Page:Federal Reporter, 1st Series, Volume 3.djvu/838

 ÏRUSTEES MUT. BUILDING FOND, ETC., V. BOSSEIIJÏ. 831 �the resulting losses. In that case the director sued had been authorized bythe stoekholders to engage in a hazardous spec- nlation, and the speculation had proved abortive. Burely, the decision of the court to dismiss the bill in that case can snpply no persuasive argument to this court in favor of dis- missing the present bill. ButI believe that case is also relied upon because of a remarkthrown ont passim bythe lord ohan- cellor to the effect that whatever remedy there might be for the Company in the ca,8e, wouldbe "an action atlaw for neg- ligence." A dictuM of that sort thrown out in the most eas- ual manner, supported by no statement of the grounds of it, and possibly resting upon some provision of the English stat- ute law giving the right of suing at law for damages result- ing from the mia or mal-management of directors, can have no weight as authority in another jurisdiction not having the benefit of sueh a statutory provision. �The statute law, under which the proceeding at bar is had, empowers the trustees in bankruptcy to sue upon their equita- ble rights, and does not authorize an action of tort for dam- ages from negligence to be brought. The right to sue at common law in this case could only exist by virtue of a stat- ute. Actions at common law cannot be brought upon eon- tracts except by persons in legal privity. The assignee of a contract cannot sue except by statute authority; and none but the immediate subject of a tort can sue at common law. And, therefore, in this case, where the losses were not directly caused by the negligence of the defendants, but were the resuit of acts of officers committed in consequence of the negligence of the directors, no action at law in tort lies ; oertainly not for the assignees of the injured corporation. �Another case relied on by eounsel for the defence is that of the Franklin Ins. Oo. v. Jenkins, 8 Wend. 130. Here the company, through its board of directors, sued four previous directors at law in tort, claiming damages for waste and loss of moneys, credits, and effects of the company. The board consisted of 16 directors, and the law required the concur- rence of a majority of the 16 to render valid any act of the body. As there were but four of the directors sued, and but ����