Huntley v. Goodyear

Citations

• 182 Pa. 613
• 38 A. 507
• 1897 Pa. LEXIS 850

Syllabus

<p>Contract — Corporation—Rescission—Agency.</p> <p>A director of a corporation, acting for the stockholders for whom he is trustee, cannot of his mere motion destroy their rights to property, and then purchase it himself with the object of reselling to his cestui que trust at a profit.</p> <p>A director of a coz'poration with full authority from his coznpany purchased a lot of logs by a contract in writing, in which he appeared as acting as agent of the coznpany. The minutes of tlze corporation showed that he subsequently reported the purchase to the directors, and that he was directed by them to place the company’s marks upon the logs, which was done. The logs were delivered, and the company spent a large amount of money for driving them. Afterwards the company assigned to the director its interest in all of the logs, except those actually delivei'ed. Before this assignment the director had made two other agreements in amplification of the provisiozis of the original contract, and he claizned that these supplemental contracts amounted to a rescission of the original contract of the corporation. Two of the sellers of the logs, however, testified that there was no intention to rescind. Held, thzit the evidence was sufficient to establish the fact that the title to the logs delivered had veste.d in the corporation, and that the director had no right to deal with them as his own.</p> <p>Evidence — Witness—Deceased party — Act of June 11, 1891.</p> <p>While a party who has contracted with a partnership cannot testify to the deelaz'ations of a deceased partner, his testimony will be admitted to rebut evidence givezi by a surviving partner.</p>