The opinion
Beals, J.
(dissenting)—In the majority opinion, the general rule is recognized that, when the interest of the officer or agent of the corporation in a particular transaction is adverse to the principal, the principal is not chargeable with constructive notice of facts within the knowledge of the agent. The reason for the exception to the general rule is well stated in the majority opinion.
It is also true that from this doctrine there have branched two lines of decisions, one, which in my opinion is the majority rule, following the doctrine that, in actions on fidelity bonds, where it appears that the bonded agent was guilty of fraudulent conduct, of which, of course, he knew, his knowledge was not to be imputed to his principal. In the other line of cases, followed by the majority, a contrary conclusion was reached.
After careful consideration, I am convinced that, in the case at bar, this court should follow what I believe
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to be not only the majority but the better rule, and that the judgment of the trial court should be affirmed.
For this reason, I dissent from the conclusion reached by the majority.
Main, J., concurs with Beals, J.