Douglass-Whisler Brick Co. v. Simpson , 233 Pa. 515 ( 1912 )

Per Curiam,

The bill in this case was for an account for profits secretly made by the defendant while an officer of the corporation, plaintiff, in the sale of property to it. The substance of the findings of fact by the court is that the defendant was president, treasurer and a director of a corporation which desired to procure a new location for its business, and he and the secretary were authorized to sell its plant in order that it might locate elsewhere; that the defendant procured, in the name of another person, an option on the clay and coal in place on a tract of land for $4,000, and without disclosing his interest, sold it to the corporation for $9,400, and appropriated the difference to his own use; that during the transaction he did not disclose the fact- of his ownership to any of the directors or stockholders, but by his conduct led them to believe that he was acting for the corporation and purchasing the property from a stranger.

We find no reason to doubt the correctness of the findings of fact and from them the conclusions of law requiring the defendant to account and pay over the profits followed. An officer of a corporation occupies such a fiduciary relation to it that he cannot retain secret profits received in the management of its affairs: Bird Coal & Iron Co. v. Humes, 157 Pa. 278; Commonwealth Title Ins. & Trust Co. v. Seltzer, 227 Pa. 410.

The decree is affirmed at the cost of the appellant.