case the charitable corporation versus sir robert Sutton and other August see  in re London Birmingham extension railway company carpenter Weisss case de g S  Shrewsbury Birmingham railway company v London n W railway company l I Ch  Overend Gurney   v Gurney lr Ch n phosphate sewage company v Hartmont Ch d the  bill be bring to be relieve against the defendant as committeemen or in other  office and to have a satisfaction for a breach of trust fraud and  mismanagement Lord chancellor the end of the plaintiff bill be to be relieve  against the defendant who be fifty in number and be either committeemen or in  other office and to have a satisfaction for a breach of trust fraud and  mismanagement the corporation take its rise from a charter of the crown the  stock by the charter be not to be less than pound at a time or more than pound  several power be grant for carry on the affair of the corporation and seven  person appoint under the name committeemen the manner of lend upon pledge c  the charter institute several kind of officer particular one call the  warehousekeeper atkins it restrain the company from bank unless with note  Payable on demand and confine within the amount of the stock these be the  material power the intention of it be extreme plain to assist poor person with  sum of money by way of loan to prevent their fall into the hand of pawnbrokers  c in by the king sign manual the stock be enlarge to pound in to pound and in  to pound I can help observe as I goalong that this deviation from the original  fund be a handle for all the mischief which happen afterward one key of the  warehouse be to be in the custody of the warehousekeeper another in the  cashier possession and a three in the bookkeeper S that each may be a check  upon the other there be another officer call the surveyor of the warehouse who  business it be to examine all the pledge take in by the warehousekeeper if  there be any defect of the good in value the warehousekeeper be to make it  good out of his own estate it have happen that the most important of these  rule be break through by the court of committee the cashier be order to  deliver over the key of the warehouse to the accountant atkins er p in John  Thompson be appoint warehousekeeper he be order to deliver over to the  messenger and common servant the key of the warehouse in September the  surveyor of the warehouse be discharge and there be never any appoint  afterward so that all the check upon the warehousekeeper be take away  afterward Mr Woolley and Mr warren be appoint assistant to the warehousekeeper  it do not appear to I that these person be any check at all upon the  warehousekeeper for they give no security to the cor atkins poration but be  rather to be consider as his servant than the servant of the corporation so  that from this time the whole power of pledge c devolve upon these three  person and from hence the scene of iniquity begin the lend more money upon old  pledge without call in the first sum lend but the general and most destructive  method be advance money several time upon old pledge which be not worth more  than the first sum lend or else give credit upon imaginary pledge the  corporation lend out to Thompson himself upon these fictitious pledge large  sum of money notwithstanding he have the whole management of these pledge so  that he may be say to be both borrower and lender Woolley and warren be permit  to act as broker for the borrower and three part in four of the loan be  transact in their name the court of committee take notice of this as a abuse  and that they have print advertisement give direction to person to apply to  they in order to monopolize the whole brokerage upon which the committee make  a order that all person may employ their own broker and yet notwithstanding  this the committee afterward make Woolley and warren assistant to the  warehousekeeper the loss which ensue from this mismanagement be prodigious for  the witness have prove very clear that the money lend be pound whereas the  value of the good pledge be not worth more than pound so that the loss to the  corporation be not less than pound the material consideration for I be from  what cause and from what person this loss may be say to arise one set of  person be clear liable those who lend the money of the corporation upon  fictitious pledge there be a certain confederacy or rather conspiracy who pass  in the cause under the name of the partnership of three or the partnership of  four or of five Lord Hardwicke then state the evidence of John Thompson the  warehousekeeper who be examine for the plaintiff atkins it be prove by he that  there be a partnership of five under a pretence of carry on a project of i in  Scotland and that none of the committee know how the account of the pledge  stand except this partnership of five four and three the defendant have object  to be evidence because he be concern principal in the fraud and run away out  of the kingdom in order to avoid justice and beside that by a act of  parliament make in the that year of Geo ch Thompson be entitle to one five of  what he shall discover of the company effect it be very true this be a legal  objection and though he be not a good witness with respect to the five partner  who have not examine he yet he be certain a good witness against such of the  defendant as have cross examine he and who have think proper to read his  deposition the ground upon which the plaintiff find their relief against the  committeemen be these saint that they have be guilty of manifest breach of  trust or at least of such supine and gross negligence of their duty and so  often repeat that it will amount to a breach of trust these be great and  important question it will be pro per to state what be the actual breach of  trust saint pass of note c dly sign note for loan upon pledge call renew  pledge though they know at the same time that the money original lend be not  paia dly sign note of John Thompson warehousekeeper thly take off all the  check upon he oh atkins er p thly make several order to put it in the power of  Thompson warren and Woolley to commit those fraud as to the three first they  be actual breach of trust and the committeemen be clear guilty who have be  concern in they the bylaw prescribe that when note be to be issue by the  cashier they shall be sign by one of the committeemen and intend as a check  upon the warehousekeeper and cashier atkins now several note have be issue  without observe this rule which be a express contravention of the bylaw a  registry of pledge be keep in which a entry be make of