People v. Bennett. on an indictment of the thief. Can it be seriously urged that, if the State capital is fired by an incendiary, that all the inhabitants of the State are disqualified to sit as jurors on his trial, because the building destroyed is the property of the State, and all the inhabitants of the State are interested in the property of the State? The statement of the proposition carries with its own refutation. The court properly overruled the challenge. We think there was no reason for quashing the indictment, upon the ground suggested. The indictment showed, upon its face, that it was presented in the court of sessions of Cortland county, by the jurors of the people of the State of New York, in and for the body of that county, and that they presented the same upon their oath. We think this indictment is in the usual and approved form, and contains all the requirements of the statute. It is also claimed that the judge erred at the trial in refusing to charge the jury, in the language of Mr. Justin, that "in cases of felony, confessions are regarded as the weakest and most suspicious of all testimony; liable to be obtained by artifice, false hopes, promises of favor, or menaces; seldom remembered accurately, or reported with precision, and incapable in their nature of being disproved by other negative evidence" (4 Black. Com., 357). It is to be observed, in the first place, that BLACKSTONE uses this language in connection with his criticisms upon State trials for treason in England; and, although he intends his observations to have a general application to all cases of felony, he regarded them as primarily to be considered in State trials for treason. But the annotator, upon this text of BLACKSTONE thus remarks, in a note: "It seems to be now clearly established that a free and voluntary confession by a person accused of an offense, whether made before his apprehension or after, whether on a judicial examination or after commitment, whether reduced to writing or not,-in short, that any voluntary confession, made by a prisoner to any person, at any People v. Bennett. time or place, is strong evidence against him; and, if satisfactorily proved, sufficient to convict without any corroborating circumstances. But the confession must be voluntary, not obtained by improper influence, nor drawn from the prisoner by means of a threat or promise; for, however slight the promise or threat may have been, a confession so obtained cannot be received in evidence, on acount of the uncertainty and doubt whether it was not made rather from a motive of fear or of interest than from a sense of guilt" (citing Phil. Ev., 86). Such undoubtedly is the rule, as enunciated by the most authoritative text-writers. Mr. BURRILL says: "Confessions of this kind, when deliberately and voluntarily made, are justly regarded as constituting the highest and most satisfactory species of evidence that can be presented before a tribunal" (Burrill on Circum. Ev., 495; citing numerous authorities). Judge GREENLEAF, while sanctioning this doctrine, very properly observes that "the evidence of verbal confessions of guilt is to be received with great caution." And he adds: "Subject to these cautions, in receiving and weighing them, it is generally agreed that deliberate confessions of guilt are among the most effectual proofs in the law. The degree of credit due to them is to be estimated by the jury, under the circumstances of each case" (1 Greenl. Ev., §§ 214, 215, citing Coon v. State, 13 Smed. & M., 216; McCann v. State, Id., 471). In 2 Russell on Crimes, 924, it is said, "A free and voluntary confession of guilt made by a prisoner, whether in the course of conversation with private individuals, or under examination before a magistrate, is admissible in evidence as the highest and most satisfactory proof, because it is fairly presumed that no man would make such a confession against himself, if the facts confessed were not true.” The author adds in a note: "Mr. J. BLACKSTONE and Mr. J. FOSTER entertain a different opinion;" and then quotes from 4 Black. Com., 357, and from Fos., 243, and in the text he further says: "And the highest authorities have now established that a confession, if duly made, and satisfactorily proved, is sufficient alone to warrant a conviction Karnes v. Rochester & Genesee Valley R. R. without any corroborating evidence aliunde" (citing numerous authorities). The court committed no error, therefore, in refusing to charge the jury in the language requested. In view of these considerations, the judgment of the supreme court should be reversed, and the judgment of the court of sessions of Cortland county be affirmed; and the record be remitted to the supreme court to proceed therein according to law. Judgment reversed. KARNES against THE ROCHESTER AND GENESEE VALLEY RAILROAD. Supreme Court, Seventh District; Special Term, Dec., 1867. SUITS AGAINST CORPORATIONS.