Hyman v. Karl Stern Co.

CRAIG, J.

This is an action by the plaintiff and respondent against the defendant and appellant to recover a balance of salary claimed to be due her from the defendant.

[673]

Plaintiff was one of the organizers, a stockholder and a director of the corporation. She worked for it from April 1, 1917, to August 10, 1918, and was paid $15 per week for the first year and $17.50 per week from April 1, 1918, until August 10, 1918, upon which last date she left the employ of the defendant.

This is an appeal after the second trial of the issues in this litigation. Subsequent to the first trial an appeal was taken which was passed upon by the district court of appeal, second appellate district, division one, and an opinion filed May 20, 1920 (47 Cal. App. 605 [191 Pac. 47]), therein. In that decision the issues of law tendered by appellant on this appeal were determined. It was there said: “The first contention of the by-laws declaring that the directors should fix the salaries of officers and employees was not complied with, and that any arrangement entered into between Stern and the plaintiff as to salaries to be paid was invalid. We think there is no merit in this contention. If the two persons who owned and controlled the corporation to all substantial effect agreed upon the salaries to be paid, where the corporate form was adopted only as a convenient agency for the handling of the business, such an agreement we think was valid and binding.” This statement of the law must be accepted as controlling the same issue argued in the appellant’s brief in the instant appeal in which it is contended that the defendant corporation is not responsible for the statements of Karl Stern to the plaintiff prior to the organization of the corporation, and that a resolution of the board of directors is essential.

It is unnecessary to set forth

in haec verba

the findings to which exception is taken. The appellant’s ground of appeal that the evidence does not support the findings concerns the conversations between the plaintiff and Karl Stern. The matters involved in the claim that the findings are not supported are: 1. Did the conversations take place ? 2. If so, did the statements made constitute agreements? 3. If agreements were made, do they bind the corporation? 4. Were the services rendered? There is no dispute as to the fact of the rendition of the services. What we have said previously disposes of the third proposition. As to the first and second, the most that can be claimed on behalf of the appellant is that there was a conflict of evi