Page:Federal Reporter, 1st Series, Volume 3.djvu/18

 ■WESTEBN UNION TELBGEAPH CO. V. U. P. BY. CO. 11 �provisions, is upon its face, immoral and corrupt, the court can only say to the complainant, in the language of the supreme court in Creath v. Sims : "However unworthy may have been the conduct of your opponent, you are confessedly in pari delicto ; you cannot be admitted here to plead your own demerits. Precisely, therefore, in the position in which you have placed yourself, in that position we must leave you." 6 How. 204. �The officers of a railway company are quasi public officers. Their duties are of a fiduciary character. They are, in an important sense, trustees. To pay them individually any- thing of value for executing a corporate contract is grossly nnla-wful, and taints such contract with moral turpitude. Vast interests.in which the public, as well as the immediate parties, are deeply concerned, are entrusted to the control and man- agement of such officiais; and, in my judgment, there are important considerations of public policy which demand that courts of justice shall hold them to a strict account, and shall never for a moment recognize as valid a contract ob- tained by paying directly or indirectly to such officiais any consideration, whether large or small. �The demurrer to the bill is sustained. �Complainants may have leave to amend, if desîred ; other- wise there will be a decree dismissing the bill. And unless it can be made to appear by an amended bill that complain- ant has at least a probable right to retain possession of the telegraph lines and property independently of the contract, the injunction must be dissolved. �FosTEE, D. J. I concur in the conclusion reachod by the circuit judge that the demurrer to the bill should be sustained, but am not prepared to express an opinion on the construc- tion of section 4, act of July 2, 1864, or the powers conferred on the defendant company by that act. My judgment only extends to what appears in the bill. And under the provis- ions of the Pacific Eailroad act of 1862, and the powers and duties conferred and imposed thereby, I am of the opinion that this contract is ultra vires the defendant company and ����