73 N.J. Eq. 673 | N.J. | 1908
The opinion of the court was delivered by
The bill in this case is filed by the complainant as receiver of the Ocean Orest Hotel Company for the purpose of setting aside or reducing the amount of a $2,000 mortgage upon the hotel property, given by the company to the defendant Mrs. Lillie M. Malott, and assigned by her to Horace E. Nixon, the appellant. The lands covered by the mortgage were conveyed by Mrs. Malott
The vice-chancellor, in his opinion, after premising that a contract for the sale of lands to a corporation by one of its directors is voidable at the option of the corporation, even after it is executed, considers whether the principle which underlies this rule is not equally applicable to a contract of a similar kind made between the corporation and the wife of one of its directors, and solves the proposition in the affirmative. He does not, however, rest his conclusion that the receiver is entitled to the relief granted solely upon this ground. He finds, substantially, that the proofs show that Malott, the husband, and not his wife, was the real actor in the whole transaction, the wife being merely the agency through which he acted, and makes this finding also the basis of his decree.
We do not find it necessary to accede to or dissent from the view that a contract for the sale of property by the wife of a
The conclusion of the vice-chancellor that the appellant, Nixon, took the assignment of the mortgage with full knowledge of its infirmities, we find to be entirely justified by the proofs, and we agree with him that the receiver is entitled to the same relief against it in the hands of the assignee as if it had remained in the hands of the original holder.
The decree below will be affirmed. -
For affirmance — Ti-ie Chancellor, Chiee-Justicb, Garrison, Swayze, Reed, Trenchard, Parker. Bergen, Bogert, Vroom, Green, Gray, Dill — 13.
For reversal — None.