the value of the good  pawn after this be do a new loan be make upon the same pledge to the same  person and a reference to the old number in the registry upon every new  advance so that it may be call a pedigree of loan through twenty descent now  it be not in the nature of the thing possible to suppose that the same person  want to reborrow can replace the first money lend and therefore at the outset  be a plain and obvious fraud I shall therefore direct a inquiry into the value  of the good in general which have be pledge as to the three breach of trust  the committeemens behaviour with regard to Thompson their warehousekeeper it  be such a notorious fraud or at least gross inattention to suffer he who be to  set a value on all the pledge to borrow money upon they himself that I shall  direct those who shall appear to be guilty of it to make good the loss as to  the four and five breach of trust the take off all check upon Thompson and  make several order to put it in the power of Thompson Woolley and warren to  commit those fraud they be not so clear breach of trust though at the same  time they appear to I to have tend great to the loss and prejudice of the  corporation but whether they be criminal will be the question I think the  person present be only liable who issue out the order which invest Thompson  Woolley and warren with such power but then another head of charge have be  make under the Crassus heedlessness which have be divide into these several  branch saint the committeemens nonattendance upon their employment dly their  not observe the bylaw of law of lie the balance of cash regular before they  dly not take any notice of forfeit pledge atkins thly never once inspect the  warehouse to see what number of real pledge be there thly put the whole power  into the hand of Thompson Woolley and warren now from all these a accumulate  charge be make against the whole body of director or committeemen consider  first the foundation of this general charge I take the employment of a  director to be of a mix nature it partake of the nature of a public office as  it arise from the charter of the crown but it can be say to be a employment  affect the public government and for this reason none of the director of the  great company the bank Southsea c be require to qualify themselves by  takingthe sacrament therefore committeemen be most proper agent to those who  employ they in this trust and who empower they to direct and superintend the  affair of the corporation in this respect they may be guilty of act of  commission or omission of malfeasance or nonfeasance vide Donats civil law  upon thishead b title see pound now where act be execute within their  authority as repeal bylaw and make order in such case though attend with bad  consequence it will be very difficult to determine that these be breach of  trust for it be by no mean just in a judge after bad consequence have arise  from such execution of their power to say that they foresee at the time what  must necessary happen and therefore be guilty of a breach of trust next as to  malfeasance and nonfeasance to instance in nonattendance if some person be  guilty of gross nonattendance and leave the management entire to other they  may be guilty by this mean of the breach of trust that be commit by other  atkins er p atkins by accept of a trust of this sort a person be oblige to  execute it with fidelity and reasonable diligence and it be no excuse to say  that they have no benefit from it but that it be mere honorary ante and  therefore they be within the case of common trustee vide clog v Bernard salk  another objection have be make that the court can make no decree upon these  person which will be just for it be say ever man nonattendance or omission of  his duty be his own default and that each particular person must bear such a  proportion as be suitable to the loss arise from his particular neglect which  make it a case out of the power of this court now if this doctrine shall  prevail it be indeed lie the axe to the root of the tree but if upon inquiry  before the master there shall appear to be a supine negligence in all of they  by which a gross complicate loss happen I will never determine that they be  not ill guilty so p W nor will I ever determine that a court of equity can lie  hold of every breach of trust let the person be guilty of it either in a  private or public capacity the tribunal of this kingdom be wise form both of  court of law and equity and so be the tribunal of most other nation and for  this reason there can be no injury but there must be a remedy in all or some  of they and therefore I will never determine that fraud of this kind be out of  the reach of court of law or equity for a intolerable grievance will follow  from such a determination in the present case one thing be clear that sir  Archibald grant Robinson Thompson burrow and squire who be the five that be  engage in that confederacy be certain liable to make good the loss which the  corporation have sustain in the first place and the committeemen who be not  partner in this affair be liable in the second place only therefore in the  present case I be of opinion if there be no evidence to charge the  committeemen of be privy to the original design yet they will be guilty in the  second degree by connive at the affair and not make use of the proper power  invest in they by the charter in order to prevent the ill consequence arise  from such a confederacy atkins I shall begin with such of the defendant as  ought to be dismiss against who the bill can be support and then his lordship  name some few of they only I shall direct the master to inquire who be the  committeemen that sign note to Thompson the keeper of the warehouse for they  must be responsible for the loss arise from thence which must be make good by  they or their representative I do likewise declare those committeemen to be  liable who have issue note upon loan call renew pledge without be sign and the  loss from it to be make good by they or their representative the master must  also state the whole loss the corporation have sustain and for the better  discovery let all book and paper be produce by the several defendant upon oath  and let the plaintiff by their proper officer produce book and paper on the  oath of the say officer the late Mr Aystabie be a committeeman let his  representative appear before the master to be examine as to the hand his  principal have in this affair and to produce all paper in his custody relate  to it all other matter must stay until the cause come back upon the master  report