The defendant company contends: (1) that the verdict of the jury is not supported by any credible evidence; (2) that Thompson, as president of the company, had no express, implied, or apparent authority to enter into the alleged contract; (3) that in any event the contract, being oral and by its terms not to be performed within one year from the making thereof, is void under the statute of frauds; and (4) that the contract as claimed by the plaintiff and as found by the jury is void and unenforceable because it lacks mutuality.
As to defendant’s first contention, the court is of the opinion 'that there is evidence which, if believed by the jury, is sufficient to support the verdict rendered, although there is much in the plaintiff’s testimony and also in his subsequent letters and conduct which gives rise to grave doubts as to the credibility of his testimony. Nevertheless we cannot say, taking his testimony as a whole, that it is so improbable as to be unbelievable. This being so, the verdict, which has received the approval of the trial court, cannot be disturbed.
As to defendant’s second contention, the court is of the opinion that such contention is sound and must result in a reversal of the judgment. It is undisputed that Mr. Thomp
But disregarding all other considerations, there clearly appears in this case an insurmountable obstacle to plaintiff’s recovery. From plaintiff’s testimony it appears that the consideration for the contract to employ him so long as he should hold the stock, was his agreement to purchase and his actual purchase of fifty shares of common stock from Mr. Thompson and fifteen shares of preferred stock from the defendant company. This clearly presents a situation in which it must be held that Mr. Thompson, as president of the company, could not bind the company by a contract in which he was individually interested and acting in his own behalf in a matter in which his interests were clearly antagonistic to the interests of the company and its stockholders. No president of a corporation can enter into a contract which binds the corporation under such circumstances. Such contracts are held to be void on grounds of sound public policy. Timme v. Kopmeier, 162 Wis. 571, 156 N. W. 961. It has been held by this court in cases involving similar situations, but where the conflict in interest appeared to be less marked than in this, that such contracts are void. (Cases herein
In Timme v. Kopmeier, supra, where an agreement was entered into by a director, without the full knowledge and assent of all of the stockholders, whereby he agreed to repurchase from one about to become a stockholder all of the stock purchased from the corporation upon the happening of certain contingencies, it was said (p. 575):
“Directors of a corporation occupy a position of trust and confidence and are considered in the law as standing in a fiduciary relation toward the stockholders and as trustees for them. The directors of a corporation are not permitted to use their position of trust and confidence to further their private interests, nor to become parties to contracts concerning corporate affairs intrusted to their management which conflict with a free and impartial discharge of their duties toward the stockholders. Any participation by them in contracts dealing with matters of corporate interest which are antagonistic to their free and impartial discharge of official duties is denounced by the law, unless all of the stockholders with full knowledge assent thereto.”
The rule of the Timme Case has been firmly adhered to by this court and has been consistently applied to a number of similar situations in which corporate officers have acted for corporations in the making of contracts in which there existed a conflict of interest or, as otherwise stated, in which the interest of the officer was antagonistic to the interest of the corporation or its stockholders. Miley v. Heaney, 168 Wis. 58, 84, 169 N. W. 64; W. C. Zachow Co. v. Grignon, 172 Wis. 449, 179 N. W. 593; McMynn v. Peterson, 186 Wis. 442, 201 N. W. 272, and the numerous citations found in the cases just cited. When a contract is entered into by an officer of a corporation in which his interests are antagonistic to those of the corporation, no showing of good
In the view we take of this action it is deemed unnecessary to discuss defendant’s third and fourth contentions-.
As hereinbefore stated, it appears that there was ordered from the plaintiff 2,035 cords of spruce pulp-wood for which he has received no commission or compensation. The issues with respect to this purchase were not submitted to the jury and were not decided by the court. The view of the issues which the trial court took, apparently made it unnecessary to submit that issue to the jury. The trial court was undoubtedly of the opinion that the whole controversy could be determined by submitting the single question to the jury. This question submitted related only to the alleged agreement or contract. If the contract were valid, the verdict of the jury, together with the findings of the court, would dispose of the controversy, but since the contract found by the jury is held by this court to be void and since'the plaintiff received an order for 2,035 cords of pulp-wood which he furnished to the company, it is apparent that the issues relating to that particular order have not been determined and, as we view the record, cannot be satisfactorily disposed of without a new trial. .
By the Court. — Judgment reversed, with directions to grant a new trial on the issues relating to the purchase by the plaintiff, for the defendant, of pulp-wood for which he has. not been compensated.