Horn Silver Mining Co. v. Ryan
Supreme Court of Minnesota
Appeal by defendant from an order of the district court for Bamsey county, Simons, J., presiding, overruling his demurrer to the complaint.
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Appeal by defendant from an order of the district court for Bamsey county, Simons, J., presiding, overruling his demurrer to the complaint. The action was brought to recover $500,000 damages for defendant’s neglect of duty as one of plaintiff’s directors, whereby the plaintiff’s president and vice-president (who were also directors) were enabled to and did, from time to time, between September, 1881, and April, 1886, loan to themselves and appropriate to their own use, without authority of the board, large sums of money belonging to plaintiff, which they have not repaid, and, being insolvent,…
1Opinion of the CourtYanderburgh, J.
The directors of a corporation are its agents, and occupy a fiduciary relation to it. They are therefore held to the exercise of good faith in all their dealings with the corporation, and in the management of its property; sand in relation to their possession or control of the corporate property they are treated as quasi trustees. 3 Pom. Eq. Jur. § 1090. Their relation to the corporation necessarily forbids the use of its property for their own benefit; and for any misfeasance- or breach of duty resulting in damage to the corporation they are subject-to be called to account by the corporation…
2Cases cited7 opinions
- Brinckerhoff v. . BostwickNew York Court of Appeals · 1882
- Robinson v. SmithNew York Court of Chancery · 1831
- Hun v. . CaryNew York Court of Appeals · 1880
- Scott v. DepeysterNew York Court of Chancery · 1832
- Franklin Fire Insurance v. JenkinsNew York Supreme Court · 1829
2 more not listed; retrieve them via the Exa API.
3Cited by18 opinions
- Seitz v. MichelSupreme Court of Minnesota · 1921
- Warren v. Para Rubber Shoe Co.Massachusetts Supreme Judicial Court · 1896
- Central Oil Co. v. Southern Refining Co.California Supreme Court · 1908
- Fisher v. ParrCourt of Appeals of Maryland · 1901
- Kelly v. DolanCourt of Appeals for the Third Circuit · 1916
13 more not listed; retrieve them via the Exa API.