Brooker v. William H. Thompson Trust Co.
Supreme Court of Missouri
Appeal from St. Louis City Circuit Court. — No». William M. Kinsey, Judge. (1) A promoter of a corporation occupies a fiduciary relation to the corporation which he promotes and to its stockholders, and like all fiduciaries, such as agents or trustees, cannot make any personal profit or gain out of any transactions for or with his principals, either by way of profit in dealings with the corporation or as remuneration for his services in promoting the corporation.
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Appeal from St. Louis City Circuit Court. — No». William M. Kinsey, Judge. (1) A promoter of a corporation occupies a fiduciary relation to the corporation which he promotes and to its stockholders, and like all fiduciaries, such as agents or trustees, cannot make any personal profit or gain out of any transactions for or with his principals, either by way of profit in dealings with the corporation or as remuneration for his services in promoting the corporation. Cook on Corp., sec. 651; Ester v. Sawyer, 146 Mo. 302; Land Co. v. Case, 104 Mo. 572; Land Co. v. Webster, 75 Mo. App. 457;…
1Opinion of the Court
BROWN, C.
Corporations, This is a suit by plaintiff, a stockholder of the Title Guaranty Company, by that company is impleaded with the parties to a contract which they called an underwriting agreement for financing the organization and capitalization of the corporation. Its object is to secure the restoration to the corporation for the benefit of its stockholders of the sum of $500,000, paid them from the capital of the corporation under the provisions of the contract already referred to, which is as follows:
“This agreement, made this twenty-first day of January, 1901, by and between H. C.…
2Cases cited10 opinions
- Old Dominion Copper Mining & Smelting Co. v. BigelowMassachusetts Supreme Judicial Court · 1909
- Dickerman v. Northern Trust Co.Supreme Court of the United States · 1900
- Old Dominion Copper Mining & Smelting Co. v. LewisohnSupreme Court of the United States · 1908
- Lomita Land and Water Co. v. RobinsonCalifornia Supreme Court · 1908
- Munson v. Syracuse, Geneva & Corning RailroadNew York Court of Appeals · 1886
5 more not listed; retrieve them via the Exa API.
3Cited by13 opinions
- Loud v. St. Louis Union Trust Co.Supreme Court of Missouri · 1926
- Southwest Pump & MacHinery Co. v. ForslundMissouri Court of Appeals · 1930
- Hyde Park Amusement Co. v. MoglerSupreme Court of Missouri · 1948
- South Penn Collieries Co. v. SproulCourt of Appeals for the Third Circuit · 1931
- Keller v. CollisonMissouri Court of Appeals · 1965
8 more not listed; retrieve them via the Exa API.