Neither dealt with the question whether judgment could be separately granted on one of the claims. Valley has also cited a statement from In Re Knight, 60 Ill.App.2d 457, 208 N.E.2d 679, 681 (1st Dist. 1965), "[t]hat where a debtor of the Corporation has a valid claim against the Corporation, it may be used as a set-off against a claim made by the Corporation against the debtor." The case dealt with a petition by a debtor of an insolvent bank to set-off an alleged liability of the bank to the debtor.

No error is claimed in the court's ruling that the individual plaintiffs, as minority stockholders could not maintain the derivative action because they failed to comply with Rule 23.1, Federal Rules of Civil Procedure; and In Re Possession and Control of Knight, 60 Ill. App.2d 457, 460, 208 N.E.2d 679 (1965). The trial court treated the one count complaint as if it stated four separate causes of action for common law fraud and deceit, one in favor of each plaintiff. The complaint alleges that on or about January 1, 1965 the individual defendants as officers and directors of the Texas corporation offered to sell stock in the corporation to the plaintiffs.

Generally, when an alleged injury is inflicted upon a corporation, a shareholder of that corporation is said to suffer only an indirect harm from the diminution in value of his stock. In re Knight, 60 Ill. App. 2d 457, 460 (Ill. App. 1st Dist. 1965). In that situation, the corporate body, rather than the individual shareholder, is understood to have standing to sue.

See Alpha Sch. Bus, 2009 WL 1373149 at *10; McGladrey, 92 N.C. App. at 712; RESTATEMENT (THIRD) OF AGENCY § 1.01, Comment c, at 19 (2006) ("The elements of common-law agency are present in the relationships between employer and employee, corporation and officer").First Chicago v. Industrial Comm'n, 294 Ill App.3d 685, 691, 691 N.E.2d 134, 138 (Ill. App. 1998); Ahlgren v. Blue Goose Supermarket, Inc., 266 Ill. App.3d 154, 162, 639 N.E.2d 922, 928 (Ill. App. 1994); Whitten v. Bob King's AMC/Jeep, Inc., 292 N.C. 84, 91, 231 S.E.2d 891, 895 (1977); In re Knight, 60 Ill. App.2d 457, 460, 208 N.E.2d 679, 681 (Ill. App. 1965); Sledge Lumber Corp. v. So. Builders Equip. Co., 257 N.C. 435, 439, 126 S.E.2d 97, 100 (1962); see Trust Co. of Chicago v. Sutherland Hotel Co., 389 Ill. 67, 72, 58 N.E.2d 860, 863 (Ill. 1945); Le Duc v. Moore, 111 N.C. 516, 15 S.E. 888, 888 (1892); see also 3 FLETCHER CYCLOPEDIA OF THE LAW OF PRIVATE CORPORATIONS § 790 ("the general rule is well established that a corporation is charged with constructive knowledge, regardless of its actual knowledge, of all material facts of which its officer or agent receives notice or acquires knowledge while acting in the course of employment within the scope of his or her authority") (perm. ed. 2002) (hereinafter "FLETCHER").

See Alpha Sch. Bus, 2009 WL 1373149 at *10; McGladrey, 92 N.C. App. at 712; RESTATEMENT (THIRD) OF AGENCY § 1.01, Comment c, at 19 (2006) ("The elements of common-law agency are present in the relationships between employer and employee, corporation and officer").First Chicago v. Industrial Comm'n, 294 Ill. App.3d 685, 691, 691 N.E.2d 134, 138 (Ill. App. 1998); Ahlgren v. Blue Goose Supermarket, Inc., 266 Ill.App.3d 154, 162, 639 N.E.2d 922, 928 (Ill. App. 1994); Whitten v. Bob King's AMC/Jeep, Inc., 292 N.C. 84, 91, 231 S.E.2d 891, 895 (1977); In re Knight, 60 Ill. App.2d 457, 460, 208 N.E.2d 679, 681 (Ill. App. 1965); Sledge Lumber Corp. v. So. Builders Equip. Co., 257 N.C. 435, 439, 126 S.E.2d 97, 100 (1962); see Trust Co. of Chicago v. Sutherland Hotel Co., 389 Ill. 67, 72, 58 N.E.2d 860, 863 (Ill. 1945); Le Duc v. Moore, 111 N.C. 516, 15 S.E. 888, 888 (1892); see also 3 FLETCHER CYCLOPEDIA OF THE LAW OF PRIVATE CORPORATIONS § 790 ("the general rule is well established that a corporation is charged with constructive knowledge, regardless of its actual knowledge, of all material facts of which its officer or agent receives notice or acquires knowledge while acting in the course of employment within the scope of his or her authority") (perm. ed. 2002) (hereinafter "FLETCHER").

