Barrie v. United Railways Co.
Missouri Court of Appeals
Appeal from St. Louis City Circuit Court. — Now. Daniel D. Fisher, Judge. (1) Where all the directors in one corporation are directors in another, and assume to represent both in transactions in which their interests are opposed, the substantial elements of a contract are wanting, a breach of trust is obvious, since the same persons cannot serve two antagonistic masters.
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Appeal from St. Louis City Circuit Court. — Now. Daniel D. Fisher, Judge. (1) Where all the directors in one corporation are directors in another, and assume to represent both in transactions in which their interests are opposed, the substantial elements of a contract are wanting, a breach of trust is obvious, since the same persons cannot serve two antagonistic masters. And when under such circumstances one of said corporations becomes insolvent and all its assets are conveyed to the other, these directors participating in the transaction, it is prima facie fraudulent. Noyes on…
1Opinion of the CourtBland, P. J.
(after stating the facts.) — 1. The agreement between the Syndicate and the United Railways company provides, that the Syndicate should undertake to procure the exchange of the United Railways common stock for Transit stock and when the latter was acquired by the Syndicate it should turn it over to a trustee for the benefit of the United Railways Company. This stipulation formed a part of the consideration of the contract between the United Railways Company and the Syndicate, wherein the latter com*119pany agreed to issue, and did issue, to the Syndicate seven million six hundred and fifty…
2Cases cited9 opinions
- Hollins v. Brierfield Coal & Iron Co.Supreme Court of the United States · 1893
- Sweeny v. Sugar Refining Co.West Virginia Supreme Court · 1887
- Kitchen v. St. Louis, Kansas City & Northern Railway Co.Supreme Court of Missouri · 1878
- Chattanooga, R. & C. R. v. EvansCourt of Appeals for the Sixth Circuit · 1895
- Manufacturers' Savings Bank v. Big Muddy Iron Co.Supreme Court of Missouri · 1888
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3Cited by10 opinions
- Freehling v. Nielson (In Re F & C Services, Inc.)United States Bankruptcy Court, S.D. Florida. · 1984
- Mayflower Hotel Stockholders Protective Committee v. Mayflower Hotel Corp.Court of Appeals for the D.C. Circuit · 1949
- Coleman v. HageySupreme Court of Missouri · 1913
- Pennsylvania Canal Co. v. BrownCourt of Appeals for the Third Circuit · 1916
- Barrie v. United Railways Co.Missouri Court of Appeals · 1909
5 more not listed; retrieve them via the Exa API.