Barstow v. City R. R.

By the Court, Wallace, J.: The plaintiff was a Director of the corporation defendant, and alleges that he was employed by defendant, while holding that position, to go to Hew York and there engage in [466]certain negotiations then pending there between the defendant and one Randall, concerning the execution or modification of a proposed contract between defendant and Randall for the construction of the defendant’s projected railroad. It is alleged in the complaint that the defendant promised to pay the plaintiff “ for his services and expenditures, including traveling expenses, whatever the same should be reasonably worth, and promised to pay him in gold coin of the United States,” etc. The defendant denied the allegations of the complaint.

It was not pretended at the trial that the defendant had, by proceedings at any corporate meeting, directly employed the plaintiff as its agent to proceed to New York upon this business; but it appeared that the plaintiff" and one Glad-ding had already agreed with each other to go to New York from California, in the prosecution of a joint enterprise of their own, into which they had entered for the sale of certain mines and mining interests in the New York market, and that it was in contemplation to sell one of these mines to Randall, the same person who was about to contract to build the defendant’s road. Under these circumstances, Barstow had a conversation with the President of the defendant, Dr. Rowell, in which he remarked that he thought of going to New York; that he had some “ contingent busi.ness” there. Rowell replied: “Then you must go for the City Railroad Company and complete the contract with Randall, or get somebody else to build this road,” adding that Barstow should be compensated for his services and expenses. This was in October, 1865, and on the eighteenth day of that month Barstow left San Francisco by the steamer, and arrived in the City of New York on the eighth day of November following. On the' twenty-eighth of November—twenty days after Barstow had arrived in New York— a corporate resolution was passed by the defendant, authorizing Barstow and Gladding (then also in the Eastern States) [467]to close the construction contract with Randall, etc., which resolution, or a copy of it, was forwarded to them from California. Negotiations had there with Randall,'up to the time of Barstow’s return to California, in March, 1866, resulted in nothing. In the meantime, other persons, not then interested in the stock of the corporation, have become stockholders, and Barstow now claims that the corporation is indebted to him in the sum of two thousand five hundred dollars, for these alleged services at the East in 1865-6.