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wrongful act, he is responsible for the consequent injury to the other party."

SECTION 58. PLAINTIFF'S BELIEF IN THE TRUTH OF THE REPRESENTATIONS.

It is not enough that the defendants should have known that the representations were false; it is also necessary that the plaintiff should have been ignorant of such falsity, and should have believed the statements to be true. The purpose of an action for deceit is not to punish the defendant, but to recompense the plaintiff for the injury he has received. If he had knowledge of the falsity of the statements made by the defendant, he cannot have been injured thereby. If, in spite of his knowledge of such falsity, he still enters into the contract with the defendant he must be deemed to have done so on account of some other motive than that furnished by the statements known to be false.28 And it has been held that the plaintiff cannot maintain an action of deceit merely for the loss of a good bargain, as where a vendor misrepresents the boundaries of the land and the purchaser on discovering that the vendor has no title to a part of the land within the boundaries as represented, refuses to accept the deed; the remedy being an action to recover back the purchase money.

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The question, whether in each particular case, the plaintiff was justified in relying upon the representations of the defendant, or should have investigated the truth of the matter for himself, is a question of fact for the jury. The defendant can never set up the manifest absurdity of his false representations as a defense to an action of deceit against him. In Barnett

14 Am. and Eng. Ency. of Law,

2nd Ed., p. 153.

* Clantman vs. Bailey, 62 N. H., 44; Stafford vs. Newson, 31 N. C., 509; Spencer vs. King,

5 Ohio S. and C. Pl. Dec., 113; Loper vs. Robinson, 54 Tex., 510.

39 20 Cy., 32; Fogan vs. Newson, 12 N. C., 20.

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vs. Ferderick, the Court said: "It is difficult to draw a line beyond which human credulity cannot go, especially in speculations in mining stocks. If the representations were so extravagant that sensible, cautious people would not have believed them, that is a proper consideration for the jury in determining whether plaintiff believed and relied upon them; but it does not preclude a finding that plaintiff did so, nor relieve defendant from his liability for his fraud if he committed fraud. It is as much an actionable fraud wilfully to deceive a credulous person with an improbable falsehood as it is to deceive a cautious, sagacious person with a plausible one. The law draws no line between the two falsehoods. It only asks, in either case, was the lie spoken with intent to deceive and defraud, and was the false statement believed and money paid on the faith that it was true? These questions are for the jury."

SECTION 59. NECESSITY THAT THE DEFENDANT
SHOULD HAVE MADE THE REPRESENTATION
WITH THE INTENTION THAT IT SHOULD
BE ACTED UPON.

The representation, relied upon as the basis of the suit, must have been made with the intention of being acted upon. It is sufficient that the representations were either made especially to the plaintiff; or to a class of persons in which the plaintiff was included; or generally to the public with the intention of inducing anyone who would to act upon them. Fraudulent mining advertisements will serve as a very common illustration of this last method. The plaintiff cannot recover on the strength of representations, 80 78 Wis., 1, 11; 47 N. W., 6.

made for other purposes,"1 or for the purpose of influencing other persons.32 For example, an action for damages for fraudulently inducing plaintiff to take the notes of a corporation by the false representations of its officers as to the amount of its paid-up capital stock, could not be maintained against them by evidence of the falsity of their statement of the amount of its paid-up capital stock, filed with the state commissioner, as required by a state statute, since such statement was not addressed to nor intended for the public." This last point was decided in the case of Hunnewell vs. Duxbury," where the Court said: "The action is tort for deceit inducing the plaintiff to take notes of a corporation by false and fraudulent representations, alleged to have been made to him by the defendants, that the capital stock of the corporation, amounting to $150,000, had been paid in, and that patents for electrical advertising devices of the value of $149,650 had been transferred to it. From the exceptions it appears that the corporation was organized in January, 1885, under the laws of Maine and engaged in business in Massachusetts; that it filed with the commissioner of corporations a certificate dated August 11, 1885, required by St. 1884, c. 330, Sec. 3, signed by the defendants, with a jurat stating that on that date they had severally made oath that the certificate was true to the best of their knowledge and belief; that before the plaintiff took the notes the contents of this certificate had been communicated to him by an attorney whom he had employed to examine the records and that he

Hunnewell vs. Duxbury, 154

Mass., 286; 28 N. E., 267; 13
L. R. A., 733; Brockett vs.
Griswold, 112 N. Y., 454; 20
N. E., 376.

