case which fully sustains their position. The defendants were present at the meetings. court said that, the liability being contrac- The finding that the statements were "extual and not penal, it was like that of a sure-amined by the directors" can hardly be takty, and therefore stricti juris; that the words en to mean that they were examined by each used in the statute should be interpreted ac- one of the 12 at times other than the meetcording to their plain and obvious meaning, ings. So if we were to hold the law to be and should not be so extended by construc- as claimed by the orators, it might be diffition as to embrace cases not clearly within cult to give them relief upon these findings. its terms; that the question was whether the directors were shown to have assented to the creation of the indebtedness which constituted the excess; and that such assent could be given only by some affirmative voluntary act on their part, or at least by some active participation or co-operation in the particular transactions out of which that indebtedness arose. It has even been held that the assent necessary to create the liability must be given by the director, not as an individual, but "in his capacity as director, acting concurrently with a majority of the official board." Tradesman Pub. Co. v. Knoxville Car Wheel Co., 95 Tenn. 634, 32 S. W. 1097, 31 L. R. A. 593, 49 Am. St. Rep. 943. The force of the word "assent" was con [1] But if we were so to construe the findings as to charge the defendants with knowledge of an excess of indebtedness, it is doubtful if the orators could prevail on the case as thus made. The authorities, and a previous intimation of this court, seem to require in addition some act or omission having relation to the particular transaction which increases the indebtedness. The only one of the cases above referred to which affords any support to the orators' claim is Patterson v. Stewart, and in that case there was full knowledge of corporate action, taken by by-laws and resolutions, authorizing the unlawful use of the corporate name and funds. This seems to indicate special authorization of the unlawful use in particular tiff was stated in the opinion to be as folinstances. Moreover, the claim of the plain lows: sidered in Patterson v. Stewart, 41 Minn. 84, 42 N. W. 926, 4 L. R. A. 745, 16 Am. St. Rep. 671, where a different conclusion was reached. There the act provided that if a is being done in corporate matters; that it is "That it is the duty of a director to know what corporation violated any of its provisions, negligence for him not to know, and therefore he and thereby became insolvent, the directors is conclusively presumed to have known, and ordering or assenting to such violation not objecting, he must be deemed assenting" should be liable for all debts subsequently and this claim the court expressly repudicontracted; and the violations complained of were the execution of accommodation paper in the name of the corporation and the loaning of corporate money. The complaint was, in substance, that the defendant was a director during the time of these transactions and did not object to them, but, on the contrary, having full knowledge of the by-laws or resolutions authorizing them, acquiesced in the same; and this was held sufficient on demurrer. It was considered that the act required something more than mere negligence something amounting to willful, or at least intentional, violation of legal duty; but that the assent need not be express; that-ruary 16, 1910, the debt represented by the "if a director knew that a violation of law was being or about to be committed, and made no objection when duty required him to object, and when he had the opportunity of doing so, this would amount to 'assent.'" The chancellor has made no express finding of assent or dissent. It is found that goods were being bought on credit to the knowledge of the defendants. It is found that annual statements showing a large excess of indebtedness were examined by the directors. If we were to assume that these statements were submitted and examined at meetings of the board, this could hardly charge the defendants with knowledge of their contents. The authorities all indicate that mere negligence, or mere failure to attend the meetings of the board, will not make a director liable. We have here a board of 12 directors, and nothing to show that these ated. We have seen that there is no express finding upon the question of assent. But this ground, as limited by our previous discussion of the law, seems to be covered by the chancellor's presentation of another and later phase of the case. It appears that the claim of the De Witt Company consists of a note dated February 5, 1910, and an open account. It is stated that all the defendants were in ignorance of the existence of the open account of the De Witt Company and of the claims of the other two orators when the association went out of business in October, 1910. It appears, further, that on Feb note of the De Witt Company was called to the attention of the defendants Ware, Goddard, and Hopkins, but that defendant Joy did not know of its existence. The chancellor also states that: "When the defendants named learned of the De Witt obligation they made no protest in reference to the same, and took no steps by way of repudiating the claim, and approved of such action as was taken in reference to a partial payment of the claim from funds obtained from