Graham v. Cummings

Citations

• 208 Pa. 516
• 57 A. 943
• 1904 Pa. LEXIS 798

Syllabus

<p>Principal and agent — Contract—Evidence—Money had and received — Accounting —Equity—Jurisdiction.</p> <p>All profits made and advantage gained by an agent in the execution of the agency belong to the principal, and it matters not whether such profits or advantage be the result of the performance or of the violation of the duty of the agent. . If his duty be strictly performed, the resulting profit accrues to the principal as the legitimate consequence of the relation'; if profit accrues from his violation of duty, that likewise belongs to the principal, not only because the principal has to assume the responsibility of the transaction, but also because the agent cannot be permitted to derive advantage from his own default.</p> <p>In an action for money had and received by the defendant for the use of the plaintiff, it appeared that the plaintiff, defendant and one other person were the solé owners of the stock of a corporation. The defendant conducted certain negotiations which resulted in a sale of the whole stock of .the corporation, to be paid for in the. stock of another corporation. In the negotiation the defendant secretly stipulated for a cash payment of a large sum of money to himself-as part of the consideration for his. own stock. Prom the defendant’s own declarations and' other facts and circumstances of the case, it was shown that he was acting in the negotiations not only for himself, but as agent for the other -two owners of the stock. The defendant received the cash payment and paid no part of it to his associates; Held, (1). that, the defendant.-was liable to his associates severally and not jointly; (2) that a-'bill in equity for an account was not theappropriate remedy ; (3) that the action was properly brought at law for money had and received'for use of'-plaintiff; (4) that a verdict and judgment for plaintiff should be sustained.</p> <p>’ A court of equity’s jurisdiction over matters of account is based upon the complicated character of the a