Fraylor v. Sonora Mining Co.

Cope, J. delivered the opinion of the Court Field, C. J. and Baldwin, J. concurring.

This is an action upon an implied contract for the value of services rendered. The defendant is a corporation, and the services were rendered by the plaintiff in the capacity of secretary. The right of the plaintiff to recover rests alone upon the fact of the rendition of the services. On the trial of the ease, the defendant, to rebut the presumption of liability arising from this fact, offered to show that by the usage and custom of the corporation no compensation was chargeable for services of this nature. “ The agents of a corporation,” say Angelí & Ames, in their work on corporations, (sec. 817) “ like the agents of a natural person, are entitled, in legal presumption, to be paid for their services by the principal, the corporation, what they are reasonably worth. The officers of a corporation who are to receive any compensation are usually provided for by regular salaries. If there be no salary, and no particular contract, much must depend, as in other cases, upon the custom with regard to compensation for the particular services, and the expectations of the parties growing out of it.” The rule thus laid down covers the principle involved in the offer made by the defendant, and we think there was a violation of this rule in the rejection of that offer. Whether the evidence sought to be introduced would have been sufficient to control the verdict is a different question, and upon this question it would be improper for us to express any opinion. We have no doubt of the admissibility of the evidence ; and if the plaintiff was informed of the existence of the usage and custom referred to, the inference would naturally be that he accepted the office and performed its duties without any expectation of being compensated for his services. If any such usage in fact existed, his position as a member and officer of the corporation is sufficient prima facie to charge him with a knowledge of its existence.

There is another point which is also fatal to the judgment. The defendant pleaded the Statute of Limitations as to so much of the [596]claim as accrued more than two years prior to the commencement of the suit. The Court below held that the statute did not apply, and in this respect proceeded, no doubt, upon the idea that the claim was a mutual, open, and current account, within the meaning of the statute. But to constitute such an account there must have been reciprocal demands between the parties, which was not the case. The items are all on one side, and the authorities are clear that in such a case the statute will be a bar to so much of the account as did not accrue within the period limited for the commencement of the suit. (See Ang. on Lim. 155 and 162.)