the payment of a large account by the Brattleboro Retreat." This will aid us in construing the concluding portion of the chancellor's statement. After stating the facts found, and his refusal to find that there was a composition agreement between the creditors, as claimed by the defendants, the chancellor proceeds: "Having found several debts established, the only question for consideration and determina tion is whether the defendants or any of them are liable to the orators or any of them under the statute by reason of their having assented to the indebtedness of the orators or any of them, which must be determined from the facts herein found and the law applicable to the case." Inasmuch as the chancellor had previously referred to the statute under which the ac tion is brought, and spoken of the liability of the defendants as depending upon whether the debts were "created" by their assent, his reference here to their "having assented to the indebtedness" cannot be taken to indicate any misapprehension regarding the law. The chancellor then proceeds: The plaintiff and the defendant are real estate brokers, and have been for quite a number of years. Five or six years ago the plain"The decision of this question depends, in the tiff was requested by Walter F. Stoddard to first place, on whether the acts of the manager are binding on the defendants in the sense that find a customer who would purchase his his assent to the indebtedness makes them lia- farm; and it was understood between them ble;" and, secondly, "if the act of the manager that plaintiff was to receive a commission on does not bind the defendants, then their liability the sale or exchange of said farm. depends on their knowledge of the De Witt claim, upon which said part payment was made." Upon this statement of the questions presented the chancellor dismissed the bill, and we see no ground on which the decree can be disturbed. [2] It is clear that the defendants cannot be held liable for mere inattention to the business of the corporation and consequent ignorance of its affairs. And if the defendants did not know of the open accounts until the association went out of business, and did not know of the debt represented by the note to the De Witt Company until 10 days after the note was given, they cannot have actually assented to the creation of the indebtedness. The chancellor's second proposition manifestly refers to his previous statement that when the defendants learned of the De Witt obligation they in no way repudiated the claim, but approved of the partial payment of it from the funds of the association. We know of no ground on which the defendants' participation in this transaction can make them chargeable under the statute. Decree affirmed, and cause remanded. (89 Vt. 286) LENO v. STEWART. (Supreme Court of Vermont. Washington. Oct. 11, 1915.) 1. BROKERS 84- REAL ESTATE TRADES AGENCY FOR BOTH PARTIES - CONSENT OF PRINCIPALS. The plaintiff undertook to find such a customer, and on several occasions sent or took persons to said farm with a view of purchasing it, but no sale was made to any of them. In the fall of 1913 the defendant, as agent of Timothy Holland, had the latter's farm for sale, and was authorized to sell it, or to exchange it for a smaller farm. Stoddard's farm was smaller than Holland's farm. On or about the 9th day of November, 1913, the defendant applied to the plaintiff to furnish him a customer for the purchase of the Holland farm, promising the plaintiff to pay him one-half the commission which the defendant should receive for the sale or exchange of it, providing the plaintiff furnished him a customer who should purchase said farm or exchange one for it. At a later date, and before the 22d day of that month, the plaintiff furnished Stoddard as a customer for the purchase and exchange of his said farm for the Holland farm; and before the 26th day of the same month the trade between Stoddard and Holland, in exchange of farms, was fully consummated. On the date last named, defendant paid to plaintiff $50 towards the latter's share of the commission that the former had received or was to receive from Holland "for the sale and exchange" of his farm for the Stoddard farm. Plaintiff received from Stoddard on November 22, 1913, personal property valued at $100, as his commission "for the sale and exchange" of the latter's farm. Defendant received from Holland "for the sale and transfer" of his farm a commission of $400. Where the plaintiff, a broker employed to sell or exchange, seeks to recover on an agreement for half commissions with defendant, another broker employed by one who also wished to exchange, after receiving his commissions from his own employer, consent of the princi- Stoddard knew nothing whatever about pals to the double commission is required, and the burden is on the plaintiff to show their consent. [Ed. Note.