Wolf v. St. Louis Independent Water Co.
Before: Cope
Synopsis
A party who permits himself to stand on the hooks of a water company, incorporated under the statutes of this State, as a stockholder, and holds the office of secretary—to which no person but a stockholder is eligible—is not a competent witness for the company, in an action against it for overflowing plaintiffs’ mining claim. He is liable for the debts of the company, and, therefore, interested.
The fact, that the stock was held in his name in trust for another—the transfer having been made simply to enable him to become an officer of the company— does not relieve him from responsibility.
The trust, in such case, is only implied; and the seventeenth section of the Corporation Act of 1853, applies only to the trustee of an express trust.
In such action, the fact that plaintiffs could have prevented the damage by pulling off a board from defendant’s flume, and permitting the water to discharge above plaintiffs’ claim, is no defense, because they were not obliged to avoid the injuries complained of by committing a trespass.
Cope, J. delivered the opinion of the Court Field, C. J. concurring.
The witness Wheeler was incompetent, and was properly excluded. He permitted himself to be represented on the books of the company as a stockholder, and held the office of secretary, to which no person but a stockholder was eligible. Under these circumstances, every person dealing with the company had a right to suppose that he was a member, and he could not escape responsibility for the debts of the company, by showing that the stock standing in his name was held in trust for another. The trust, if any, was only implied, and we think the seventeenth section of the Corporation Act of 1853 was intended to apply only to the trustee of an express trust.
There is nothing in the point, that the plaintiffs might, by ordinary diligence, have avoided the injury of which they complain. They could have done so only by the commission of a trespass, and surely they are not to be denied redress because they have chosen to appeal to the law, rather than violate it.
Judgment affirmed.
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