119 Iowa 591 | Iowa | 1903
Plaintiff claims in his petition that in May, 1398, he was elected a director of defendant corporation for the years 1898 and 1899; that by the directors he was elected vice president for one year from May, 1898 to-May, 1899, at a salary of $50 per month; that his duties as such officer were not specified by the board, but that he,, as such, did whatever seemed to be for the advantage of the corporation, — acting as shipping clerk, assisting in the manufacture of the products which the corporation was organized to produce, delivering the products to the depots, assisting in office" work, etc.; that he continued in this office and employment until about, September 1, 1898, when. !the defendant wrongfully discharged him; that on October 15th he was-reinstated,, and contiuued to work until December 31st, when he was again wrongfully discharged. He asked for $30' due him for services performed, and for $300 damages for breach of contract. Defendant 'admitted plaintiff’s election to the offices named, but denied that his election was for a year, or for any other specified time. It also denied that he was to receive any salary for acting as vice president. It admitted that plaintiff was employed as assistant superintendent at the rate of $50 per month for services to be performed as such, but denied that the employment was for any specific length of time, and denied the alleged wrongful discharges. It also pleaded that by mutual agreement plaintiff quit work on September 1st, and was not with the defendant again until
Defendant also pleaded a counterclaim for damages suffered by it, due, as is alleged, to plaintiff’s unskillfulness in the manufacture of its products, based upon the agreement for reinstatement of October 15th, and upon plaintiff’s general unfitness for the work done by him, whereby a large amount of the product was lost, and rendered unfit for the market. Defendant further pleaded that the contract pleaded by plaintiff was ultra virus and void, for the reason that its articles of incorporation provided that any employe might be discharged at any time. It further pleaded that when plaintiff sold his stock he became ineligible to any office in the corporation, and that defendant’s board of directors, upon the happening of that event, declared his positions vacant, and that plaintiff was not a member of the board of directors nor vice president after December 31,1898. On these issues a trial was had, resulting in a verdict for plaintiff in the sum of $304.20, which was reduced by the trial court to $200, and judgment ren
These rulings present the first question for consideration. It seems to us that this testimony, while not of itself establishing the contract upon which plaintiff relies, was admissible in evidence as a part of the history of the transaction, and explanatory of what follows. Of course, plaintiff could not recover from the corporation on such a showing, but this evidence was admissible as tending to throw light on the subsequent transactions between the parties.
To prove his employment by defendant, plaintiff affered the records of the meetings of the board of directors and stockholders, which contained this statement as occurring on May 10, 1898: “Annual meeting of the stockholders. * * * Meeting cailed to order, and at once proceeded to ballot for directors. The following named persons were immediately re-elected directors: W. T. McConnell, W. W. Selley, A. D. McConnell, Wm. Kragslow, and A. E. McConnell * * * Board of directors called together. * * * Upon motion the secretary was instructed to cast a vote for the re-election of the old officers.
IY. Defendant asked an instruction to the effect that plaintiff could not recover without showing that a resolution was passed by its board of directors prior to the rendition of the services, because the articles of incorporation and by-laws did not provide for compensation to any of the officers of the corporation. Conceding this to be the rule, which, under the peculiar allegations of plaintiff’s petition, we think must be true (Bank v. Elliott, 55 Iowa, 104; Brown v. Ice Co., 113 Iowa, 615; Carrothers v. Springs Co., 61 Iowa, 681), still we find that the trial court instructed in accord with defendant’s contention on this branch of the case, and told the jury, in effect, that plaintiff could not recover without showing his employment by defendant at a fixed salary for a definite time.
Some other rulings are complained of, but, as the questions presented are not likely to arise on a retrial, we do not consider them.
For the' errors pointed out, the judgment must be REVERSED.