after stating the case. This section of the Revisal is substantially the same as the act of 1825, which has been in force since that time, but so far as we have been able to learn this Court has never been called upon to construe its provisions. Whether the law has been scrupulously obeyed or has gone into “innocuous desuetude” is a matter of conjecture. The defendant contends that the proper construction of the act requires that the defendant must have been appointed or elected a commissioner or director to discharge a public trust, and then in the course of such public authority have made a contract for his own benefit; thg,t, according to the verdict, the defendant took no part in the making of the contract, either as alderman, in behalf of the city, or in paying for the work done, nor did he take any part in the making of the contract in behalf of the New Bern Iron Works and Supply Company, of which company he was a stockholder and president; that the defendant could not control the business of the corporation, and that his entire duty in the management of the corporation was to. act as head of the mechanical department of the shops.
While we are glad to concede that there is no evidence of moral turpitude upon the part of the defendant we cannot concur with his counsel that a finding to that effect is necessary to conviction, and that the act does not extend to an officer of a corporation, when the dealing is between the corporation and the municipality.
It is true that in People v. Mayer, 84 N. Y. Supp., 817, the Supreme Court of New York City sustained the last contention, in consequence of which decision the General Assembly of New *599York amended tbe law of that State so as to include dealings between corporations whose officers, directors or stockholders were municipal officers.
The judgment was rendered at special term of the Supreme Court, a nisi prim court, by Judge Bischaff, and not by the appellate division or by a court of last resort.
We are not impressed with the reasoning of the opinion, and do not regard it as a very persuasive authority.
This law was enacted to enforce a well-recognized and salutary principle, both of the moral law and of public policy, that he who is entrusted with the business of others cannot be allowed to make such business an object of pecuniary profit to himself.
This rule has its foundation in scriptural teaching, that no man can serve two masters, and is recognized and enforced in nearly all well-governed countries. As is said by Judge Dillon: “The application of the rule may in some instances appear to bear hard upon individuals who have committed no moral wrong; but it is essential to the keeping of all parties filling a fiduciary character to their duty, to preserve the rule in its integrity, and to apply it to every case which justly falls within its principle.’4 Dillon’s Municipal Corporations, Vol. 1, 4 Ed., sec. 444.
We are not prepared now to hold, nor it is necessary to decide, that the statute would cover the case of a mere stockholder in a corporation, that sold goods or did work for a municipality of which he was an officer, when the stockholder had no knowledge whatever of the transaction and possibly could not prevent it, but we are of opinion that it is broad enough to include within its scope this defendant under the facts found.
He was more than a mere stockholder who had no part in the management of the corporation. He was its president and director, and acted as the head and manager of the “mechanical department of the shop.”
It was this department that must have manufactured that portion of the articles which could be manufactured and supplied by no other concern in New Bern.
Whether the defendant had actual knowledge of the transaction is immaterial. Occupying the official positions he held *600in tbe corporate body and in its working department, tbe law will bold bim to a knowledge of its transactions witb tbe city of wbicb be was an alderman. Tbe fact tbat be retired from tbe meeting when tbe board of aldermen audited and paid tbe bill does not change tbe character of tbe transaction.
Nor is it necessary to show that defendant directly profited by the contract. In Doll v. State, 15 N. E., 293, it is held tbat: “To become so interested in the contract, it is not necessary tbat be make profits on the same. But it is sufficient if, while acting as sucb officer, be sell the property to the city for its use, or is personally interested in the proceeds of the contract of sale, and received the same, or part thereof, or bas some pecuniary interest or share in the contract.”
A ease directly in point is Com. v. De Camp, 35 At. Rep., 601, where it is held: “Tbe secretary, who is a stockholder of a corporation having a contract for the lighting of a city, is within the prohibition of Crimes Act, 1860, sec. 66, prohibiting any councilman from being interested in any contract with the city, though he was elected councilman after the execution of the contract.” Upon the special verdict the defendant was properly adjudged guilty.
Affirmed.