Jacksonville Cigar Co. v. Dozier

Citations

• 53 Fla. 1059

Syllabus

<p>It is a general rule that a director in a corporation occupies a fiduciary relation to the corporation and that he will not be allowed in equity to act in hostility to it, by acquiring for his own benefit a lease of the premises occupied by the corporation in carrying on its business, but will be treated as as a trustee of a lease thus acquired by him for the benefit of the corporation; but where it is provided in the lease that “the lessee shall not have the right to assign or sublet said premises or this lease, or any part or either, nor have any right or license or privilege other than herein set forth, except with the consent in advance, and in writing signed, by the lessors,” and where it further appears that the lessors were before the execution of the lease requested by the agent of the corporation to lease to the corporation and not to lease to the lessee, and for reasons which are not explained the lessors nevertheless executed the lease to the lessee, and where the lessors are not parties to the bill, and the court cannot see that it would not be doing some injury to the interests of the lessors in enforcing the trust relation between the corporation and its director, a court of equity will not undertake to enforce such trust -relation.</p>