New York Court of Appeals, 1867

Butts v. . Wood

New York Court of Appeals · Decided September 5, 1867 · FULLERTON, J.

37 N.Y. 317

Cases that cite this one

72 later published cases cite this decision. The 25 that cite it most often are listed here.

Anderton v. Aronson (New York Supreme Court 1886)
Currier v. New York, West Shore & Buffalo Railroad (New York Supreme Court 1885)
First National Bank v. Drake (Kan. 1883)
Jones v. Morrison (Minn. 1883)
Brinckerhoff v. . Bostwick (N.Y. 1882)
Gardner v. Butler (N.J. 1879)
Piccard v. Sperry Corporation (District Court, S.D. New York 1943)
Karns v. Industrial Commission (Ariz. 1937)
Monterey Water Co. v. Voorhees (Ariz. 1935)
Jones v. Van Heusen Charles Co. (Appellate Division of the Supreme Court of New York 1930)
Wellington Bull & Co. v. Morris (New York Supreme Court 1928)
Palmer v. Scheftel (Appellate Division of the Supreme Court of New York 1918)
Mitchell v. Forest City Printing Co. (New York Supreme Court 1916)
Langie v. Hebing (New York Supreme Court 1916)
Tilton v. Gans (New York Supreme Court 1915)
Godley v. . Crandall Godley Co. (N.Y. 1914)
Burton v. Lithic Mfg. Co. (Or. 1914)
Kleinschmidt v. American Mining Co. (Mont. 1914)
Godley v. Crandall & Godley Co. (Appellate Division of the Supreme Court of New York 1912)
Continental Securities Co. v. Belmont (New York Supreme Court 1912)
Flaum v. Kaiser Bros. (New York Supreme Court 1910)
Sturndorf v. Samurai Co. (Appellate Terms of the Supreme Court of New York 1910)
Flaum v. Kaiser Bros. (Appellate Division of the Supreme Court of New York 1910)
Steele v. Gold Fissure Gold Mining Co. (Colo. 1908)
Lozier Motor Co. v. Ball (New York Supreme Court 1907)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion of the Court

The bill of the defendant, Daniel Wood, was presented, audited and ordered to be paid at a meeting of the board of directors of the company, on the 5th day of July, 1859, when but three of the five directors who composed the board were present, the defendant, Daniel Wood, being one of those present, and his father, William Wood, and John Cornwall, another kinsman, being the other two. This board, as thus constituted, had no authority to entertain the bill in question, or to do any thing in relation to it. Daniel Wood, being the claimant, was disqualified from acting, because he could not deal with himself, and without him, there was no quorum of the directors, and they had no authority to transact business.

The relation existing between Daniel Wood and the corporation, was that of trustee and cestui que trust. (Robinson *Page 319 v. Smith, 3 Paige, 322; Angell and Ames, 258, 260; CumberlandCoal Company v. Sherman, 1 Macq. 461; Aberdeen RailwayCompany v. Blaikie Bros., 30 Barb. 571.) This being the case, I am disposed, on this ground alone, to think that the action of these directors was void. The rule that one holding a position of trust cannot use it to promote his individual interests by buying, selling, or in any way disposing of the trust property, is now rigidly administered in every enlightened nation, and its usefulness and necessity become more and more apparent. A careful examination of the testimony in this case shows that Wood could not have enforced this claim against the company; and the circumstances under which it was allowed and paid were a fraud upon its stockholders. To permit such a transaction to stand would be a reproach to the administration of justice. The authorities maintaining the invalidity of any act of a trustee in violation of his trust, are numerous. It is sufficient to refer to the learned and exhaustive opinion of DAVIES, Ch. J., inGardner v. Ogden (22 N.Y. 332), where the whole subject is ably discussed, and the leading authorities collected. No principle of law is better settled and understood, and there is none of more frequent application, or more useful in its results.

The payment of this bill being a fraud upon the stockholders, the action was properly brought against the three trustees to recover the damages they had caused, and the judgment rendered seems, in every way, calculated to promote the ends of justice. It should be affirmed, with costs.

All the judges concurring,

Judgment affirmed. *Page 320

Case-law data current through December 31, 2025. Source: CourtListener bulk data.