Allen v. Central Counties Land Co.
Before: Hall
Synopsis
Corporation—Employment op Servants—Necessity op Resolution op Directors.—It is not necessary that a resolution should be passed by the board of directors in order to bind a corporation in the matter of the employment of its servants.
Id.—Agreement With Employees—Value of Services—Estoppel.— A corporation which pays employees regularly each month for upward of three years, with full knowledge of the directors, and without objection from any of the officers, is precluded from contending that there was no agreement to pay the' amounts paid, or that the services were not reasonably worth such amounts.
Id.—Secretary of Corporation—Right to Recover for Services.—The fact that the secretary of a corporation is a stockholder does not preclude Mm from recovering for services rendered the corporation, either upon an express or an implied contract.
Id.—Recovery for Services—Interest upon Each Month’s Salary.—• In an action for services rendered under an express contract for a certain monthly salary, interest is properly allowed at. the legal rate upon each month’s salary as it became due.
HALL, J.
The two above entitled actions were consolidated and tried together, and the appeals from the judgment rendered in the consolidated action come to this court upon one record.
The action against the corporation was brought by plaintiff to recover from the corporation defendant a stated amount for the salary of plaintiff as the secretary of said corporation, and another amount as salary of one Dick as bookkeeper for the corporation, whose claim was before suit brought assigned to plaintiff.
The action against Vandercook was predicated upon the same claims, and was brought against him upon his liability as a stockholder of said corporation.
In his complaint as originally filed plaintiff sued to recover of defendant upon an express contract for salary as secretary of said corporation from the first day of April, 1909, to the thirty-first day of January, 1910, at an agreed compensation of one hundred and fifty; dollars per
month;
and also salary
[165]
from February 1, 1910, to May 25, 1910, at an agreed compensation of fifty dollars per month. There was no controversy about this latter part of the claim.
In his second count he sought to recover upon an express contract for the salary of one A. G-. Dick as bookkeeper of said corporation from April 1, 1909, to August 17, 1909, at an agreed compensation of one bunded dollars per month.
At the close of the trial plaintiff amended his complaint so as also to state a cause of action to recover the one hundred and fifty dollars per month as the reasonable value of the services rendered, and made a similar amendment as to the one hundred dollars per month sought to be recovered as the salary of Dick, as bookkeeper of said corporation.
The court made its findings in such a way as to cover either theory of the case. It found that defendant agreed to pay plaintiff for his services from April 1, 1909, to January 31, 1910, at the rate of one hundred and fifty dollars per month, and also found that said sum was the reasonable value of such services.
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