Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/663

 CHAP. X.] CORPORATION AND OFFICERS. [§ 642. § 640. The class of cases just discussed must carefully be distinguished — and this in practice will often be Transac- raost difficult — from cases which have arisen con- t 101 ? 8 ," 1 winch om- cerning the contracts between two corporations, the ceis act for validity of which is contested on the ground that verseiy in- some of the officers of one corporation are officers CO rpo- e of the other. rations - These latter contracts may be set aside on the ground of fraud like other contracts, 1 and they are especially open to the suspicion that one corporation has been unfairly favored at the expense of the other. Moreover, a contract of this character is voidable if the common officers making it have personal interests in the transaction which decidedly lead them to favor one rather than the other of the contracting parties. 2 But in such case the contract would be set aside, not on the ground that a common agent represented two principals, but because it is a contract in which he was personally interested. § 641. Another preliminary consideration to be borne care- fully in mind is that the acts and declarations of the agent while acting as agent of one of the corporations, cannot create, at least in favor of that corporation, an estoppel binding on the other corporation, whom he may also represent. 3 Likewise, that the two companies have some common directors or a com- mon solicitor, does not affect one company with notice of acts done or knowledge possessed by the common directors or solic- itor as directors or solicitor of the other company. 4 § 642. It may be asserted with nearly as much safety as of their services and materials fur- nished; this value, however, not to be estimated by the prices mentioned in the contract. Thomas v. Brown- ville, etc., R. R. Co., 109 U. S. 522. See, also, McGourkey v. Toledo, etc., R. R. Co., 146 U. S. 536, 565. 1 See, especially on this point, Goodin v. Cincinnati, etc., Canal Co., 18 Ohio St. 169, cited at length in § 559. Also Fitzgerald v. Fitzgerald, etc., Co., 41 Neb. 374; Rear River V. O. Co. v. Hanley, 15 Utah, 506. 2 Galley v. National Exchange Bk., 41 Mich. 169. Compare San Oiego v. San Diego, etc., Railroad Co., 44 Cal. 106. 3 Pennsylvania R. R. Co.'s Appeal, 80 Pa. St. 265. In such cases it may be often difficult to determine for whom the agent was acting when he made the declaration, but it is safe to assume that under such circum- stances no court would favor an es- toppel. 4 In re Marseilles Extension Rail- way Co., 20 W. R. 254; DeKay v. Hackensack Water Co., 38 N. J. Eq. 158; Benton v. Bank, 122 Mo. 332. Compare Kersey Oil Co. v. Oil Creek, 643