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compensation for his services, rendered after election.1 And generally for services beyond their regular employment the president and directors of a company may recover a quantum meruit. But the value of such services must be well established upon the evidence. In a case recently decided in New

1 Grundy v. Pine Hill Coal Co., (Ky. 1888) 9 S. W. Rep. 414. In a New York case in point the president of a company had served for years without salary and had also advanced the company considerable sums of money which had not been repaid him, and it was held to be within the power of the directors to issue to him the shares of the company by way of payment for his services and in repayment of the advances. Reed v. Hayt, (1888) 109 N. Y. 659; s. c. 4 Ry. & Corp. L. J. 135, affirming s. c. 51 N. Y. Super. Ct. 121. So a reso lution of the board of directors of a private corporation reciting that the president's salary was fixed at a certain amount during the preceding year, is competent evidence of the fact; but it does not show a contract for a salary prior to that time. Smith v. Woodville Consolidated Silver Mining Co., (1885) 66 Cal. 398. In Jones v. Morrison, (1883) 31 Minn. 140, it was held that the vote of directors fixing the compensation of one of their number as an officer of the corporation is prima facie voidable at the election of a stockholder; and further that the directors can not pay for past services rendered at a fixed salary or under an agreement that they should be gratuitous. 2 Santa Clara Manuf. Assoc. v. Meredith, 49 Md. 389; s. c. 33 Am. Rep. 264; Cheeney v. Lafayette &c. R. Co., 68 Ill. 570; s. c. 18 Am. Rep. 584; s. c. 87 Ill. 446; Rockford &c. R. Co. v. Sage, 65 Ill. 328; s. c. 16 Am. Rep. 587; Citizens' National Bank v. Elliott, 55 Iowa, 104; s. c.

39 Am. Rep. 167; New Orleans &c. Packet Co. v. Brown, 36 La. Ann. 138; s. c. 51 Am. Rep. 5; Jackson v. New York Central R. Co., 2 Thomp. & C. 653; Shackelford v. New Orleans &c. R. Co., 37 Miss. 202; Gardner v. Butler, 30 N. J. Eq. 702, 721; Rogers v. Hastings &c. Ry. Co., 22 Minn. 25; Greensboro &c. Co. v. Stratton, (1889) 120 Ind. 294; Missouri River R. Co. v. Richards, 8 Kan. 101. Contra, Levisee v. Shreveport City R. R. Co., 27 La. Ann. 641; Pew v. Gloucester National Bank, 130 Mass. 391. But in a late case in New York it was held that a director who receives a salary as vice-president, can not, in the absence of a special agreement, recover compensation for services outside of his duties as director and vice-president. Gill v. New York Cab Co., (1888) 48 Hun, 524. Acc. Barril v. Calendar Insulating &c. Co., (1888) 50 Hun, 257.

3 The superintendent of a mining company testified that the services rendered by the president and secretary of the company outside of the performance of their duty as such officers were worth a certain sum, but it appeared that he resided at the mine, was seldom at the offices of the company, and did not know what services were rendered by the president and secretary. The only evidence as to the value of his own services was the fact that he was superintendent. And it was held that this evidence was insufficient to show that these officers had rendered services worth the sum stated, and that their charging the corporation there

York, it has been held that salary wrongfully voted and paid a president by the directors of a company may be recovered from those of them who voted to authorize it.1

§ 209. Of general managers and superintendents. The powers of general managers and superintendents are much similar to those of presidents of corporations. A corporation is liable on a contract within the scope of the corporate business, made by a superintendent and manager, appointed to do the general work and keep the books of the concern. An extreme case decides that one who expends money to promote the purposes of the corporation under the direction of a general manager invested with the entire control of the business of the corporation, and in accordance with a prevailing custom

with, by a resolution passed by their own votes, was fair and honest. Graves v. Mono Lake Hydraulic Min. Co., (Cal. 1890) 22 Pacif. Rep. 665.

1 The directors of a railway company voted without authority to pay their president a salary, and at a subsequent meeting assumed to authorize him to issue and negotiate the company's notes in payment thereof. Some of these notes passed into the hands of bona fide purchasers, and thereupon the company brought suit against its president and directors for the value of the notes issued. Upon these facts and because of the injury done by the apparent authority to negotiate, and thus to convert its void notes into valid obligations, and by the actual negotiation of some of them, the company can maintain an action against the directors who voted to confer the power, without any allegation of payment of the notes or of actual loss. Modifying 45 Hun, 590. ropolitan Ry. Co. v. Kneeland, (N. Y. 1890) 24 N. E. Rep. 381.

