Kroegher v. Calivada Colonization Co.

Citations

• 119 F. 641
• 1902 U.S. App. LEXIS 4721

Syllabus

<p>L Trusts—Person Acting in Fiduciary Capacity—Purchase op Property by Director as Agent op Corporation.</p> <p>A director of a corporation, who was appointed by a resolution of the board of directors on a committee to settle certain mortgages and claims against the corporation, and guarantied in any “financial arrangements” he might make for the purchase of such claims, acted in that behalf not merely as a director, but as an agent and trustee for the corporation, and cannot claim for himself the benefit of reductions he secured in the adjustment and compromise of the claims, although he purchased the same with his own funds.</p> <p>2. Corporations—Estopped—Acquiescence in Assertion op Invadid Claim.</p> <p>Action of the directors and stockholders of a corporation showing a disposition or intention to recognize an unauthorized claim made by a director that he was entitled to be paid the face value of claims against the corporation which he had purchased at a discount as agent, and held in trust for its benefit, does not give validity to such claim, nor estop th'e corporation from denying his right.</p> <p>8. Decree—Matters Concluded—Fiduciary Relation between Parties.</p> <p>A director of a corporation, acting as its agent, purchased certain mortgages against its property at a discount in his own name, using his own funds. He afterward foreclosed the mortgages, and bid in the property at the sale under the decree, iHeld, that such decree, which was for the full amount of the mortgage debts, was not conclusive of his right to receive such amount from the corporation for his own benefit, since it was based on his legal title only, and no question relating to the fiduciary capacity in which he held the mortgages was presented to or determined by the court.</p> <p>(L Trusts—Purchase op Property by Trustee.</p> <p>The rights of a director of a corporation, who purchased certain mortgages against its property with his own funds, but pursuant to a resolution of the board