130 Mass. 391 | Mass. | 1881
The plaintiff admits that no express contract to pay him for his services was made by the directors, either by vote or otherwise ; but contends that the services were valuable to the bank, and were rendered under such circumstances that there was an implied contract to pay a reasonable compensation for them.
A bank or other corporation may be bound by an implied contract in the same manner as an individual may. But, in any case, the mere fact that valuable services are rendered for the benefit of a party does not make him liable upon an implied promise to pay for them. It often happens that persons render services for others which all parties understand to be gratuitous. Thus, directors of banks and of many other corporations usually receive no compensation. In such cases, however valuable the services may be, the law does not raise an implied contract to pay by the party who receives the benefit of them. To render such party liable as a debtor under an implied promise, it must be shown, not only that the services were valuable, but also that they were rendered under such circumstances as to raise the fair presumption that the parties intended and understood that they were to be paid for; or, at least, that the circumstances were such that a reasonable man in the same situation with the person who receives and is benefited by them would and
In the case before us, the plaintiff admits that he is not entitled to recover anything beyond his salary for services rendered as president or as a director; but contends that, in doing the work, he was acting, not in his capacity of president or director, but in an independent relation to the bank, as a superintendent of repairs. The directors appointed the plaintiff and two other persons a committee on repairs. They did not then or at any time afterwards appoint or recognize the plaintiff as superintendent of repairs. Nothing was said in their votes as to compensation of the committee; and there is no evidence that anything was said, throughout the transaction, by the plaintiff or any of the directors in regard to his being entitled to or receiving any compensation. It seems to us that the only reasonable inference from all the evidence is, that it was intended and understood by the parties that the plaintiff was acting throughout as a member of the committee, without compensation. There is no evidence whatever that any members of the board of directors understood, or ought to have understood, that he was acting in any other capacity, or that he then made any such claim. A majority of the court is therefore of opinion, that the evidence did not justify the verdict upon the first item in the plaintiff’s account.
The second item of the plaintiff’s account is for $750 for his salary as president for six months ending June 30, 1875. In regard to this, the Superior Court rightly ruled that he was not entitled to recover. In 1871 the directors by vote fixed the salary of the president at $400 a year. The plaintiff acted under this vote as president until 1875. He then demanded an increase of salary, and verbally resigned his office. The directors laid the subject of his resignation upon the table, and appointed a committee to confer with him. The committee reported, at a meeting held February 4, 1875, that the plaintiff would not serve as president unless his salary was $2000; after this report, the directors passed a vote fixing the salary at $400. This was equivalent to an express refusal to increase his salary, as requested by him. At the next meeting of the directors, on February 9, 1875, a vote was passed approving the record of the
The burden of proof was upon the plaintiff to show that the defendant had, by an express or implied contract, agreed to increase his salary. Instead of showing an express contract, the evidence shows an express refusal by the directors to make such’ a contract. It is also clear that there was no implied contract. The plaintiff testified that he did not know of the vote of February 4, when he resumed the duties of president. But if this be so, he had no right to assume that the directors had taken any action increasing the salary. Indeed, it is apparent that he understood that they had not done so; for what he said upon resuming his duties as president was an expression of his expectation that they would take some action in the future upon the subject of his salary. The fact that the directors made no re ply does not fairly lead to an inference that they understood, o ought to have understood, that thereafterwards he was entitled to a larger salary than the sum fixed by their vote. There was no agreement, express or implied, that he should have more. He chose to perform the duties under the expectation that his salary would be raised by the future action of the directors; but the only legal obligation of the defendant was to pay him the amount of salary he had theretofore received, and which was fixed by the vote of February 4.
We are all of opinion that the instructions of the presiding justice upon this item were correct.
New trial ordered upon the first item only.