Page:Federal Reporter, 1st Series, Volume 3.djvu/844

 TRUSTEES MUT, BUILDIKa POND, ETC., «. BOSSEIUX. '837 �Ala. 566; United Society of Shakers v. Underwood, 9 BusH, �6G9; and Wood v.Dummer,8 Mason, 308, are cited, to show �the proper remedy to be in equity, on theground that direot- �" ors are trustees, and the property of corporations trust funds.] �In Koehler v. The Black River, etc., Co. 2 Black, 715, it washeld by the United States supreme •court that theofficers ànd directors of a corporàte body are trustees of the stock- holders, and, in securing to themselves an advantage not common to ail the stockholders,' they commit a plain breach of trust; In that case the court quote and adopt as law the foUowing passage from section 312 of Angell & Ames on Cor- porations: "The directors are the trustees or managing part- ners, [of a corporation,] and the stockholders are the cestuis que trust, and^ have a joint interest in ail the property and effects of the corporation, and iao injury that the stockholders may sustain by a fraudulent breach of trust can, upon the general principles of equity, be suiïered to pass without a remedy." �[After citing Dodge v. Wûolsey, 18 How. 331, the opinion mentions the case of Curran v. Bank of Atkansas, 15 Hôw. 312, in which the United States supreme court adopted the language of Judge Kent, (2 Com. 307, note î>,)' as foUows: "The received doctrine now is, as shown by the statutes and judieial decisions, that the capital and debts of banking and other moneyed corporations constitute a trust fund and pledge for the payment of its creditors and stockholders; and a court of equity will lay hold of the fund, and eee that it is duly collected and applied." �Other cases of the same purport are here cited, viz. : Attor- ney General v. D'ixie, 13 Vesey, 519; Attofney General v. Kerr, 2 Beav. 453 ; Bank of Gibraltar, etc., 1 Ch. App. L. B. 72 ; Grim v. Barrett, 1 Simons, 45; Cochran v. Coalbrook Ry. Co. Ex parte Bennett, 18 Beav. 339 ; Luxembourg Ry, Co. v. Mag- nay, 25 Beav. 586; Maxwell v. Port, Tenant e Go. 24 Beav. 495 ; Salomons v. Laing, 12 Beav. 339; York d North Midland Co. V. Hudson, 16 Beav. 495; Gray v. Lewis, 8 Eq. Cases, L. E. 526; Atwood v. Merryweather, 5 Eq. Cases, L. E, 464; Bloxom v. Metropoltan Ry. Cô. 3 Ch. App. L. E. 337; Hoole ����