-For other cases, see Brokers, Cent. Dig. 88 104, 105; Dec. Dig. 84.] any arrangement whereby the plaintiff was to receive any commission or reward from either Holland or the defendant, and conse. quently never consented thereto. On the day when defendant paid the plaintiff the $50 as before mentioned, the latter represented to A real estate broker cannot recover an the former that he had received no commisagreed commission from both sides in the absence of a showing of consent of both princi- sion from Stoddard; and it is not found that pals to the double commission; dual agency the defendant ever understood that plaintiff 2. BROKERS 67 - REAL ESTATE TRADES COMMISSIONS-PUBLIC POLICY. to defendant out of the hearing of Stoddard, threatened to break up the trade unless he was paid something by Holland. The facts show the interest the plaintiff was taking to bring the two parties together, in order to win his double commission, consented to by neither of the owners of the properties, nor by the defendant, Holland's agent. was to receive a commission from Stoddard, | during the negotiations resulting in the exor consented to his so doing. And on the oc- change of the two farms, and then, in talking casion, when the exchange was agreed upon, the plaintiff called defendant out of the room where Stoddard could not hear them, and told defendant that he would "bust" up the trade unless Holland paid him something. Plaintiff requested the court to find that in the sale and exchange of the Holland farm for the Stoddard farm, in the transaction involved in this case, "the plaintiff said nothing at all by which he encouraged the trade or advised, or anything of the kind in connection with the deal"; that he merely got Stoddard and the defendant together, and they made the trade themselves. The court said it was unable to find in accordance with this request. This suit is brought by plaintiff to recover one-half of the commission received by defendant from Holland, less the $50 already received as above stated. The claim of the defendant is that, upon the facts found, it is against public policy for plaintiff to be allowed to recover. The judgment below was for the plaintiff to recover the amount of his claim, to which defendant excepted. Argued before MUNSON, C. J., and WATSON, HASELTON, POWERS, and TAYLOR, JJ. Theriault & Hunt, of Montpelier, for plaintiff. H. C. Shurtleff, of Montpelier, for defendant. WATSON, J. [1] Whatever the result might be if it appeared that the plaintiff were employed for the mere purpose of bringing a possible buyer and seller together, leaving everything else to the action of the principals, as was the case in Knauss v. Gottfried Krueger Brewing Co., 142 N. Y. 70, 36 N. E. 867, the record shows that the plaintiff was requested by Stoddard to find a customer who would purchase his farm, and he was to receive a commission "for the sale or exchange" of it, and did receive a commission "for the sale and exchange" of it for the Holland farm, in which he was also interested by way of an employment under which he was to receive a commission if he furnished a customer who should purchase it or exchange another farm for it. Stoddard had no knowledge that plaintiff was under such employment as to the Holland farm, and the record does not show that either Holland or his broker, the defendant, knew of plaintiff's employment by Stoddard. It follows that neither Stoddard, on the one hand, nor Holland or the defendant, on the other hand, ever consented to such dual agency. If the plaintiff would rely upon such consent, it devolved upon him to show it. Rice v. Davis, 136 Pa. 439, 20 Atl. 513, 20 Am. St. Rep. 931. The plaintiff was present [2] The law requires the utmost good faith and advancement of the interests of their and loyalty from agents for the furtherance principals. Noyes v. Landon, 59 Vt. 569, 10 Atl. 342; Vermont Marble Co. v. Mead, 85 Vt. 20, 80 Atl. 852; 2 C. J. 692. The plaintiff's actions did not meet this requirement when, without the consent of the parties, he accepted employment by both, and in consequence thereof was interested to bring them together in trade, to the exclusion of all others. In such circumstances the interests of each principal were in danger of prejudice from the adverse interest in the agent. The twofold interests and relations of the plaintiff were inconsistent with the interests of both sides, and he had no right to be engaged by both without their knowledge and consent. We therefore hold that public policy forbids the enforcement of plaintiff's claim which he seeks to recover in this suit. 4 R. C. L. 328; Walker v. Osgood, 98 Mass. 348, 93 Am. Dec. 168; Rice v. Wood, 113 Mass. 133, 18 Am. Rep. 459; Raisin v. Clark, 41 Md. 158, 20 Am. Rep. 66; Bell v. McConnell, 37 Ohio St. 396, 41 Am. Rep. 528; Rice v. Davis, cited above; Cannell v. Smith, 142 Pa. 25, 21 Atl. 793, 12 L. R. A. 395; Howard v. Murphy, 70 N. J. Law, 141, 56 Atl. 143, 1 Ann. Cas. 571. The last-named case is much in point. There the defendant, a real estate agent, was to receive as compensation for the sale of certain real estate belonging to one Church all that he secured for the property over $8,000. The plaintiffs, also real estate agents, were the agents of one Winter, and had bought other property for him. Winter represented the Orange Brewery, whose attention had been called to the Church property. The contract sued upon was made without the knowledge of Winter, and by it the defendant, in consideration of the services rendered by the plaintiffs in effecting the sale, agreed to pay plaintiffs one-third of all profits or commissions made on the sale. The property was sold for $9,000. The defendant paid the plaintiffs $150, and the suit was brought for the balance of the one-third of the $1,000 of profit. It was held that the agreement between the plaintiffs and the defendant was in conflict with the duty which the plaintiffs owed to their client, Winter, and for that reason it was unenforceable as against public policy. Judgment reversed, and judgment for defendant to recover his costs. Oct. 11, 1915.) -DECREE-"PERMANENT. The orator was granted a right of way so long as certain buildings on land then owned by the grantors should stand. A temporary injunction, restraining defendant from obstructing this easement or interfering with the right of way until the further order of the court, was by the final decree "made permanent." Held, that this was not erroneous as giving the orator greater rights than he took under the deed, as the word "permanent" does not always embrace the idea of absolute perpetuity or lasting forever, but should be construed with reference to the terms of the grant, and, so construing it, the injunction was made permanent only within the life of the easement. [Ed. Note.