“[T]he 16 knowledge of Dunham cannot be imputed to the corporation. At the time Dunham obtained 17 knowledge of the transaction, he was not a director.”
How later courts described this case
- “[T]he 16 knowledge of Dunham cannot be imputed to the corporation. At the time Dunham obtained 17 knowledge of the transaction, he was not a director.”
Written by the judges who cited it.
The opinion
HOUGII, Circuit Judge
(dissenting). “Expense” is a word that always implies disbursement or liability on the part of the expense incurren If, as this court has heretofore held, Du Pont incurred no personal liability to Gardiner, and if, as we now hold with obvious truth, Gardiner never rendered any services to either Du Pont or the defendant company, it is impossible for me to perceive how Gardiner’s claim can be regarded as an “expense incurred” by any one, except perhaps Andrews.
The material facts have long been patent in the record of Du Pont v. Gardiner, supra; that evidence has never been varied in any essential ; the subsequent proceedings are but a game of legal hide and seek. Du Pont promised to make an intended corporation pay Gardiner; he was induced so to do by what he regarded as false representations, and so did not keep his promise. After he became (rightly or wrongly) convinced of Andrews’ falsity, of course he never intended to keep that promise.
It is now held that Du Pont smuggled into his long subsequent agreement with this defendant corporation a contract to pay as an “expense” something he was not liable for, and for which he thought it morally impossible any one could be made to respond. From this proposition I dissent.