Crowell v. Jackson
Supreme Court of New Jersey
On error to the Essex Circuit Court. The writ of error is brought for the purpose of determining the correctness of the decision of the court below in sustaining-a demurrer to the plaintiff’s declaration. The action was for deceit in the purchase of certain sliaresof the capital stock of the Holbrook Printing Company by the defendant from the plaintiff.
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On error to the Essex Circuit Court. The writ of error is brought for the purpose of determining the correctness of the decision of the court below in sustaining-a demurrer to the plaintiff’s declaration. The action was for deceit in the purchase of certain sliaresof the capital stock of the Holbrook Printing Company by the defendant from the plaintiff. The declaration alleges that the plaintiff was a shareholder of-the Holbrook Printing Company, and that the defendant was a director and the treasurer of that company; that the company had made a favorable-sale of property which enhanced the…
1Opinion of the Court
The opinion of the court was delivered by
The Chancellor.
We are of opinion that, in contemplation of law, there can be no fraud without moral delinquency; in other words, that there is no actual fraud which is not also moral fraud. In purchase or sale, if there be no designed misrepresentation by words or deeds and no active intentional concealment, and no intentional silence where there is is a duty to speak, an action for deceit will not lie. A director, or the treasurer, of a corporation, is not, because of his office, in duty bound to disclose to an individual stockholder, before…
2Cases cited1 opinion
- Board of Commissioners v. ReynoldsIndiana Supreme Court · 1873
3Cited by18 opinions
- Steinfeld v. NielsenArizona Supreme Court · 1913
- Treadway Companies, Inc. v. Care Corp.Court of Appeals for the Second Circuit · 1980
- American Trust Co. v. California Western States Life InsuranceCalifornia Supreme Court · 1940
- Boddy v. HenrySupreme Court of Iowa · 1901
- Dawson v. National Life Insurance Co. of AmericaSupreme Court of Iowa · 1916
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