-For other cases, see Easements, Cent. Dig. §§ 102, 130-144, 148; Dec. Dig. 61. For other definitions, see Words and Phrases, First and Second Series, Permanent.] Appeal in Chancery, Washington County; Willard W. Miles, Chancellor. Suit by William Miller against Henry C. Holmes. Decree in favor of the orator, and defendant appeals. Affirmed and remanded. Argued before MUNSON, C. J., and WATSON, HASELTON, and TAYLOR, JJ. with reference to the terms of the grant of the right of way, and that when so construed, the decree means the same as though it read, the temporary injunction "is made permanent within the life of the easement." Defendant says that during the pendency of the injunction, the orator has suffered his team to stand on land of defendant when being loaded and when waiting to be loaded and that in these circumstances the orator should be decreed to pay a reasonable rental therefor. But the findings show that the burden upon defendant's right has not been increased by anything the orator has done in this respect. Decree affirmed as of the date of the appeal, and cause remanded. STATUTORY PROVISIONS"HACKNEY CARRIAGE"-"HACKMAN.' Burlington Charter (Laws 1908, No. 242) § 48, authorizing the city council to license the owners or drivers of hackney coaches, cabs, or carriages, delegates authority to license the owners or drivers of carriages plying for hire in the streets of the city, and to regulate such busi H. C. Shurtleff, of Montpelier, for appel-ness, and an ordinance providing that persons lant. John H. Senter and Theriault & Hunt, all of Montpelier, for appellee. engaged in carrying for hire persons with or without baggage from place to place within the city are "hackmen," and that no person shall act as a hackman unless licensed, is authorized WATSON, J. The grant of the right of by the statute; as "hackney," when used as an way in question is in words as follows: "The said Miller, and his heirs and assigns, are to have the right of way to and from the said premises hereby conveyed, so long as the buildings now on the remaining portion of the Union House lot now owned by us shall stand." A temporary injunction was granted restraining the defendant "from moving any buildings or placing other obstructions across the right of way, or in any manner interfering with said right of way, until further order of court." By the decree from which the appeal was taken, the temporary injunction "is made permanent." It is urged that by thus making the injunction permanent, the decree gives the orator greater rights than he takes under his deed, and is therefore erroneous. But this depends upon the force of the word "permanent," as used therein. It is said in Richmond v. Smith, 101 Va. 161, 43 S. E. 345, that this word does not always embrace the idea of absolute perpetuity, or lasting forever. And in Texas & Pacific R. Co. v. City of Marshall, 136 U. S. 393, 10 Sup. Ct. 846, 34 L. Ed. 385, the court said it does not mean "forever," or "lasting forever," or "existing forever," and that the language used is to be considered according to the subject-matter of the contract. Applying the same rule here in considering the decree under review, we think the word "permanent" is to be construed adjective, means "let out for hire," or "devoted to common use," as "hackney coaches," while "hackney carriages" are carriages plying for hire in the streets. [Ed. Note. For other cases, see Licenses, Cent. Dig. §8 5, 6, 19; Dec. Dig. 6. For other definitions, see Words and Phrases, Where a municipal ordinance in one section 3. MUNICIPAL CORPORATIONS NANCES-CONSTRUCTION. 14.] 120 - ORDI A municipal ordinance should be given a reasonable construction. [Ed. Note. For other cases, see Municipal Corporations, Cent. Dig. §§ 274-280; Dec. Dig. 120.] 4. MUNICIPAL CORPORATIONS 111-ORDINANCES-VALIDITY. Where a city charter gives the council full jurisdiction over a subject-matter, its ordinances relating thereto will be supported by every reasonable intendment. [Ed. Note.-For other cases, see Municipal Corporations, Cent. Dig. §§ 245-256; Dec. Dig. 111.] 5. LICENSES 14-MUNICIPAL ORDINANCES | hire from place to place within the city, and -CONSTRUCTION-"CARRIAGE. Under Burlington Charter, § 48, authorizing the city council to license the owners or drivers of hackney carriages, and an ordinance providing that persons engaged in carrying for hire persons with or without baggage from place to place within the city are hackmen, and that no person shall act as a hackman unless licensed, the business of carrying passengers for hire is prohibited unless a license is obtained, though automobiles are used, and though the ordinance does not refer to automobiles, but was enacted before they were in use, and though it refers in other sections to horses, as this does not restrict the section relating to such business to horse-drawn vehicles, and an automobile is a "carriage"; while whether it is a hackney carriage depends upon the use made of it, and not upon its motive power. [Ed. Note.