever may have been the purpose
| for which his services We're obtained.
he was employed and paid with the
| knowledge, consent and approval of
| this plaintiff. 1t Is unnecessary to
consider whether the contract to pay
| Dunbar $4,000 was financially an adj
| vantageous one for the defendants or
| not. His services were rendered for
| the benefit of the corporation and of
| each member of ii. including the
| plaintiff, who made no complaint in
| relation 70 this matter until the gen.
| eral es: lngement and dissension
| arose between him and his brothers
| He has no equitable cause for COM
| plaint on account of this transaction.
a discussion of the evidence relat.
ing to the precise nature and purpose
| of the financial transactions between
| Mr. Cutter and the Corners Brothers
| can serve no useful purpose in the
| ueclSion cI lIlfS CduSc+ II is I'M
| material whether the payments made
| to Mr.. Cutter We're in accordance with
approved business methods or we're
| effective in promoting the financial
success of the company. II is un-
! necessary to determine whether the
| purpose for which those payments
| were made was fraudulent in law or
Ireprehensible in morals; for the con-
| clusion from all the evidence is ir-
| resistible that the contracts with Cut
| ter, and the expenditures in pursuance
| of them, were made with the knowl
| edge and consent of the plaintiff, and
| if the purpose of them was contrary
| to the dictates of conscience and good
| faith, the plaintiff was participant
| in such injustice and wrong, and is
| not entitled to relief in u court Of
equity For it is an elementary
| principle of equity Jurisprudence that
whenever a party, who as actor
seeks TO set the Judicial machinery
in motion and obtain some remedy,
| has violated eonseience or good faith,
| or other equittibhu oprineiple in his
| prior conduct. then the doors of the
| court will be shut against him in
l lllalllle. the court VIII refuse 10 inter-
fere on his behalf, to acknowledge his
right or to award him any remedy
| This Fundamental conception of equity
has been crystalized in the familiar
| maxim. He who comes into court
of equity must come with clean
| hands,"
| The transactions in question can
not be deemed fraudulent as to this
plaintiff
1t is of course Well settled law that
the directors of a corporation cannot
serve themselves and the corporation
at the same time. They have no au.
thority to vote salaries to themselves,
and if money has been paid on ac-
count of such votes it may be re-
covered back
The conclusion is accordingly as
follows: The bill is dismissed as to
Margaret V Corners. The bill is
sustained with single bill Of costs
as to the other defendants. The
second paragraph of the decree APP
pealed from. ordering the defendants
| Dennis T. Conners and Edward +.
Corners, to pay back into the treas
ury of the corporation the sum of
$4,000 paid by them to MIR. Gutter
ana tbo .,t,,, IF $40 900 paid bvi then;