hаving stated the* case as above reported, delivered the opinion of thе 'court.
The first instruction virtually took the case from the jury, although it appears that, оn a prayer by the defendant: to the *520 court to instruct the jury that- the plaintiff had offered no evidence legally sufficient to entitle him to recover, and that their verdict must bе for the defendant, the court refused to grant that prayer.
We think that under no circumstances could the plaintiff recover in this action, for the reason that the alleged contract was void as against public policy, and that -the first instruction to the jury wаs- correct. From the plaintiff’s own testimony it .appears that his only reliance wаs on the usé of the defendant’s influence as an officer of .'the Baltimore United Oil Company, and on his control over the stock in that company held by the Standard Oil Compаny. The plaintiff- says of the defendant: “Tie was to be president of the company, and I supposed he would remain there and continue me and keep me in the position as vice-president and general manager. - If he was to be president and hold five-sixths of the stock and continue to hold it, it was a surety , that I should rémain in the position.”
The аgreement alleged to have been made was one on the part of the dеfendant whereby he might be required to act contrary to the duty which, as an officer of the Baltimore United' Oil "Company, he owed to that company and to the stockholders other than the' plaintiff. The same rule which is applicable to the casе of a public office applies to the present case, although -it doеs not appear that the defendant was to receive direct personаl pecuniary compensation or gáin for' what he was to do. The plaintiff, on his own showing, dealt with the defendant in reference to the fiduciary relation which the latter bore to the stockholders, both of the Standard' Oil Company and- of the Baltimore United Oil Cоmpany. The agreement alleged was an agreement which bound the defendant -as to his future action as a director of the Baltimore United Oil Company, and an agreement to keep the plaintiff permanently in the position of vice-presidеnt of that company, irrespective of its interests. It amounted to a stipulation оn the part of the defendant that no contingency should happen which should require a change of management and a reduction of expenses.
*521
The principle involved is well settled in regard to public employments.
Mcguire
v.
Corwine,
We think this principle is equally applicable, on the ground of public policy, although there was not to bе any direct private gain to the defendant; for, as was said by the Circuit Court in this case, it was the right of the other stockholders in the Baltimore United Oil Company “to have the defеndant’s judgment, as an officer of the company, exercised with a sole regard tо the interests of the company.” A personal liability for damages on the part оf the defendant, in case the plaintiff should bo removed after an agreement оf the character alleged, was calculated to be a strong incentive tо the defendant to act contrary, to the true interests of the company and оf its other stockholders.
Bliss
v.
Matteson,
These views cover also the last instruction to the jury; and it beсomes unnecessary to examine the question raised as to the second instructiоn, which was to the effect that, as the alleged contract-was not in writing, the plaintiff could not recover upon it, because it was invalid under • the fifth clause of the fourth section of the statute of frauds of Maryland, as being an agreement not to be performed within the. space of one year from the making thereof; for, even though thаt might have been an erroneous instruction, it did no harm to the plaintiff, because he could not recover in any event.
Deery
v.
Cray,
Judgment affirmed.