A bargain by officers of a corporation for personal advantage in return for entering into an agreement on behalf of the corporation with a third person is invalid.42 A trustee's violation of his duties as such cannot support a promise,43 and the promise of a fiduciary to do anything in violation of his duties is equally unlawful.44 This is true not only of a trustee but of an agent or attorney.45
41b Manson v. Curtis, 223 N. Y. 313, 119 N. E. 559, Ann. Gas. 1918 E. 247.
41c Manson v. Curtis, 223 N. Y. 313, 119 N. E. 559, Ann. Cas. 1918 E. 247, citing Venner v. Chicago City Ry. Co., 258 111. 523, 101 N. E. 949; Thompson v. Thompson Carnation Co., 279 111. 54, 116 N. E. 648, Ann. Cas. 1917 E. 591; Winsor v. Commonwealth Coal Co., 63 Wash. 62, 114 Pac. 908, 33 L. R. A. (N. S.) 63.
41d In Palmbaum v. Magulsky, 217 Mass. 306, 104 N. E. 746, Ann. Cas. 1915 D. 799, an agreement by a stockholder for private pecuniary consideration to join in voting for a disposition of the corporate assets was held illegal. In Rosenthal v. light, 173 N. Y. S. 743, an undertaking by the defendant that a corporation which he should form (and did form), should buy goods from the plaintiff at a price named by him and should sell them at prices which he should fix was held illegal.
42 Western Union Tel. Co. v. Union Pac. R. Co., 1 McCrary, 418, 426; cf. S. C. 1 McCrary, 581; Standard Lumber Co. v. Butler Ice Co., 146 Fed. 359, 76 C. C. A. 639, 7 L. R. A. (N. S.) 467; Smythe's Estate v. Evans, 209 111. App. 376, 70 N. E. 906; Lndes 9. Hart, 131 N. Y. App. Div. 6, 115 N.
A contract by an agent, even though acting as such without compensation, to receive without his principal's consent compensation from others for the performance of his agency is invalid.46 And a contract with an agent which contemplates bribing the agents of others is itself invalid.47 Even though the industry in which an agent's employer was engaged was itself opposed to public policy a contract by the agent to disclose for private profit his employer's misbehavior is illegal.48 So likewise is a contract by an attorney to exert influence on others in an unprofessional way.49 Similarly a contract between Y. S. 337. See also Moss v. Copelof, 231 Mass. 513, 121 N. E. 506.
43 Wilhelm's Appeals, 30 Fa. 478; Foote v. Emerson, 10 Vt. 338, 33 Am. Dec. 205. Cf. Citizens' State Bank v. Rosenberger, 40 S. Dak. 256, 167 N. W. 154.
44 Danielwitz v. Sheppard, 62 Cal. 339; Lamport v. Beeman, 34 Barb. 230.
45 Smalley v. Greene, 52 la. 241, 3 N. W. 78, 35 Am. Rep. 267.
46 Holcomb v. Weaver, 136 Mass. 265. A fortiori this is true if the agent is paid for his services by the principal. Harrington v. Victoria Graving Dock Co., 47 L. J. Q. B. 594; Page v. Moore, 235 Pa. 161,83 Atl 580. Similarly one who has bargained for corrupt profits to be paid by an agent cannot recover them. Talbott v. Luckett (Md.), 30 AtL 565. See also Howard v. Murphy, 70 N. J. L. 141, 56 AtL 143; Dake v. Patterson, 5 Hun, 558. The illegality of any agreement or conduct of an agent involving disloyalty most frequently arises in suits between the agent and his principal. See supra, Sec.Sec. 1022, 1023, 1477.
47 Smith v, David B. Crockett Co., 85 Conn. 282, 82 Atl 569, 39 L. R. A. (N. S.) 1148.
48 In Barry v. Mulhall, 162 N. Y. App. D. 749, 147 N. Y. S. 996, a contract, whereby the plaintiff undertook for half profits to sell for the defendant letters between a national association and numerous parties which the defendant, an employee of the association, had secured and retained, tending to show its corrupt political campaign to prevent tariff legislation, and furnishing material for a great journalistic sensation, was held invalid and the plaintiff was denied recovery of his share of the profits.
49 In Flack v. Warner, 278 HI. 368, 116 N. E. 202, L. R. A. 1917 F. 464 (see also Warner v. Flack, 278 111. 303, 116 N. E. 197), it was held that contracts by which attorneys undertook to render legal services to clients in controlling and advising a third person to prevent her from disposing of her property, so as to disinherit the clients and to secure to them certain rights and interests in such person's property before her death, were invalid as contrary to public policy, as they necessarily tended to encourage improper attempts to control the exercise of the free judgment and will of the owner of the property and the right to dispose of it according to a family physician and a surgeon whom the physician had called in to perform operations, by which the surgeon was to divide his fees with the physician, is against public policy as tending to impair fidelity to the patient; 50 and probably any contract for reward to influence by apparently disinterested advice the conduct of a third person is similarly obnoxious to public policy, even when neither party at the time bears a fiduciary relation to the person to be influenced.51