-PARTIE An action cannot be maintained against a corporation by one of its stockholders, to compel it to declare and pay a dividend, from funds on hand. A corporation stands in no fiduciary relation to its stockholders. The directors, not the corporate body, are the trustees, and should be parties to any action for the enforcement of the trust. Demurrer to complaint. The action was brought by plaintiff "on behalf of himself and all others having a common interest in the subjectmatter thereof." The complaint alleged that the defendant was a railroad corporation, organized under the laws of this State, and owning and operating a railroad within the limits of this State. That its paid-up capital stock, entitled to participate in dividends, was $555,700, in shares of $100 each, of which shares the plaintiff owned one hundred, and the Karnes v. Rochester & Genesee Valley R. R. city of Rochester three thousand. That the number of its directors was fixed by law at thirteen. That the city of Rochester claimed to be entitled by law to choose seven of the directors, without having any voice in the election of the remaining six, which are to be chosen by the other stockholders. That, therefore, the common council of that city, at the time of the annual election in June, 1867, elected seven persons to act as directors. That the other stockholders claimed to be entitled by law to elect nine of the directors, and insisted that the city is entitled to choose only the remaining four. That such stockholders did, accordingly, at the same election, elect nine persons to act as directors. That proceedings have been commenced to determine the rights of the parties, under the law, as to this question. The complaint further alleged that the defendant corporation had on deposit and in government bonds about $36,000, besides earnings for October and November, 1867, not yet received, but due. That the floating debt outstanding was about $1,000 only, which will probably never be called for; and the funded debt was $70,000, payable in seventeen years, at six per cent. interest. That the yearly current expenses are: Interest on funded debt, $4,200; taxes, say $5,000; incidentals, say $1,000.* That the defendant had no need of any part of the money on hand, or of its earnings, except to pay current expenses. That the balance thereof belonged to the stockholders, and ought to be divided among them according to their several interests. That neither set of directors was in a position to declare a dividend, until the courts shall have determined their rights; and meanwhile the surplus money ought to be distributed. The complaint prayed for a reference to ascertain the amount of money on hand; the amount earned and not received, and when it would be due; the true or probable amount required to discharge the current and necessary expenses of the company; the amount, if any, necessary *The road was under a lease to another company, providing for payment by the lessee of the operating expenses. Karnes v. Rochester & Genesee Valley R. R. to be retained in the treasury to meet present and current expenses; and the amount that could safely be distributed among the stockholders; also, to report the names of stockholders and the amount held by each; to the end that on the coming in of the report, judgment might be given for a distribution of the amount so reported, among the stockholders, according to their interests, and for general relief. The defendants demurred to the complaint on the ground that it did not state facts sufficient to constitute a cause of action. Theodore Bacon, in support of the demurrer ;—cited Verplanck v. Mercantile Ins. Co., 1 Edw., 84; Luling v. Atlantic Mutual Ins. Co., 45 Barb., 510, 515; Carpenter v. N. Y. & N. H. R. R. Co., 5 Abb. Pr., 277, 280; Ang. & A. on Corp., ch. IX., §10, 3 ed., pp. 304-306. John McConvill, for the plaintiffs;-cited Scott v. Eagle Fire Co., 7 Paige, 198. JOHNSON, J.-The plain object and purpose of the action is, to have this court, first, take the place and perform the duties of the board of directors of the defendant, in making a dividend out of the gross earnings of the defendant, in its business, amongst the several stockholders, and then decree payment of such dividend to each respectively. The demurrer admits all the material facts stated in the complaint to be true, and the only question is, whether, upon the facts thus stated and admitted, any cause of action, in favor of the plaintiff against the defendant, is made to appear. I am very clearly of the opinion that no cause of action is stated in the complaint against the defendant, and that no such action can be maintained by a corporator against the corporation of which he is an integral part. 1. The complaint does not show any legal title to the fund in question, or any part thereof, either in the plaintiff or in any or all the stockholders together, nor any equitable claim thereto. The property of every cor |