Corporations—Fiduciary Relation of Promoter.—A promoter of a corporation who brings about its organization and aids in procuring subscriptions thereto is considered in law as occupying a fiduciary relationship towards the corporation and its stockholders.

Id.—Sale of Property to the Company—Duty of Promoter.—A promoter of a corporation or joint stock association may sell property thereto, but it is incumbent upon him, as a person occupying a fiduciary position, to make full and fair disclosure of his interest and position with respect to the property, and- not to make any false representations as to its cost price.

Id.—Fraud of Promoter—Election of Remedy.—Transactions in which the promoters of a corporation suppress or misrepresent material facts, or otherwise deceive the corporation, or corruptly control its action, are fraudulent, and the company may elect either to set aside such transaction, or. to recover the promoter’s secret profits.

Id.—Fraud Upon Stockholders—Knowledge of Directors—Ratification—Waiver.—Where fraud is practiced upon the stockholders by the promoters of the corporation, knowledge of it by the directors is not knowledge to the stockholders, and the fraud practiced upon the stockholders cannot be ratified or waived by the directors.

Id.—Corporation for Purchase and Sale of Lands—Fraud of Promoters—Action by Stockholders.—Where a corporation was organized for the purchase and sale of lands by promoters of the corporation having contracts of purchase and deeds of various parcels of land which were conveyed to the corporation, and the promoters falsely reported to the corporation that they had paid a much larger sum on account of the purchase price of the lands than they had in fact paid, an action will lie at suit of a stockholder, after previous demand upon the corporation to commence the suit and a refusal upon its part to do so, to recover judgment for the difference between the amount actually paid and the amount reported to the corporation, as being the property of the corporation unlawfully withheld by the promoters thereof.

Id.—Partial Payments—Deferred Payments.—The fact that partial payments only were made upon the various tracts, and that the deferred payments were secured by mortgage upon the land, is immaterial, and the case stands as though it were a cash transaction throughout.

Id.—Variance—Complaint—Findings—Representations as to First Payments—Original Cost Price.—There is no substantial variance between the complaint and the findings, merely upon the ground that the complaint relies for judgment upon false representations as to the amounts of first payments made for the land, and that the findings indicate a recovery upon the theory of false representations as to the original cost price of the property, the fraud practiced by the defendants as confidential agents of the parties complaining being the ground of recovery, and the measure of damages relied upon in the complaint and recognized by the judgment being the same.

Id.—Evidence—Admissions of Promoter.—A promoter of the corporation, being an active party to the litigation, his statements and admissions pertaining to the subject matter of the action, wherever and whenever made, are competent evidence against him.

Id.—Testimony of Reporter—Unsigned Deposition—Reading From Notes.—Where an attempt was made to take the deposition of the promoter of the corporation who is a party defendant, prior to the trial, but, after the examination was had and his testimony was taken down and transcribed by a phonographic reporter, he either neglected or declined to subscribe to the same, the reporter, though not having a definite and well-defined recollection of the statements so made after having refreshed his recollection as far as possible from the writing, will be allowed to read the contents of the notes to the court.

Id.—Accounting—Payment to Perfect Title—Profit.—In an accounting had against a promoter of the corporation he should be credited with a sum paid to perfect the title of one of the tracts sold, and should only be charged with the profit actually realized upon a particular tract.