BILL v. wnsrmau muon rm,. oo. 17
tion to take the chances that the directors have not abused their posi-
tion under such circumstances. i
Practically and logically there can be no difference in the complex-
ion of the transaction when the agent or the director, instead of inter-
posing his personal interests between his principal and himself, inter-
poses those of a third person. Undoubtedly the same person may
be the agent of two distinct principals, and bind them both by his acts s
for each; but this is where he is expressly or impliedly authorized to
act for each in the transaction with the other. Brokers fall within
this category. But this does not advance the argument in favor ofan
agent whb is selected for the sole duty of representing a single prin-
cipal. The principal bargains for all the zeal and ability of his agent,
and is entitled to their exertion in his own favor. He does not expect
that his agent will place himself in a position where his obligations
to another will raise a coniiict of duties and interests. If the agent
_ disregards this reasonable expectation, and attempts to serve two
masters, the principal may assume that the agent has been unfaith-
ful, and repudiate his act. Applying these principles to the case in
hand the conclusion is obvious. If the directors could not enter into
a contract with the lessee which the lessor could not repudiate be-
cause of the peculiar relations existing between the lessee and the
directors, theycould not bind the lessor by a vote which was the T
equivalent of a contract, or was indispensable to the validity of the '
lease.
Assuming that the lease was voidable at the election of the corpo-
ration, because its directors were also the agents of the lessee, it
remains to determine whether the complainant, as a stockholder, can
invoke the aid of the court to annul the lease. If he is not in a
position to do so, it is immaterial whether the lease was for an inade-
quate consideration or not, or whether it was one which, for any rea-
son, the corporation might repudiate. The question relates to the
right of a stockholder to assert what, primarily, it is the province
` and the duty of the corporation itself to assert. His right to main-
tain an action like this is recognized only when the corporation
refuses to assert the rights of the stockholders. The law is well
stated in Morawetz, Corp. § 384, as follows:
*‘OrdinariIy, the directors of a corporation have complete power to control
its action, and decide whether it shall enter into a litigation or not. In such
ease, therefore, a shareholder cannot obtain the interposition of equity without
showing that the directors are either unwilling or unable to bring suit on
v.16,no.1——2