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15. It was argued that the pecuniary liability of directors ought not to extend to mere consequences of negligence where they have not themselves benefited improperly. I cannot accept this contention so broadly stated. A man of course is not force 1 to place himself in a fiduciary position. But if he does undertake the affairs of others he must exercise ordinary prudence and vigilance. No doubt the directors were not, in the present case, bound to transact personally the daily affairs of the company. By the statutes of the concern there was a special agent on whom devolved that duty; but his existence did not relieve them from all responsibility. They were not mere ministerial officers placed there to confirm the agent's acts. It is an established rule that trustees cannot delegate their office, and, if they do thus divest themselves of their trust, they are held liable for any breach of trust committed by the person to whom the office has been entrusted. "Trustees," says Lord Langdale (Turner v. Corney 5 Beav. 517, "who take on themselves the management of property for the benefit of others, have no right to shift their duties on other persons, and, if they employ an agent, they remain subject to responsibility towards their 'cestui que trust' for whom they have undertaken the duty." There are, of course, exceptions to this general rule, as, for instance, when the employment of an intermediary party, such as a shareholder, is absolutely necessary (Ex park Belchin Amb., 212; Speight v. Gaunt 9 App. Cas. 1. But that exception does not apply in the present case, where the directors had a distinct duty imposed upon them to watch over the business of the company in conjunction with the agent. The articles of association say "the business of the company shall be managed by the board (of directors) with the assistance of the agent."