Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/810

 § 803. J THE LAW OF PRIVATE CORPORATIONS. [CHAP. XVI. CHAPTER XVI. LEGAL RELATIONS AMONG THE OFFICERS OF A CORPORATION. Directors, § 802. Contribution among directors; re- specting liability to tbe corpora- tion, §§ 803, 804. Respecting liability to creditors, §805. Between directors bound on the same instrument, § 800. § 802. Between directors and other officers, §807. Right of directors to inspect the corporate books, § 808. Be facto directors, § 809. Directors. Directors meet together, consult, and together trans- act the business of the corporation. But their mutual legal relations as directors are few, perhaps their most important right as against each other being that no one of their number shall commit any wrongful act through which the corporate interests are injured in a way that Avill implicate other directors in liabilitv to make good the damages. § 803. The common rule of law that there is no contribu- tion among tort-feasors 1 must be strictly construed in relation to directors and other officers and agents of corporations, for they may be held liable for the wrongful acts of each other in cases which are not within the contemplation of the rule. In two classes of cases the rule seems inapplicable. First, when directors are held liable for the acts of their appointees or associates ; 2 and secondly, when by some statute directors are rendered liable, although guilty of no default, for the wrong- ful acts of each other or of other corporate agents. 3 Accord- ingly, if directors are, for any reason, held liable for the Contribu- tion among directors ; respecting liability to the corpora- tion. 1 There seem to have been excep- tions to this rule at common law, e. g., where one of two persons was held liable for the tort of their com- mon servant, contribution from the other was allowed. Wooley v. Batte, 790 2 Car. & P. 417. But see Oakes t Spalding, 40 Vt. 347; and Spalding v. Oakes, 42 Vt. 343. 2 See § 624. 8 See, e. g., Const, of Cal., 1879, art. xii. § 3.