Grier vs. Behan, 5 Houst, 401;
Hunt vs. Hardwick, 68 Ga.,

100; Linington vs. Strong, 111
Ill., 152; Warfield vs. Clark,
118 Iowa, 69.

33 Hunnewell vs. Duxbury, 154
Mass., 286; 28 N. E., 267; 13
L. R. A., 733.
s Id.

relied upon its statements in accepting the notes. There
was no other evidence of the making of the alleged
representations. The main question is whether the
plaintiff can maintain an action of deceit for alleged
misstatements contained in the certificate. In the
opinion of a majority of the court this question should.
have been decided adversely to the plaintiff. The
execution by the defendants of the certificate to enable
the corporation to file it under St. 1884, C. 330, Sec. 3,
was too remote, from any design to influence the action.
of the plaintiff, to make it the foundation of an action
of deceit. To sustain such an action misrepresenta-
tions must either have been made to the plaintiff
individually, or as one of the public, or as one of a class
to whom they are in fact addressed, or have been in-
tended to influence his conduct in the particular of
which he complains. This certificate was not com-
municated by the defendants or the corporation to the
public or the plaintiff. It was filed with a state official
for the definite purpose of complying with a requirement
imposed as a condition precedent to the right of the
corporation to act in Massachusetts. Its design was
not to procure credit among merchants, but to secure
the right to transact business in the state. The terms
of the statute carry no implication of such a liability.
Statutes requiring similar statements from domestic
corporations have been in force here since 1829, and
whenever it was intended to impose a liability for false
statements contained in them there has been an express
provision to that effect; and a requisite of the liability
has uniformly been that the person to be held signed
knowing the statement to be false. St. 1829, Sec. 90;
Rev. St., c. 38, Sec., 28;
c. 224, Sec. 38., cl., 5;

Gen. St., c. 160, Sec. 30; St. 1870,
Pub. St., c. 106, Sec. 60, cl. 5.

1

To hold that St. 1884, c. 330, Sec. 3, imposes upon those officers of a foreign corporation who sign the certificate, which is a condition of its admission, the added liability of an action of deceit is to read into the statute what it does not contain. If such an action lies, it might have been brought in many instances upon representations made in returns required of domestic corporations, and yet there is no instance of such an action in our reports. In Fogg vs. Pew, 10 Gray, 400, it is held that the misrepresentations must have been intended and allowed by those making them to operate on the mind of the party induced, and have been suffered to influence him. In Bradley vs. Poole, 98 Mass., 169, the representations proved and relied on were made personally by the defendant to the plaintiff in the course of the negotiation for the share the price of which the plaintiff sought to recover. Felker vs. Yarn Co., 148 Mass., 226; 19 N. E. Rep., 220, was an action under Pub. St., c. 106, Sec. 60, to enforce a liability explicitly declared by the statute. Nor is there any English case which goes to the length necessary to sustain the plaintiff's action. The English cases fell under two heads: (1) Those of officers, members, or agents of corporations, who have issued a prospectus or report addressed to and circulated among share holders or the public for the purpose of inducing them to take shares; (2) Those persons who to obtain the listing of stocks or securities upon the stock exchange in order that they may be more readily sold to the public, have made representations to the officials of the exchange, which in due course have been communicated to buyers. Bagshaw vs. Seymour, 4 C. B. (N. S.), 873; Watson vs. Earl of Charlemont, 12

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