47 Mo. 76 | Mo. | 1870
delivered the opinion or tne court.
The counsel for the respondent, in their argument in this court, have abandoned all objection to the report of the referee except the first in the series, which objection was decided in their favor and sustained by the Circuit Court. On the sustaining of that objection, and the modification of the judgment in conformity thereto, the plaintiffs appealed to this court. The suit was for an account growing out of the earnings on a certain trip of the steamboat Deer Lodge, of which the appellants and the respondent were respectively the owners. The appellants owned each one-eighth part, and the respondent owned the remaining six-eighths.
The material question to be decided is whether it was competent for Copelin, acting in his capacity of general agent for the boat, to make a private speculation out of the transaction. It is true that he contracted for the transportation of the freight in his own name, but he used the boat, for which he was acting and of which he was the avowed general active and managing agent, to complete and carry out his contract. He said nothing to the appellants, the officers and co-owners of the boat, respecting any private arrangement that he had as to the price to be paid in carrying the freight. Under such circumstances did not all those jointly concerned in the boat have a right to expect and believe that he would use his best endeavors to promote their joint interests, and not attempt to speculate at their expense for his private benefit? The whole management and control was committed to his hands. Whilst the appellants were giving their services to the running of the boat and employing their skill and labor to make their enterprise successful, he was the agent who engaged the freight, received the money, made the disbursements, and attended to all transactions pertaining to the business. He occupied a
I perceive no merits in the argument that because the respondent owned the greater part of the boat therefore he was acting for himself, and the rule ought not to apply. Others were interested in the boat, and he was acting for the joint interest of all. Whatever advanced their interests advanced his also in the same proportion; but because he owned the major part, he could not be permitted to use the whole for his benefit, and to the detriment of the others.
I think that the appellants had a right to rely on and presume that the respondent would exercise the most entire good faith in his dealings toward them, and that in any business in which he employed the boat they were entitled to a proportional share of •the profits received and earned.
If these views be correct, the judgment of the Circuit Court should be reversed and that of the referee affirmed; and with the .concurrence of the other judges, it will be so ordered.