106 Ala. 240 | Ala. | 1894
— It is not of importance to the decision of the case, in any of the aspects in which it is now presented, to determine whether the agreement into which the parties entered, forming the “Cotton Press Association of Mobile,” as between the parties, created
Partners, in all the scope of the partnership business, in all dealings with each other as to partnership affairs or property, stand in a fiduciary relation, the one to the other, and are bound to the uberrima fides of such relation. The essential idea was well expressed by Stone, C. J., in Goldsmith v. Eichold, 94 Ala. 119 : “Each partner is, in one sense, a trustee ; a trustee for the newly created entity, the partnership, and for each member of the firm, who thus becomes a beneficiary under the trust. He is more ; he is a trustee, and a cestui qu.e trust. A trustee, so far as his own duties bind him ; a cestui que trust, so far as his duties rest on his co-partners. And it is sometimes said that each partner is both a principal and an agent; a principal, to the extent he represents his own interest, but an agent so far as he represents his co-partners.” The principles on which a court of equity proceeds, in passing upon transactions or dealings of persons standing in a fiduciary relation, are not applied only when some well defined legal relation may exist, but extend to all the varied relations in which confidence and trust is reposed and accepted, and is abused or betrayed. Kerr on Fraud & Mistake, 182. . The parties associated for a common purpose, for the promotion of their mu
But while such a transaction is voidable at the election of the parties injured, there must be a restoration, or compensation for whatever of benefits they may have derived from it. Whatever of profit the uft faithful agent or associate may have derived he is compelled to yield. It is not for him to say the property was worth all he received, and that all the advantages contemplated from its purchase have accrued. Profit from the abuse or betrayal of the confidence reposed, he is not permitted to reap. “Fraud without damage, gives no cause of action,but when these two do concur and meet together, then an action lieth,” is a maxim of law, of very general application. Bestor and Huger, two of the complainants,
As the case is laid in the bill, each plaintiff has a separate, distinct demand, and to support the bill, each must prove a distinct wrong done to himself. The act of the defendants, the breach of confidence and fraud committed, sprang from the joint or associated relations of the parties, but it operates on the plaintiffs separately
There are other questions of much'importance and interest which have been elaborately argued, upon which it is not necessary to express an opinion. We are not' now inclined to the opinion that the agreement into which the parties entered is offensive to public policy. And we are inclined to the opinion, that if Bestor and Huger be not estopped, each of the plaintiffs have a remedy by action at law for the recovery of whatever damages he may have sustained from the fraud which was practiced by Paidcer and Barker in the transaction of renting. These are questions, however, which are not decided, but left open for future.consideration, until a necessity for their decision may arise.
We find no error in the decree of the chancellor, and it must he affirmed.