The defendant offered to prove that he had claims against the Eailroad Company (in round numbers) of $2,700 for work done; that he had been pressing this claim upon the directors, from year to year, since 1864, and was put off on one pretext or another; that in January, 1870, when his claim, including interest, amounted to $3,700, the plaintiff, who was one of the directors, offered him $2,500, for his claim, saying that Byrnes, and others of the directors, were determined not to allow interest, whereupon the defendant agreed to let plaintiff have his claim for $2,500. Soon *399thereafter an order allowing his claim was passed by the' directors and he was paid the whole amount, $3,700. This action is brought to recover the excess of the amount received by the defendant upon bis claim, over the sum of $2,500. His Honor rejected this evidence, on the ground that “ this was a matter between the Company and the plaintiff, and not against public policy.
There is error.
The plaintiff sues for $1,200. What has he paid for it ? Not one cent. If the claim of the defendant was fair, the plaintiff, as a director, ought to have allowed it; if it was dishonest, it ought to have been rejected ; but what has the plaintiff done to earn $1,200 ? “there is the rub.” He has used his influence to have a claim allowed and paid by the board of directors, and now asks to have j udgment for one-third of the amount, because the defendant had agreed to let him have all that was allowed upon the claim over and above $2,500 “ for his influence in getting the claim allowed and paid.”
Whether he bought up Byrnes by paying him his price, oris seeking to appropriate the entire $1,200 to himself, the transaction is in every point of view against good morals, and consequently “ against public policy,” and not fit to be enforced by a Court of justice. The doctrine rests on the principle that Courts not only redress fraud, but seek to prevent it, by removing temptation. A trustee or administrator is not allowed to buy at his own sale. Why ? Because he would be led into temptation to underrate the value of the property, or to take advantage in some other way.
If an executor or administrator takes .up a claim against the estate for less than the amount due on settlement, he is allowed only the sum actually paid. Why ? Because otherwise there would be temptation to misrepresent the state of the assets, and put difficulties in the way so as to force creditors to submit to loss.
On this principle Presidents and directors of railroad companies are not allowed to buy up and speculate upon claims *400against the Company. Why ? Because there would be temptation to misrepresent the creditor of the company, to make false statements as to the note in regard to interest, and to put off a claimant under one pretext or another, (as the defendant offered to prove in this instance,) until he is harried down and agrees to accept two-thirds of his debt, and let “ a director” have the other third.
Had the plaintiff openly and above board, as a purchaser, received the amount of the claim, it would have been difficult for the defendant to make him pay more than the $2,500, for which he held the note. But the plaintiff did not see proper to avow himself as a purchaser, probabty, because then the profit of the speculation would have inured to the benefit of the company, or other directors might have insisted upon having a share of the spoils. As the money has thus got into the hands of the defendant, there is no principle on which a Court of justice can aid the plaintiff, in his attempt to recover one third of it.
A director, for the purpose of speculation, buys a claim against the company, or rather he stipulates that he is to have all over a sum certain; provided the claim is allowed and paid in a given time ; so he is made a judge in his own ease, and “ is led into temptation.”
That such “ actings and doings ” on the part of Presidents and directors of railroad companies violate good morals, and are against public policy is a question which we-will not discuss.
His Honor took the narrow view, “ the matter is one between the director and the company.” Hot so; the matter is one between the honest and dishonest portions of the body politic. This, of course, involves a question of public policy; and the Courts will not enforce the performance of a contract against good morals.
Per OukiaM. Fmire de novo.