Page:Harvard Law Review Volume 10.djvu/455

CORPORATE VOTING AND PUBLIC POLICY. 4^9 Hafer v. N. Y. Co., ^ where the purpose of the " trust " vv?4S to work out a scheme, illegal in itself, the Court said: ** The law has con- fided the care of the franchises and property of this Company to the stockholders, and it is the duty of each stockholder to vote for directors of the Company with an eye singly to its best inter- ests. ... A sale by a stockholder of the power to vote upon his shares is illegal for very much the same reason that a sale of his vote by a citizen at the polls, or by a director of a corporation at a meeting of the Board, is illegal. Each is a violation of duty; in effect, if not in purpose, a betrayal of trust." In Ohio R. Co. v. State,^ an agreement providing for the voting of shares by trustees as stockholders of record, in accordance with the previous instruc- tions of a Committee of Stockholders, whose instructions were to be determined by a vote of the majority of the Committee, it was said that *' such an agreement differs widely from agreements whereby the stock is placed in the hands of trustees who are in- vested with the power of voting it as their interests may dictate, irrespective of the wishes or direction of the owners. Such an agreement as the latter would be void as against the policy of our corporation law." In Moses v. Scott,^ where the Court was asked to enforce an agreement, void as an unlawful restraint upon aliena- tion, it was said : ** Whether an agreement to vote as a unit, or as an agreed majority may dictate for any given length of time, is a contract so binding in its terms that no party to it can withdraw from it or disregard it without the consent of his fellows, may be a very different question. Possibly public policy may exert an influ- ence in the solution of this problem ; and even if such a contract be lawful, and on its face exert a continuing force, the grave ques- tion comes up, will a Court of Chancery, in its enlightened discre- tion, lend its aid to the enforcement of a contract of so doubtful policy?" In Gage v. Fisher,* it was attempted to enforce a voting agree- ment, the consideration for which was the promise of an office in the corporation. The Court said : ** Here a contract was to give a minority stockholder the right to dominate and direct the judg- ment of the plaintiff as stockholder in the voting of his stock, with- out owning the stock himself. Every other stockholder had the right to demand that the plaintiff should, if he desired to do so, ex- 1 14 Wk. L. B. 70. « 84 Ala. 608. « 49 Ohio St. 668. * i N. Dak. 813. 57