Santa Clara Mining Ass'n v. Meredith

49 Md. 389 | Md. | 1878

Grason, J.,

delivered the opinion of the Court.

At the trial of this case in the Baltimore City Court the plaintiff offered three prayers, the two first of which were granted and the third was refused, and the defendant seven, all of which were rejected except the sixth, which was granted, and the judgment, being in favor of the plaintiff, the defendant appealed.

The question presented by the prayers for our determination is, whether an officer of a corporation can recover for services rendered the corporation without an express contract of employment.

We have carefully examined the authorities referred to by the counsel of the respective parties, and without in this opinion entering upon a review of them in detail, we deem it sufficient merely to state the principles of law which they establish. To entitle a president or director of a corporation to recover for services rendered his corporation, he must prove an express contract of employment, if the services for which he claims compensation are within the line and scope of his duties as president or •director. To this effect are nearly all the cases cited in the briefs, and this general principle is admitted by the counsel of the appellee to be correct. But if a president or director of a corporation renders services to his corporation which are not within the scope of, and are not required of him by, his duties as president, or director, but are such as are properly .to he performed by an agent, broker or attorney, he may recover compensation for such services upon an implied promise. See Angell & Ames, on Corporations, sec. 317, p. 316; Chandley vs. Monmouth Bank, 1 Green’s N. J, 260; Henry vs. Rutland and Burlington R. R. Co., 27 Vermont, 455; Hall vs. Vermont and Mass. R. R. Co., 28 Vermont, 408; New York and New Haven R. R. Co. vs. Ketchum, 27 Conn., 181; Evans vs. City of Trenton, 4 Zubriskie, 769.

Agency for.a corporation is not required to be shown by a resolution of the hoard of directors or other written evidence, but it may be inferred from facts and circumstances. Union Bank vs. Ridgely, 1 H. & G., 326; 1 Md. Chan. Dec., 398; Elysville Man. Co. vs. Okisko Co., 5 Md., 159; N. C. Railway Co vs. Bastian, 15 Md., 501; Bank of the United States vs. Dandridge, 12 Wheat., 69, 70, 83.

All the prayers of the appellant asked instructions that the plaintiff was not entitled to recover unless the jury should find an express contract of employment of the plaintiff by the defendant. We have shown that his employment as the agent of the defendant may he inferred from facts and circumstances, and the appellant’s prayers were, therefore, properly rejected. There were facts and circumstances in evidence from which the jury were at liberty to infer that the appellee was employed by the appellant in respect of obtaining a patent for the lands in California, in obtaining the loan in London, and in procuring the surrender and cancellation of the first mortgage bonds of the Company, the accomplishment of the latter being indispensable to the obtent-ion of the loan. There is evidence in the record tending to prove that these services were either authorized by the coi’poration previously to their rendition, or were ratified by it after they were performed, and that they were such services as were not required of the appellee in the discharge of his duties as a director. All these matters were left to the finding of the jury by the instructions granted in the appellee’s first and second prayers, and if found in his favor he was entitled to recover a reasonable compensation for his loss of time and for services rendered. These two prayers were, therefore, properly granted.

(Decided 28th June, 1878.)

The verdict was for an amount in solido, and whether in view of the refusal of the Court to grant the appellee’s third prayer, and in the granting the appellant’s sixth, it was for a larger sum than it ought to have been, this Court cannot inquire. Finding no error in the rulings of Court below, the judgment appealed from will be affirmed.

Judgment affirmed.