plishing a wrong. The confidence is such as will quiet any apprehension of fraudulent practices.

If a man, who is incapacitated to marry, as by having already a wife, or having negro blood, should engage himself to marry a woman, and should induce her to consummate a supposed marriage, he would be liable in damages to her. It would not be necessary to show any active misstatement or deception. The relation of confidence precludes the necessity of any inquiry by the woman. And if, under a promise of marriage which he does not intend to fulfill, a man accomplishes the seduction of a woman, damages are given on account of the breach of trust.

Where there is an engagement to marry, the parties are each entitled to take into consideration the pecuniary circumstances of the other. If one thereupon should make a secret conveyance of property, so that the marriage is of less pecuniary benefit to the other, there is a right of action for such fraudulent practice.

And if, while under engagement to marry, one should use the relation of confidence for the purpose of obtaining the other's property, the law affords redress in an action for damages or to recover the property.

§ 355. Parties having illegal sexual relations.— Although persons living in illegal sexual relations are both in the wrong, and although no contract will be enforced which has for its consideration such relation, nevertheless the law recognizes that there is under such circumstances an opportunity for one to take undue advantage of the other, through misuse of confidence reposed. Business transactions

between such persons are open to suspicion, and unless the party benefited shows that no advantage was taken, the law will afford a remedy, either by restoring to the injured party what was lost, or by giving damages.

§ 356. Parent and child.-Inasmuch as an infant's dealings with his property are voidable, a parent can not acquire any advantage through his influence over the infant. The transaction would be invalid, simply from want of power in the infant. But after maturity of the child, there may still be an influence by the parent, and if such influence and relation of confidence be used to obtain an undue advantage in any transaction between the parent and child, the child may have redress by appeal to the courts. Such relation of confidence may also exist in favor of the parent in old age, and he will be protected in a similar way against the machinations of his mature offspring.

§ 357. Trustees.-The relation of trustee may be created either by the party himself, or by some individual for his benefit, or by judicial action. Executors and administrators, guardians, assignees, receivers, partners, agents for sale of property, and the like, are all trustees as much as if they were expressly so named. In every case the trustee is selected on account of confidence reposed in him; and the law requires of the trustee perfect good faith and integrity in the discharge of his obligations. It is an elementary principle that a trustee is permitted to do nothing whereby he personally reaps an advantage to the detriment of his trust. Hence, whenever he deals with his beneficiary, the transaction will be deemed

It

fraudulent, unless he shows that he made full disclosure of all matters that he knew or ought to know, and that the transaction was in fact a fair one. is necessary that he shall have put the beneficiary on terms of perfect equality with him. Whenever a trustee sells property of the trust, or makes contracts in relation thereto, he is not permitted either directly or indirectly to make a profit to himself. He can not, either himself or through a third person, become the purchaser at his sale, without being held guilty of fraud. The beneficiary has the option to declare the sale void, or to affirm it, if he deem it to his advantage.

In cases where the confidential relation is of such a character that its influence can be supposed to continue after the relation has in fact terminated, subsequent dealings between the parties may be held to be not on equal terms, and for any misuse of the influence, the court may declare the transactions fraudulent.

§ 358. Principal and agent. -The relation of principal and agent is one of trust. The agent is bound to the same degree of fidelity and good faith as any other trustee. There are, however, certain additional obligations in this relation, owing to the fact that both principal and agent have reciprocal duties to perform, whereas the ordinary relation of trustee and beneficiary calls for performance of duties by the trustee only. The principal owes the duty to the agent not to lead him into danger or loss. For instance, a master is liable if he subjects his servant to unknown risks in machinery or buildings, and a principal is liable if he causes his agent innocently to

do a wrong to another and thereby incur loss. These and the like may amount to frauds upon the servants or agents.

§ 359. Partners.-Partners are in some respects trustees for each other. They can not make profit to themselves individually at the expense of the partnership, and are bound to make full disclosures to each other. In some respects a partner acts as agent for the partnership, and there exist between him and his partners the reciprocal duties of principal and agent.

§ 360. Corporations.-Officers of corporations occupy the relation of trustees and agents to both the corporation itself and to the individual stockholders, and they are held to discharge their duties with the fidelity and integrity required of other trustees or agents. Wherever a fraud is committed by them, the right of action to redress the same is in the corporation, if the wrong affects the corporate body as a whole, or in individual stockholders if the wrong is to individual interests. In equity the suit for a corporate wrong may be brought by individual stockholders for the benefit of all, if the wrong-doers are the governing officers themselves, or if the governing officers refuse to bring the suit.

Among the frauds that may be committed by corporate officers for which the stockholders may have redress are the following:

Where the governing officers persistently and knowingly exceed the corporate powers.

Where the officers refuse to furnish proper information or give false statements.

Where access to the books of the corporation is denied.

Where governing officers become purchasers from or sellers to the corporation, to its detriment.

Where the governing officers allow secret advantages to part of the stockholders or themselves, to the injury of other stockholders, or where they misuse or waste the assets.

§ 361. Attorneys, physicians and clergymen.For the discharge of these professional duties it is necessary that there should be a high degree of confidence reposed by those who ask their aid. Without such confidence it would often be impossible to secure any benefit from the services required. The law not only favors, but protects to the fullest degree all communications made to secure such services. Not only does the law refuse to compel the professional man to disclose what was told him in confidence, but if the confidence is violated by his voluntary disclosure, a remedy in damages may be given for the injury done.

The confidence reposed begets a strong influence by the professional adviser. If in any business dealings between them any undue advantage is taken, the law will rectify the wrong by compelling the wrong-doer to make restitution or by giving damages against him.

§ 362. Persons of weak mind.-It is not intended here to refer to persons so idiotic and mentally diseased as to be incapable of contracting or giving consent. Such persons are not in any proper sense the victims of fraud. Fraud presupposes some intelli