60 Minn. 316 | Minn. | 1895
The defendant, a corporation, on and prior to January 12, 1893, was the owner of eight mortgages upon as many separate lots then owned by the plaintiff. Each of the mortgages' secured the payment of $1,500 and interest, and provided for the-payment of $75 attorney’s fees in case of foreclosure. Default was made in the conditions of the mortgages, and the defendant, on the day named, proceeded to foreclose all of the mortgages by advertisement; and the same were foreclosed, and the premises sold to-the defendant on February 27, 1893. ’ The defendant retained from the proceeds of the sales $75 for attorney’s fees in each case, it having employed a firm of attorneys, in general practice to foreclose the mortgages, and actually paid them for such services the sum of $75 in each case. The proper affidavit of such payment was made, and duly filed. One of the members of such law firm was, at the time such services were performed, one of the defendant’s board of directors, and its general attorney. This action was brought to recover the amount so retained for attorney’s fees, with the statutory penalty. A recovery was denied by the trial court, and from an order denying her motion for a new trial the plaintiff appealed.
The appellant claims that the respondent was not entitled to retain any sum for attorney’s fees, because the mortgages were foreclosed by its director and attorney, who received from it a stated salary for all services rendered to the defendant, including the foreclosure of the mortgages. The law (G. S. 1894, §§ 6074, 6075) provides that the stipulated attorney’s fees in a mortgage, to be paid in case of foreclosure, shall not exceed the sums therein limited, and that no attorney’s fees shall be taxed or retained by the mortgagee on the foreclosure of the mortgage, unless he in fact employs and
The general propositions of law pressed upon our attention by counsel for appellant, as to the duties which directors of a corporation owe to it, are correct, but not applicable to the facts found by the court; for if an attorney or director of a corporation is properly employed to perform services for it which do not pertain to his office of director, or are outside of his employment as such attorney, he is entitled to receive such compensation as has been agreed upon for such special services, or the reasonable value thereof, in the absence of any contract fixing the amount. Rogers v. Hastings & D. Ry. Co., 22 Minn. 25; Deane v. Hodge, 35 Minn. 146, 27 N. W. 917. The employment and payment by the defendant of the law firm, of which its general attorney was a member, to foreclose the mortgages in question, were within this rule, and it was entitled to retain the amount so paid from the proceeds of the mortgage sales. The ap
Order affirmed.