Illinois courts generally do not recognize an independent cause of action for damages by a plaintiff-shareholder suing in his own behalf rather than derivatively on behalf of the injured corporation where there is no showing that the plaintiff himself has been injured in any capacity other than in common with his fellow shareholders as a consequence of the wrongful actions of a third-party directed towards the corporation. Poliquin v. Sapp, 72 Ill. App.3d 477, 480, 28 Ill.Dec. 615, 618, 390 N.E.2d 974, 977 (4th Dist. 1979); Zokoych v. Spalding, 36 Ill. App.3d 654, 663, 344 N.E.2d 805, 813 (1st Dist. 1976); In re Knight, 60 Ill. App.2d 457, 460, 208 N.E.2d 679, 681 (1st Dist. 1965) ("wrongful actions . . . which injure the stockholders by impairing the capital position of the corporation give no right of action to the stockholders as individuals.)" "However, this general principal has no application where the wrongful acts are not only against the corporation but are also violations of a duty arising from a contract or otherwise, and owed directly by the wrongdoer to the stockholders." Zokoych v. Spalding, supra, 36 Ill.App.3d at 663, 344 N.E.2d at 813.

On the contrary, the overwhelming weight of authority holds that wrongful actions by third parties impairing the capital position of the corporation give no right of action to the shareholders as individuals for damages where there is no violation of duty owed directly to the shareholders. See In re Knight (1965), 60 Ill. App.2d 457, 460-461, 208 N.E.2d 679; Shaffer v. Universal Rundle Corp. (C.A. 5, 1968), 397 F.2d 893, 896; Continental Illinois Natl. Bank Trust Co. of Chicago v. Stanley (N.D. Ill. 1984), 585 F. Supp. 1385, 1388; Mendenhall v. Flemming Co., supra, at 881; ITT Diversified Credit Corp. v. Kimmel (N.D. Ill. 1981), 508 F. Supp. 140, 144; United States v. Palmer, supra, at 145-146; Sacks v. American Fletcher Natl. Bank Trust Co., supra, at 811; Empire Life Ins. Co. of America v. Valdak Corp. (C.A. 5, 1972), 468 F.2d 330, 335; Zokoych v. Spalding (1976), 36 Ill. App.3d 654, 663, 344 N.E.2d 805, 813; Eden v. Miller (C.A. 2, 1930), 37 F.2d 8. Where the defendant's wrongdoing has caused direct damage to corporate worth, the cause of action accrues to the corporation, not to the shareholders, even though in an economic sense real harm may well be sustained by the shareholders as a result of reduced earnings, diminution in the value of ownership, or accumulation of personal debt and liabilities from the company's financial dec

Other cases are in accord. See Cashman v. Coopers Lybrand, 251 Ill. App.3d 730, 735-36, 623 N.E.2d 907 (1993) (when "real damage suffered by plaintiffs * * * is that * * * stock becomes worthless due to * * * alleged mistakes," claim is derivative); Borgsmiller v. Burroughs, 187 Ill. App.3d 1, 7, 542 N.E.2d 1281 (1989); In re Knight, 60 Ill. App.2d 457, 460, 208 N.E.2d 679 (1965). See also Kramer v. Western Pacific Industries, Inc., 546 A.2d 348, 353 (Del. 1988) ("claim of mismanagement resulting in corporate waste, if proven, represents a direct wrong to the corporation * * * [and] is entirely derivative in nature").

A corporation acts through its officers and directors and is bound by their actions when performed within the scope of their authority. ( In re Possession Control of Knight (1965), 60 Ill. App.2d 457, 460.) Paragraph 6 of plaintiffs affidavit does not aver facts sufficient to establish that an officer or director acting within the scope of his or her authority entered into an obligation binding the corporation.

These claims are clearly common to all shareholders of the corporation and do not assert a right which is held personally by the plaintiff. ( Poliquin v. Sapp (1979), 72 Ill. App.3d 477, 480, 390 N.E.2d 974, 977, In re Knight (1965), 60 Ill. App.2d 457, 460-61, 208 N.E.2d 679, 681; Twohy v. First National Bank (7th Cir. 1985), 758 F.2d 1185, 1194.) Consequently, the trial court's dismissal of the individual claims asserted in counts II and IV was proper and is affirmed.