19 N.Y.S. 592 | N.Y. Sup. Ct. | 1892
The complaint in this action alleges that the plaintiff is a corporation duly organized under the laws of the state of Colorado in August, 1891; and that in February, 1888, one Jerry Collins and one Patrick J. Hegarty were the owners of certain mining claims situated in that state; that they executed a certain instrument between themselves, whereby they agreed to organize a joint-stock company to be called the “Hecla Consolidated Gold Mining Company, ” and whereby it was declared that the parties had theretofore agreed that they would absolutely transfer and assign all their several interests in the said mining properties to the defendant, William L. O’Neill, as trustee, to be held by him in trust for their benefit, until the organization of said company should be completed; and that forthwith thereupon the said trust properties should be absolutely assigned and transferred by said O’Neill, as such trustee, to said mining company. The agreement further recited that it had been agreed as to what the capital stock of the company should be, and.what proportion of stock the owners of the mining claims should have. On the 1st of March, 1888, a further agreement was entered into between said Collins, Hegarty, and O’Neill, in which it was recited that the said Collins and Hegarty were the owners of certain mining claims, (describing them.) Said agreement also recited the fact of the agreement of February, 1888, and that it was expressly desired by the parties as a further assurance to execute those presents, further assuring, assigning,
In support of the defendant’s contention, it is claimed that the trust agreements were simply in part execution of the paroi agreement alleged in the answer between Collins, Hegarty, and the defendant; and that the personal liability of Collins and Hegarty now rests upon the plaintiff corporation, because the corporation practically is Collins and Hegarty; and that, if the corporation tabes the benefit of the trust attempted to be created, it must assume the agreement to pay the trustee, and must ratify the whole transaction or no part of it. The difficulty with the position of the defendant is that, by the written agreements themselves, he has agreed to do certain things, viz., upon the organization of this company to convey this property. By this agreement this corporation, when organized, became the cestui que trust,— the beneficiary under the agreement,—and had a right to enforce the same. It had nothing to do with the outside agreements between Collins, Hegarty, and the defendant. Its rights are fixed by the trust deeds, and, as far as the defendant is concerned, his obligations to the plaintiff are also fixed by the trust deed, and, as between these two, the outside agreements could in no manner affect the rights and obligations which arose from the written contracts; because it-is entirely immaterial whether the trust deeds were executed