Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/664

 § 612.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. X. will attend the assertion of any exceedingly general negative legal proposition, that there is no rule of law preventing an agent or functionary from representing and binding two adverse principals by ministerial acts involving no discretion. For instance, the same person acting as broker may bind both buyer and seller by a bought and sold note, 1 and at auctions the auctioneer may be the agent of both parties. 2 It is also said that there is no presumption that the common agent of two adverse principals will act unfairly towards either. 3 Accordingly, it has been held that a common treasurer may adjust the accounts of debtor and creditor corporations; 4 and also that when resolutions have been properly passed authoriz- ing a deed from one corporation to another, it is no objection that the officer authorized to make the specific deed was an officer of both corporations. 5 It has further been held, though with questionable propriety, that a common agent may on be- half of one company sell and on behalf of the other buy the same property. 6 Moreover, it has been expressly decided in more than one state after full consideration, that a contract between two corporations, made by their respective boards of directors, is not invalidated or rendered voidable at the election of one of the parties thereto, from the mere circumstance that a minority of its board of directors are also directors of the other company. 7 etc., R. R. Co., 12 Phila. (Pa.) 374; Martin v. South Salem Land Co., 94 Va. 28; see, also, § 210. 1 Butler v. Thomson, 92 U. S. 412. 2 Pugh v. Chesseldine, 11 Ohio, 109, 123. 3 Adams Mg. Co. v. Senter, 26 Mich. 73; Booth v. Robinson, 55 Md. 419. See Clark ». Trust Co., 100 U. S. 149. 4 Bradley v. Richardson, 23 Vt. 720. Compare Chicago & N. W. R. R. Co. v. Northern Line Packet Co., 70 111. 217. 5 Leathers u. Janney, 41 La. Ann. 1120. 6 Adams Mining Co. v. Senter, 26 Mich. 73. Approved Pauly v. Pauly, 644 107 Cal. 8. See Roberts v. Bank, 11 Wash. 550. But see San Diego d. San Diego, etc., R. R. Co., 44 Cal. 106; Memphis, K. & C. R. R. Co. v. Par- sons Town Co., 26 Kan. 503, 509. 7 United States Rolling Stock Co. v. Atlantic and Great Western Rail- road Co., 34 Ohio St. 450; Mayor, etc., of Griffin v. Inman, 57 Ga. 370; Hagerstown M'fg Co. u. Keedy, 91 Md. 640; see, also, Booth r. Robinson, 55 Md. 419; Union Parific R. R. Co. v. Credit Mobilier, 135 Mass. 367, 377; Wallace v. Long Island R. R. Co., 12 Hun (N. Y.), 460. Accord, Foster u. Oxford, etc., Ry. Co., 13 C. B. 200, 203. Compare Manufactur- ers' SVgs B'k v. Iron Co., 97 Mo. 38;