Page:Federal Reporter, 1st Series, Volume 5.djvu/182

 X70, FEDERAL REPORTER. �monîco, the contracts had no force or effect, so that Roudo- bush was indebted to them in a substantial way for his position under those instruments. Whatever may be said of the posi- tion of Jones and Selover in ,the transaction, the relations of Chaffee, Delmonico, and Roudebush are not doubtful. They ■were engaged in a common enterprise, in which each was bound to use good faith towards the other. And this was especially true of Eoudebush, who held in his own name the contracts in which all of them were interested. The princi- ple which obtains amongst partners, that ail members of the partnership shall be loyal to the joint concerns, extends to those who are negotiatiug for partnership, to the members of joint-stock associations, to the directors of corporations, and others who are in the same position of trust and confidence. Collyer on Partnership, (6th Ed.) 255, and note. �It is believed that the same rule is applicable to ail persons who may be engaged in a common undertaking, and any of the associates who are entrusted with the interests of the associa- tion. Certainly it cannot be said that, of several associates,' one may turn the joint concerns or property to his own ad- vantage, without the consent of the others. Whatever the relations of the parties may be, if they have united for a com- mon purpose they must be loyal to that purpose, and no one or more of the number can, without the consent of his asso- ciates, appropriate to his own use the property of ail. The use of the contraot with the Denver party to secure the title of the property in the Colorado Springs party, was a conver- sion by Eoudebush of the property of his associates which equity will not sanction. It matters not that byitsown lim- itation the contract would soon expire, and thus become lost to the plaintiff. There is nothing to show that the plaintiff would bave fumished the money to be paid under that contract in order to acquire the title of the Denver party ; and without sueh payment the contract must have failed, and ail benefit and advantage therefrona wotild have been lost to plaintiff. But the fact remains that at the time of the appropriation by Eoudebush the plaintiff was interested in the contract, and the use of it by Eoudebush was without his consent. This is ����