244 Mass. 364 | Mass. | 1923
It is contended by the defendant that there was no evidence of any contract between the parties to pay the plaintiff for services as manager or one half of the net profits. The defendant is a domestic corporation with a capital stock of forty shares, of the par value of $50 each which had been fully paid, and was held during the period covered by the litigation by John T. ICeefe twenty-five shares, his daughter Carrie L. Keefe five shares, the plaintiff nine shares, and his wife Agnes J. Fisk one share. The fiscal year began April 1 and ended on March 31 of the following year. The officers and stockholders from the time of incorporation in March, 1914, to May, 1919, were John T. Keefe, president, Carrie L. Keefe, treasurer, Agnes J. Fisk, clerk, and the president, the treasurer, the clerk and the plaintiff comprised the board of directors, who under the by-laws of the corporation had full general powers to manage the affairs of the company, which included the making of contracts, the employment of agents, and the establishment of their compensation. And March 16, 1914, the board voted “that the president be and hereby is authorized to employ and remove and fix the compensation and duties of all officers, agents, and clerks, and servants of the corporation not inconsistent” with the by-laws. The plaintiff by vote of the directors was chosen as general manager at their first meeting held March 2, 1914, and the jury on the record could find his duties were well performed and his general management of the company’s affairs was satisfactory to the stockholders, who on March 9, 1914, executed an agreement which provided that the net profits for the fiscal year ending March 31, 1915, should be divided, fifty per cent to John T. Keefe and fifty per cent to the plaintiff, while the other two stockholders by their express consent in writing were excluded from participation. The directors voted April 14, 1915, that a division be made in accordance with the agreement by “placing to the credit of each, one-half the net profits of the company . . . subject however, pro rata to any debts occasioned to the business by losses on account of bad bills, depreciations or otherwise not now appearing as such, and subject to the further stipulation that said John T. Keefe and Joseph H. Fisk are not to be paid any cash on account of said dividends excepts by a unanimous vote of the Board of Directors. . . .” While there was no agreement in writing for the succeeding
Exceptions overruled.,