Smith v. Putnam
Supreme Court of New Hampshire
Assumpsit, to recover $100 from each of the defendants, received by them for services as directors of the Lexington Mills, from June 24 to August 19, 1881. The two actions were heard together by the court. At a meeting of the corporation, holden June 24, 1881, the defendants and one Marshall were chosen directors, and the latter was also chosen treasurer and general manager. The defendants were not stockholders, but attended the meeting and voted on proxies.
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Assumpsit, to recover $100 from each of the defendants, received by them for services as directors of the Lexington Mills, from June 24 to August 19, 1881. The two actions were heard together by the court. At a meeting of the corporation, holden June 24, 1881, the defendants and one Marshall were chosen directors, and the latter was also chosen treasurer and general manager. The defendants were not stockholders, but attended the meeting and voted on proxies. At a directors’ meeting on the same day Everett was chosen president, and the board voted to sell the machinery and wind up the affairs…
1Opinion of the CourtBlodgett, J.
The law applicable to these cases is extremely clear. While directors of corporations are not trustees in a technical sense, there is yet no doubt that they occupy a fiduciary position towards stockholders and creditors of the corporation, and that they come within the designation of persons filling a fiduciary relationship. In fact, they hold a position of the highest trust, and will therefore be required to execute it with the utmost fidelity. This being so, it is plain that the defendants could not use their official position to advance their individual interests. But this is precisely…
2Cases cited10 opinions
- Pew v. First National BankMassachusetts Supreme Judicial Court · 1881
- New York & New Haven Railroad v. KetchumSupreme Court of Connecticut · 1858
- Hall v. Vermont & Massachusetts RailroadSupreme Court of Vermont · 1856
- Santa Clara Mining Ass'n v. MeredithCourt of Appeals of Maryland · 1878
- Holder v. Lafayette, Bloomington & Mississippi Ry. Co.Illinois Supreme Court · 1873
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