Crowell v. Jackson

The opinion of the court was delivered by The Chancellor. We are of opinion that, in contemplation of law, there can be no fraud without moral delinquency; in other words, that there is no actual fraud which is not also moral fraud. In purchase or sale, if there be no designed misrepresentation by words or deeds and no active intentional concealment, and no intentional silence where there is is a duty to speak, an action for deceit will not lie. A director, or the treasurer, of a corporation, is not, because of his office, in duty bound to disclose to an individual stockholder, before purchasing his stock, that which he may know as to the real condition of the corporation affecting the value of that stock. He is, to some extent, trustee for the stockholders, as a body, in respect to the property and business of the corporation, but does not sustain that relation to individual stockholders with respect to their several holdings of stock over which he has no control. We approve the conclusions reached by the Supreme Court of Indiana in The Board of Commissioners of Tippecanoe Co. v. Reynolds, 44 Ind. 509, which are directly in point with the. questions here raised. The judgment below will be affirmed. For affirmance—The Chancellor, Chief Justice, Dixon, Knapp, Magie, Reed, Scudder, Yan Syckel, Brown, Clement, Smith, Whitaker. 12. For reversal—None.