Corporation—Violation by Director or President op Fiduciary Delation—Secret Profits Must be Accounted for.—Any secret profit obtained 'by the president or a director of a corporation by reason of any violation or disregard by him of any of the obligations incident to the fiduciary or quasi trust relations that he occupies toward the corporation and its stockholders, cannot be retained by him, but must be accounted for to the corporation.

Id.—Director or President cannot Assume a Position Adverse to His Fiduciary Duty.—Such an officer, and especially a director who is president of the corporation, is obligated, by reason of bis mere oceupaney of the office, to act in all matters affecting the corporation and its stockholders, solely with an eye to their best interests, unhampered by any pecuniary interest of Ms o*n. The law in tMs regard is so strict that he is not allowed to assume a position that is possibly adverse to his fiduciary duty.

Id.—Life Insurance Corporation—Obtaining Subscriptions to Stock —Secret Arrangement of President to Share Profits of Employee.—A director and president of a life insurance corporation, the directors of which were proceeding, as required by section 414 of the Civil Code, “to secure subscriptions to the full amount of the fixed capital,” has no right to enter into a secret arrangement with one employed, under an unexecuted contract, to obtain subscriptions to its capital stock, by which he is to secretly share in- the profits of such employee, and he must account to the corporation for the share of the profits so secretly acquired by him. This result follows, although the contract of employment was entered into prior to his becoming director and president, and definitely fixed the net amount to be received by the corporation on. account of the subscriptions, and such amount was in fact received by it.

Id.—Assuming Position Hostile to Corporation—Want of Intent to Injure Corporation Immaterial.—The president of the corporation, by secretly acquiring such pecuniary interest, secretly placed himself in a position that was hostile to the interests he was bound to protect as an officer of the corporation, where conflict might arise between his trust duty and his personal interest. Such a position the law does not allow him to assume. For him to do so is a violation or disregard of the obligation incident to the fiduciary or quasi trust relation that he occupies. It is immaterial that he is entirely free from any intent to injure the corporation in the slightest degreee, acting in fact in -the highest good faith throughout, or that his actions were really to the advantage of the corporation.

Ed.—Assuming Position Antagonistic to Subscribers for Stock.— By acquiring and retaining such interest in the net profits of the person employed to obtain the subscriptions to the capital stock of such corporation, necessary under the law to enable it to commence and continue its business, the president placed himself in a position which the law absolutely precluded him from assuming, that was antagonistic, so far as pecuniary interest was concerned, to the interests of those who were to subscribe for the stock.

Id.—Directors Soliciting Subscriptions Act as Promoters—Secret Profits Prohibited.—The directors of such corporation, in the performance of their legal duty of procuring the necessary stock subscriptions to enable the corporation to commence and continue its business, were practically “promoters” of the corporation, and as such occupied a fiduciary relation to it, and to its stockholders, and were precluded from deriving any advantage over other stockholders, without a full and fair disclosure of the transaction.

Id.—Secret Profits Recoverable by Corporation—Damage to Corporation not Essential.—The corporation is entitled to recover secret profits obtained by a director or promoter by a violation of the obligation resting upon him, and it is entirely immaterial that the corporation may not have been damaged by the transaction in which they were made.

Id.—Estate of Deceased Person—Claim for Secret Profits—Form of.—A claim for the secret profits so acquired by the president, presented by the corporation against his estate, need not be drawn with the precision which would render a complaint good against a special demurrer. It is sufficient to sustain an action by the corporation to recover such profits that the claim, as presented, was based upon the cause of action there asserted, and sufficiently showed the nature of the corporation’s demand to give the personal representatives of the estate such information as was necessary to enable them to act upon it advisedly.

Id.—Claim of Corporation—Verification by Secretary—Use of Word “Claimant” Instead of “Affiant.”—Such claim, if verified by the secretary of the claimant corporation, is not rendered insufficient, merely because his affidavit thereto, in deposing to the truth of the facts stated therein, uses the phrase “to the knowledge of said claimant,” instead of the statutory words “to the knowledge of the affiant.”