Bradstreet v. Bank of Royalton

42 Vt. 128 | Vt. | 1869

The opinion of the court was délivered by

Steele, J.

The report of the auditor and the judgment thereon in the county court are in favor of the plaintiff. The defendant alleges error. This allegation is not supported by showing that there may have been' error ; on the contrary all reasonable intendments'are to be made in support of the conclusions and judgment of the auditor and county court. This rule of interpretation destroys the basis of fact upon which many of the questions of law raised in argument rest for their pertinence. «

■ I. 1. The auditor finds that the contract by which the plaintiff was employed was not known to any officer of the bank except three of the five directors. It is not for us to infer from this that, the engagement was designedly concealed.

' 2. The contract with the plaintiff having been originally made by two directors and subsequently approved by a third, and the contract not being in terms limited as to time, and the same three directors by re-election continuing in office during the entire service, we should infer that it was approved by all three during the whole time, although it does not appear affirmatively that more than two of them assented to the same after the first year. The plaintiff continuing to render the same service had a right to suppose he was continuing under the same terms, especially as two of the directors recognized him as in their service and the third * expressed no dissent.

3. The character of the services upon which the plaintiff’s suit is founded does not appear in the report, but the auditor finds what would be a reasonable compensation for them. From this, although there are some expressions in the report that render the fact very doubtful, we must infer that the services were substantial and valuable.

4. The auditor submits the question of law to the court whether the number of directors stated in the case could, without conference with the others and without a formal vote, bind the bank by their agreement. The question is submitted upon the objection to the number of directors and upon the lack of a vote, and not upon the nature of the service procured. We must presume that no question arises upon the character of the service, but that this was such a contract for service as the directors would be authorized to make if they would be authorized to make any without a vote or a conference with the whole board. Had there been anything in the nature of the services to absolve the bank from liability, it is fair to presume that it would have been made a point before the auditor,' and special report upon that subject called for at the time.

II. The question of law, then, is simply this: whether, in all cases, a contract for service to the bank, concluded by two directors'professing to act for the bank and subsequently approved by a third, is unauthorized for want of a formal vote or conference with the other two members of the board. It is very true that there might be contracts of such a kind that the action of the board, by formal voté, would be essential to their validity. But, on the pther hand, j,t js nop necess,&ry that the whole board should be con-suited or a vote taken .upon every trifling.,- detail of the business. If a particular line of procedure has been resolved upon, or is necessarily'incident to the business of the bank, it is not essential that every expenditure ■ of money, or engagement of. service, or other item within the line so' marked:out, should receive the consideration of all the directors outside a meeting, or that a meeting of the board should act upon it.- Nor is'it true that all the executive business which pertains to a bank comes. solely, witliin the province of the cashier. -The amount of expenditure which the engagement of the plaintiff involved is not so great as to indicate of itself a contract which the corporation by its board of directors need consider. Still: the amount of expenditure involved is not decisive-of the matter, but in- absence of any finding as to the character of the service, we are, we think, bound to presume it was some service in the line of business incident to a banking institution and which these directors secured of the plaintiff in execution of the general plan of business adopted by the bank.

The judgment of the county court is affirmed.--