Wyman v. Bowman’s Empirical Analysis

Citation profile

20 federal appellate · 1 district · 1 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 31 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““In the first place, it is not true, as a general rule, that the directors of a corporation are incompetent to make contracts with themselves as individuals, or that agreements so made may generally he avoided at the suit of creditors or stockholders of the corporation. The only reason why a contract of this character may be sot aside in any case is because directors occupy a fiduciary relation to the corporation, and to its creditors and stockholders. This relation is analogous to that of agent to principal, and trustee to cestui que trust; but it is not of so intimate and confidential a character as either of these. Still it is such a relation of trust and confidence that courts scrutinize with jealous care all transactions between directors as officers and as individuals, and require them to be characterized by good faith and the conscientious discharge of official duty. The vice against which they seek to guard them is that the adverse interest of the individuals may overcome the duty of the officials, and induce agreements and transactions detrimental to the corporation, and unduly beneficial to the individuals. Yet in many — probably in most — cases the interest of the directors and officers of the corporation is as great, and it is often greater, in tlie welfare and success of the company, than in their individual prosperity. In many cases the prosperity of the_ individuals is conditioned by the success of the corporation they are managing. There is no sound reason why”

   3 later decisions quote this exact passage · from the majority
   e.g. Rhea v. Newton · Black v. Brando

2. ““In that case there was no community of interest among the defendants in the controversies presented for litigation, and the convenience of the complainant in pursuing the single suit was overcome by the inconvenience of such a course to the several defendants. In this case there is a community of interest among the defendants in every question of law and of fact presented by the controversies, and the convenience of all parties will be better served by a determination of them here in, a single suit, than by repeated decisions of them in nine separate actions at law. * * * In the suit under consideration, every point of litigation between complainant and the defendants is common to all the latter. * * * The same facts proved by the same evidence condition the defenses of each of the defendants, and the same questions of law are presented by each of them for our determination.””

   1 later decision quote this exact passage · from the majority
   e.g. Fidelity Trust & Safe Deposit Co. v. Archer