306 Mass. 531 | Mass. | 1940
An attorney at law brings this action to recover for legal services rendered in defending a suit in equity wherein one Donovan, a stockholder of the. defendant, sought the appointment of a receiver for the defendant and a “dissolution” of the corporation.
The defendant’s motion for a directed verdict in its favor on the first count should have been allowed. The evidence bearing upon the alleged special contract tended to show that one Comerford, who was the president (and according to the plaintiff’s testimony, the treasurer), and who was also one of the two living directors of the defendant, orally employed the plaintiff, and was then informed by the plaintiff that his charge would be $2,000 for “handling” the case in the Superior Court “in all its phases.” The plaintiff contended that he had fully and successfully rendered all of the agreed service. There was no evidence of any authority having been delegated by the defendant to Comer-ford to enter into the alleged special contract in the defendant’s behalf, other than such inferences as might be drawn from the names of the offices which he held. There was no evidence that he exercised powers of general management over the corporation or that he habitually attended to such matters as the defence of law suits.
The authority to manage the business affairs of a corporation is primarily vested in its board of directors. Its president and treasurer, merely as the holders of those offices, have little or no inherent power to bind the corporation outside of a comparatively narrow circle of functions specially pertaining to their offices. Mahone v. Manchester & Lawrence Railroad, 111 Mass. 72, 75. Merchants’ National Bank of Gardiner v. Citizens’ Gas Light Co. of Quincy, 159 Mass. 505. Craig Silver Co. v. Smith, 163 Mass. 262, 268, 269. Sears v. Corr Manuf. Co. 242 Mass. 395. Cashin v. Corporation Finance Co. 251 Mass. 60. Horowitz v. S. Slater & Sons, Inc. 265 Mass. 143, 147, 148. Horowitz v. State Street Trust Co. 283 Mass. 53, 58, 59. Massachusetts Hospital Life Ins. Co. v. Nesson, 286 Mass. 216. See Stoneman v. Fox Film Corp. 295 Mass. 419, 424, 425.
In the eases in this Commonwealth in which a president
In the present case these requirements are not met. The contract of employment here alleged related to a law suit of an unusual nature vitally affecting the possibility of .continuing the corporation’s business. The defence of such a suit does not fall within the familiar duties of a president or a treasurer. Pacific Bank v. Stone, 121 Cal. 202. Ney v. Eastern Iowa Telephone Co. 162 Iowa, 525, 530. Comer-ford as one of two directors had no power to act alone. There is no evidence that his codirector was consulted or that he ever knew of the alleged $2,000 contract.
There was no evidence of ratification. Very likely an inference could be drawn from the work done by the plaintiff in the corporation’s behalf over a considerable period of time and the communications between the plaintiff and “the defendant” in connection with it that the defendant knew that the plaintiff was performing work for which he expected to be paid, but we find nothing which can fairly support a finding that the corporation as distinguished from
The plaintiff contends that there was evidence upon which a verdict for $2,000 could properly have been returned under the second count on an account annexed, and that the verdict must now be ascribed .to that count, even if a verdict could not stand upon the special contract declared upon in the first count. He cites Gifford v. Eastman, 251 Mass. 520, 524, 525. It may well be that there was evidence for the jury under the second count. We need not narrate it here. It is true that where a single verdict is returned upon correct instructions it will be referred to that count in the declaration under which it could properly have been rendered. Baker v. Sanderson, 3 Pick. 348, 353. Lamb v. Stone, 11 Pick. 526, 530. West v. Platt, 127 Mass. 367, 370. Pelton v. Nichols, 180 Mass. 245. But this principle does not extend so far as to support a verdict that may have been rendered erroneously under incorrect instructions as to one of the counts merely because the same verdict might have been rendered rightly under another count. Hagar v. Norton, 188 Mass. 47. F. W. Stock & Sons v. Snell, 213 Mass. 449, 453. Keown & McEvoy, Inc. v. Verlin, 253 Mass. 374, 378. Farr v. Whitney, 260 Mass. 103, 197. In this instance we cannot know that the verdict was not based upon the erroneous theory that Comerford had authority to bind the corporation to the special contract.
Exceptions sustained.