-For other cases, see Licenses, Cent. Dig. §§ 25-29; Dec. Dig. 14. For other definitions, see Words and Phrases, That the automobiles employed in such business did not stand upon the street when not in use, and that the owner did not solicit business on the street, did not render the ordinance inapplicable, since, while hackney carriages may commonly be let for hire at stands on the street, they are no less such if kept on private grounds or in a garage; it being the use made of them, and not the place where they are kept, or the manner of soliciting business, that brings them within the purview of the statute. [Ed. Note.-For other cases, see Licenses, Cent. Dig. §§ 25-29; Dec. Dig. 14.] did act as a hackman within such city without being licensed, charged a violation of the ordinance, without reference to the allegation that defendant acted as a hackman, and such allegation might be rejected as surplusage. [Ed. Note.-For other cases, see Licenses, Cent. Dig. §§ 88-95; Dec. Dig. 42.] Exceptions from City Court of Burlington; C. S. Palmer, Judge. George D. Jarvis was convicted of violating a city ordinance, and he brings exceptions. Exceptions overruled. Argued before MUNSON, C. J., and WATSON, HASELTON, POWERS, and TAYLOR, JJ. Alfred L. Sherman, City Atty., of Burlington, for the State. W. A. Bullard, of Burlington, for respondent. TAYLOR, J. The respondent was prosecuted in the city court of Burlington on a complaint charging, in substance, that on a certain day, in the city of Burlington, he did knowingly, willfully, and unlawfully engage in the business of carrying persons for hire from place to place within said city, and did then and there act as a hackman within said city without being licensed therefor, in violation of a city ordinance which is set out at length in the complaint. The case was heard on an agreed statement of facts, upon which the respondent was adjudged guilty and sen 7. LICENSES 7-MUNICIPAL ORDINANCES-tenced. To the judgment and sentence the DISCRIMINATION. respondent excepted, execution of sentence was stayed, and the cause passed to this court. The ordinance in question reads as follows: A municipal ordinance requiring a license to carry on the business of carrying persons from place to place in a city for hire was not, as applied to automobiles, unreasonable as discriminating against automobiles by imposing a tax thereon after they had already been taxed by the state, where the license fee was reason- "Sec. 37. Persons engaged in the business of able for the purposes of regulation, since such carrying for hire persons with or without bagfees, when reasonable with a view to the prob-gage from place to place within the city are able expense of regulation, are not taxes, with- hackmen; nothing herein shall be construed to in the constitutional provision regarding taxa- apply to keepers of livery stables who let horses tion, but only become such when revenue is the in the ordinary course of livery business, but main purpose for which they are imposed, and, livery keepers who on any one day engage in the moreover, assuming that the fee paid was a business of carrying passengers as aforesaid tax, an automobile owner stood in no different shall be subject to all the provisions relating to position from that of the owner of a horse-hackmen. drawn carriage; such owner also being subject to a tax upon his property. [Ed. Note.-For other cases, see Licenses, Cent. Dig. §§ 7-15, 19; Dec. Dig. 7.] 8. LICENSES 6-MUNICIPAL ORDINANCES VALIDITY. Laws 1908, No. 99, § 3, providing that automobiles shall be exempt from taxation, merely exempts them from the local property tax, and in no way abridges the power of the Burlington city council to regulate hackney carriages as authorized by Burlington Charter, § 48, though such hackney carriages chance to be automobiles. "Sec. 38. No persons shall act as a hackman unless licensed." The respondent is a resident of the city of Burlington. With other business, he owns and conducts in said city a garage, at which he carries on an extensive automobile repair business and stores and sells automobiles and automobile supplies. He also owns several automobiles, varying in number from one to eight, kept in said garage and operated by regularly licensed chauffeurs, by means of which persons are carried for hire wher[Ed. Note. For other cases, see Licenses, ever they desire from place to place within Cent. Dig. §§ 5, 6, 19; Dec. Dig. 6.] the city of Burlington, and as well to places 9. LICENSES42-REQUIREMENT-PROSECU-without the city. This part of the respondTIONS FOR VIOLATIONS-COMPLAINT. Where a city ordinance provided that per- ent's business is not conducted during the sons engaged in carrying for hire persons with winter months, viz., from about December 1st or without baggage from place to place within a to about May 1st. The automobiles thus eity were hackmen, and that no person should act as a hackman unless licensed, a complaint employed do not occupy hack stands on the charging that defendant knowingly, etc., en- streets of the city, but are always kept in gaged in the business of carrying persons for the respondent's garage when not in actual |