Page:Federal Reporter, 1st Series, Volume 3.djvu/835

 628 PEDEEAL EEPOBTEE. which could have been prevented if they had given ordinary care and attention to their duties. The bill in the present case makea no charge against the defendants as to the first three of the grounds of liability thus set out. It does not charge personal fraud or embezzle- ment ; it does not charge wilf ul misconduct or breach of trust bommitted for their own personal benefit at the expense of the interests of their corporation. It does not charge acts tdtra vires, unless, indeed, as is doubtless the case, the unlaw- ful declaration and payment of dividends out of capital stock and deposits fall within that designation. But it does charge throughout, such gross inattention and negligence on the part of defendants as allowed fraud and waste and ruinons injury to be committed, during two years of looseness and license, by officers, agents, and co-directors, who were under their control. Clearly, therefore, although the case of Spering's Appeal did show a dismissal of a bill in many of its features like that of the bill und.er consideration, yet the eminent court, in doing so, placed its ruling on grounds not belong- ing to the present case; and in its enumeration of acts, for whicfa it was of opinion that directors of a bank would be per- sonally liable, included the grounds on which this suit is brought. It will abundantly appear, from authorities and reported cases to be cited in the sequel, that the managing officers of corporations are personally liable for the results of gross neg- ligence, or what the jurists call crassa negligentia. If, by reck- less inattention to the duties confided to them by their cor- poration, frauds and misconduct are perpetrated by officers, agents, and co-directors, which ordinary care on their part would have prevented, then I think it may be said with truth that it is now elementary law, to be fouhd in ail the books, that directors are personally liable for the losses resulting. Moreover, ail authorities now tend to the conclusion that directors of banks and other moneyed corporations hold the relation to stockholders, depositors, and creditors of trustees to cestuis que trust, and as such are personally responsible for