Page:Federal Reporter, 1st Series, Volume 3.djvu/845

 838 FEDSBali BZSPOBTEB. �V. Great West. Ry. Co. Id. 262 ; and Gregory v. Patchett, 33 Beay. 595, explaining Foss v. Harbottle, 2 Hare, 461, and Mozley v. Alston, 1 Phillips, 790.] �I will conclude this review of cases by citing the early, lead- ing, and important one of the Charitable Corporation, etc., v. Sutton, 2 Atkins, 401. The conapany brought a bill against its committee naen (directors) and other officers, praying to be relieved of their services, and to have satisfaction for breaches of trust, fraud, and mismanagement. The transac- tions complained of ran through a series of years, and wera committed, some by part of the defendants, some by others, causing losses, attributable, some to one or more defendants, some to others, making a case of varions and complicated responsibility, eapecially as the charge was of non-feasanoe or neglect of duty as well as of malfeasance. , �The court held that the bill vrould lie, and among other things decided — First, that a gross non-attendance in a director may make him guilty of the breaches of trust com- mitted by officers and other directors ; second, that a director's saying that he had no benefit from his office but such as was merely honorary, is no excuse for his want of diligence; and, third, that when a supine negligence ap- peared in ail the board, by which a complicated loss bas hap- pened, they are ail liable. �Considering that ail the directors are liable, jointly and Beverally, in such a state of things, a bill eeeking to maka them so may not be amenable to the objection of multifa- riousness which would be open to that objection if the de- fendants were liable only severally. This point was decided by Lord Hardwicke in this case of the Charitable Corpora- tion, and his words on the subject were very emphatic. He said: "Objection has been made that the court can make no decree upon these persons which will be just, for it is said every man's non-attendance or omission of duty is his own default, and that each particular person must bear such a pro- ' portion as is suitable to the loss arising from his particular neglect, which makes it a case out of the power of this court. Now, if this doctrine should prevail, it is laying the axe at ����