92 Wis. 345 | Wis. | 1896
The law is well settled that the promoters of a corporation occupy such relation to it that they cannot legally take any advantage over other members of such corporation, and that they are accountable to if for any profits which they may, by a violation of duty in this regard, receive. Chandler v. Bacon, 30 Fed. Rep. 538; Pittsburg M.
It being conceded, as it must be, that there is a good cause of action stated in the complaint against Garrick and Willis, the actual promoters of the enterprise and the persons who made the false representations and ’ directly received the fruits of the fraudulent transaction, the question is presented on this appeal of whether Roberts and Russell, whom they employed to assist them in perpetrating the fraud, for a portion of the profits, and who, with knowledge of the facts, aided them in the scheme, are also liable to the corporation. It is not alleged that they had any dealings directly with the plaintiff or its members, or occupied any fiduciary relation, strictly so called, to them, or that they made any misrepresentations to the stockholders, or personally knew that any were made. ' To support the contention that they are
It follows from the foregoing that the demurrer to the complaint was properly overruled.
By the Court.— The order of the circuit court for Milwaukee county is affirmed.