Smith v. Sinbad Development Co.
Before: Shaw
Synopsis
Corporations—Action por Services—Employment by General Manager—Certified Due-bill—Evidence—Law of Case.—Where the plaintiff, in an action for services against a corporation at an agreed compensation, was employed by one authorized to act as its “secretary and general manager,” who had executed to him a eerti- ' fied due-bill thereof, signed by him in Ms official capacity, and it was determined upon a former appeal that the court erred in excluding such due-bill, and it was admitted upon the second trial, and judgment was rendered thereon against the corporation, it is the law of the case upon a second appeal that such due-bill was properly admitted as evidence against the corporation, to show an authorized employment.
Id.—Organization Under Laws of Arizona—Two Incorporators— President—Secretary and General Manager.—Where the corporation was organized under the laws of Arizona with only two incorporators, one designated as “President,” and the other as “Secretary and General Manager,” it must be assumed, since the corporation is admitted by the pleadings, that two persons may organize under the laws of Arizona.
Id.—Evidence—Conflict.—Where the secretary and general manager testified that he laid the matter of the employment of the plaintiff before the president, and that he assented thereto, the fact that this testimony was contradicted by the president cannot detract from the value placed thereon by the trial court when considered in support of the findings.
Id.—Insufficiency of Evidence.—The evidence shows that the secretary and general manager was authorized to act for the defendant, and acting on its behalf did gmploy plaintiff and promise and agree to pay him as alleged.
SHAW, J.
Action to recover for three months’ services alleged to have ’been rendered by plaintiff for defendant at an agreed salary of $225 per month.
Judgment went for plaintiff, from which, and an order denying its motion for a new trial, defendant appeals.
The pleadings admit that defendant was duly incorporated. One S. A. McDonald owned certain oil claims in Utah, and in June, 1907, had defendant incorporated under the laws of Arizona for the purpose of developing these claims. The articles of incorporation designated McDonald as president of the corporation and
F. G.
Downey as secretary and general manager thereof. These two, with A. J. McPherson and S. Piper, designated in said articles as vice-president and treasurer, respectively, constituted the hoard of directors. Neither McPherson nor Piper signed the articles of incorporation, and they had no knowledge that they were connected
[168]
therewith until after the alleged employment of plaintiff. In August, 1907, and prior to any meeting of the board of directors, Downey, claiming to act in his capacity as general manager of the company, and for and on its behalf, engaged plaintiff to perform certain services for it at an agreed salary of $225 per month.
The court found: “That plaintiff was engaged to perform services for the defendant by the said F. G-. Downey, acting as general manager of defendant, and that between the first day of September, 1907, and the first day of December, 1907, the plaintiff rendered services to defendant, at its request, in accordance with said employment, in and about the preparations for oil-well drilling operations, about to be engaged in by the defendant, and in the purchase of equipment and machinery for that purpose.” “That for the services of plaintiff, the defendant, through its general manager, promised to pay plaintiff the sum of $225 per month.” Appellant attacks these findings upon the ground of insufficiency of the evidence, and insists that the acts of Downey as such general manager were wholly without warrant or semblance of authority, and were never ratified by the corporation, and that it is not bound thereby.
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