Edgar Munson v. the Syracuse, Geneva and Corning Railroad Company

Summary

The Court of Appeals affirmed the lower court's dismissal of the plaintiffs' suit for specific performance, holding that the contract requiring the new railroad corporation to deliver bonds was unenforceable because it was entered into by a director with a personal interest and because the promoters were not agents of the corporation. The statute authorizing reorganization of railroad property did not apply to the transaction, and the corporation could resist specific performance. The decision rests on established equitable rules barring fiduciaries from contracting with themselves.