Sprague v. Steam Nav. Co. , 52 Me. 592 ( 1864 )

The opinion of the Court was drawn by

Appleton, C. J.

The supposed trustee, as treasurer of the defendant corporation, received its funds and deposited the same to its credit with the Merchants” Bank, of which he is cashier.

The writ in this case describes the trustee as cashier. But, as cashier, he holds no funds of the principal debtor. They are deposited with the bank. The bank is responsible for their safe keeping. The contract arising from their deposit is between the defendant corporation and the bank — not between the defendant corporation and the cashier of the bank. As cashier the trustee is not chargeable.

Neither can the supposed trustee be held by virtue of his being treasurer of the defendant corporation, and, as such, officially having its funds in his custody. A corporation can act only by and through its officers. A payment to its treasurer is a payment to the corporation. The funds paid are with the corporation and belong to the same. The treasurer holds them only as an officer of the corporation. He holds no funds in his individual right. If he did he would cease to hold them as an officer of the corporation. To charge the treasurer of a corporation for its funds in his ' hands officially, would imply that, when holding such funds, he was its debtor and not its official agent. A corporation could hardly be summoned as trustee of itself. But to charge its officer, while holding its funds as such, would be to charge it as.trustee of itself. It would be to determine that the trustee held the funds as an individual and not as an officer, which is not the fact.

The supposed trustee, individually, has no goods, effects or credits of the defendant corporation entrusted to, or deposited with him. As its treasurer, he holds the funds as an officer of the corporation. They are fuuds held by the corporation through its treasurer. It is the only mode by which a corporation can hold its funds. Such funds, so held, are not goods, effects, nor credits of the principal debtor entrusted to or deposited with the supposed trustee, but are the funds of the corporation in its own custody, and in charge of its appropriate officer. Pettingill v. And. R. R. Co., & Trustee, 51 Maine, 370.

Exceptions overruled.

Cutting, Kent, Walton, Barrows and Danforts, JJ., concurred.