Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/812

 §806.] THK LAW OF miYATK CORPORATIONS. [CHAP. XVI. transactions were authorized, were entitled to contribution from each other ; and that they need not wait until sued by the company, or until a loss had certainly befallen it ; but being themselves bound to make good the matter at once, they were at once entitled to contribution. The court said, more- over, that it would draw a line between those who participated, and those who were merely negligent in allowing the improper transactions. 1 A rule for such cases might perhaps be stated thus : If directors A., B., C, and D. are held liable for the wrongful act of director E., with which they were in no way concerned, either actively or by connivance, they will have the right as against E. to complete indemnification ; and if one of their number, as for instance A., has been forced to pay all or more than his proportion of the loss arising from the wrongful act, he will be, as against B., C, and D., entitled to contribution. 2 § 805. Still, when the liability is the result of an act or an omission which may be imputed to each one of the Kespecting,. 1 u i • nubility to directors, it has been held that no contribution anions: them would obtain. As in the case of Andrews v. Murray, 3 where it was held that no contribution could be had in respect of liability arising from a failure to file an annual report required by statute ; Judge Ingraham saying : " Either of the trustees might have avoided this liability by attending to the duty imposed upon him by the statute. He cannot charge any other trustees with the consequence of his own negligence. The statute imposes the duty on each, the liability attaches to each, and the policy of the law is to leave each one to the consequences of his own negligence, so as to insure stricter attention to the provisions of the statute on the part of each of the trustees, which might not be the case if such negligence could be divided between the whole." 4 § 806. If the officers of a corporation bind themselves for its 1 Power v. O'Connor, 19 W. R. 923. 2 Compare Ashhurst v. Mason, L. R. 20 Eq. 225; Wilson v. Goodman, 4 Hare, 54; Lewin on Trusts, 744, ed. 6. 792 » 33 Barb. 354. 4 33 Barb. 354, 356. Nickerson v. Wheeler, 118 Mass. 295, is directly contrary to this decision. See §§764, 767.