Heminway v. Heminway

Andrews, C. J. The defendant was on the day named in the complaint the secretary of the M. Heminway & Sons Silk Company, a joint stock corporation located at Watertown, and as such had the charge and custody of the office and of all the papers of that corporation. On that day the plaintiff came into the office of the corporation, took the fetter file from the place where it was usually kept, and commenced to look it over and to make memoranda from the letters and bills contained therein. The defendant requested the plaintiff to return the letter file to him, as he wanted it. The plaintiff refused to give it up, and thereupon the defendant forcibly took it from him, using no more force than was necessary for that purpose, but in so doing scratched the plaintiff’s hands so that the blood came; which was the assault alleged in the complaint. The plaintiff was a stockholder in and a director of the corporation, and he claims that he rightfully refused to return the letter file to the defendant by reason of his so being a stockholder and a director. The finding also shows that he had been engaged with others in organizing, and that he was active in the management of, another silk company in the same town, rival to the one above named, and that he was using the letter file at the time of the alleged assault and taking memoranda therefrom for the benefit of such other company. It may be admitted that a stockholder or a director in a joint stock corporation has the right at any reasonable and proper time to examine and inspect the books and papers of the corporation, whenever it is necessary to do so for the protection of his interests as a stockholder or for the performance of Ms duties as a director. The statement of this right implies that such examination could not be had at any other time or for any other purpose: and it clearly implies that such examination could not be rightfully had for a purpose hostile to the corporation. “ The directors or trustees of a corporation, in accepting their appointment, impliedly undertake to give the company the benefit of their best care and judgment, and to use the powers conferred upon them solely in the interest of the corporation. They have no right [445] under any circumstances to use their official positions for the benefit of any one except the corporation. It is a general rule that the power conferred upon an agent must be exercised to advance the interest of the principal and for no other purpose.” 1 Morawetz on Corporations, § 517. See also Alford v. Miller, 32 Conn., 543; Hoyle v. Plattsburgh & Montreal R. R. Co., 54 N. York, 314. When the plaintiff was using the letter file for the benefit of his rival company he was misusing his power and betraying his trust as a director of the M. Heminway & Sons Company. His being a director in that company,'so far from being an excuse to him for refusing to return the letter file upon request, was an imperative reason why he should have complied with the request. A breach of his duty as a director does not excuse or palliate his breach of the law in withholding the letter file from its authorized custodian. “ It is settled by ancient and modern authority that under such circumstances a man may defend or regain his momentarily interrupted possession by the use of reasonable force, short of wounding or the employment of a dangerous weapon. Commonwealth v. Donahue, 148 Mass., 529; Baldwin v. Hayden, 6 Conn., 453; State v. Elliott, 11 N. Hamp., 540; Commonwealth v. Lynn, 123 Mass., 218. There is error and the judgment is reversed. In this opinion the other judges concurred.