Met

2 Whitaker v. Kilroy, (1888) 70 Mich. 635. In Siemens Regenerative Gas-Lamp Co. v. Horstman, (Pa. 1889) 24 W. N. Cas. 396, the appellee

wishing to light his factory, applied to defendant company, and shortly afterwards received a proposition to furnish lamps. This proposition was written on the company's business paper, and signed "B., Gen'l Agent." B. placed the lamps in the factory, and, at appellee's request, furnished, on the same paper, a memorandum that, if the lamps were not satisfactory after a year's trial, "I will purchase them back at half price," signed, "B., Gen'l Agent." The price was paid by check to the company. B. was acting as sole manager and so advertised himself, using the company's wood-cut. A change was made afterwards, but no notice was given to the public. The company requested of appellee the privilege of inspecting the lamps. The lamps failing to work, appellee applied to the president, who promised to arrange the matter, but soon wrote, refusing to interfere, as it was B.'s contract. The evidence was held to be sufficient to justify a submission to the jury, and to sustain a finding that B. was authorized to make the stipulation for the return of part of the price.

recognized by the members, may recover therefor from the corporation, although express authority was not conferred by its trustees. But generally one who makes a special contract with the manager of a corporation is bound to take notice of limitations upon his authority. Thus a corporation is not liable for supplies furnished its superintendent without its authority, where it had previously adopted a by-law providing that "no debts shall be contracted by any officer or agent of the company, nor any obligation created imposing any liability on it, unless expressly authorized by a majority of all the members of the board of trustees present at any meeting of said board," even though the seller of the supplies had no actual notice of the by-law; and a general manager can not indorse the corporation's notes without authority,' though he may receive notes so as to make their delivery to him valid if by the direction of the acting president." The superintendent

1 Topeka Primary A. U. B. v. Martin, (1888) 39 Kan. 570.

2 Smith v. Co-operative Assoc., 12 Daly, 304.

ceived any value for or benefit from the indorsement. Middlesex County Dress Bank v. Hirsch Bros. Veneer Manuf'g Co., (1889) 4 N. Y. Supl. 385, annotated; s. c. 24 N. Y. St. Rep. 297.

3 Rathburn v. Snow, (1889) 22 N. Y. St. Rep. 227. Especially is it true that a corporation will not be liable when the supplies were furnished by the superintendent to be used in improving land owned by himself and others, of which the corporation never became the owner, and where the trustees were in a distant country, and had no knowledge of the transaction, and no express ratification is shown, though the corporation had agreed to take the land in exchange for stock when the land was developed, and had furnished the superintendent funds to be used in developing it. Rathburn v. Snow, (1889) 22 N. Y. St. Rep. 227.

4 In an action to charge a corporation as indorser of notes indorsed in its name by "L. Hirsch, Manager," a judgment against the corporation is unauthorized, in the absence of evidence of Hirsch's authority, or that the notes related to the corporation's business, or that it ever re

5 Thus in Whitaker v. Kilroy, (1888) 70 Mich. 635, notes were received by the general manager in the presence and by the direction of the president, who though informing the maker that the manager had no authority to collect money did not inform him in whom that authority was vested, and it was held that the delivery of the notes to the manager was under the circumstances sufficient to bind the company. And where the general manager of a corporation, who was authorized to collect its checks, etc., presented a check belonging to it to a bank for payment, and by mistake the bank overpaid him, it was held, that the corporation was liable for the amount of the over-payment without regard to whether the manager accounted to the corporation for the amount. Kansas Lumber Co. v. Central Bank, (1885) 34 Kan. 635.

may contract for the corporation in certain cases, and he may release from a contract he would have had the power to make. Conversely, the novation of a debt due from a corporation is within the authority of a general agent having power to pay its debts. Where the general manager enables the owner of a judgment to purchase effects of the corporation, at execution sale, for less than their actual value, he acts as the agent of the purchaser, and his acts do not bind the company.

§ 210. Authority of general managers to engage legal and medical services. When the general manager of a company retains a practicing attorney to attend to legal business for the corporation, it is liable for the services rendered, unless the attorney knew, or might have known by using ordinary diligence, that the manager had no authority to retain him. So a general manager and agent of a corporation must be presumed, prima facie at least, to have authority to direct the issue of a replevin writ, for the improper service of which the corporation is sued. The general or managing local agent of a foreign corporation, is not, however, an "officer" who may make the affidavit required upon an application for change of venue. A general manager and a police inspector, whose duty it was to proceed to the spot of an accident, have been held authorized to bind the company for medical services, hotel charges and such other necessary expenses of passengers injured in a railway accident. But where the general manager of a corporation sends a request to a physician

1 Where the president and vicepresident of a corporation instruct a person to deal with the superintendent, and the corporation receives the benefit of an oral agreement made by him for the corporation, it can not deny his authority to act. Morrell v. Long Island R. Co., (1888) 22 N. Y. St. Rep. 30.

2 Indianapolis Rolling-mill Co. v. St. Louis, Ft. S. & W. R. Co., (1887) 120 U. S. 256.

4 Welch v. Woodruff, (1889) 51 Hun, 637.

5 St. Louis &c. R. Co. v. Grove, (1888) 39 Kan. 731.

Frost v. Domestic Sewing Machine Co., (1882) 133 Mass. 563.

7 Wheeler & Wilson Manuf. Co. v. Lawson, (1883) 57 Wis. 400.

8 Langan v. Great Western Ry. Co., 30 L. T. N. S. 173; Walker v. Great Western Ry. Co., L. R. 2 Ex. 228; 36 L. J. Ex. 123; Browne &

Mulcrone v. American Lumber Theobald's Ry. Law, 108. Co., (1885) 55 Mich. 622.

by telegram, signed in the name of his company, to attend an employee wounded in a private brawl, he is acting beyond the scope of his authority, apparent and real, and the company is not liable to the physician.'

$211. Admissions and representations of general man agers. A superintendent's admissions of obligation do not necessarily bind the company. Thus the fact that a manager of a corporation employed a surveyor to run at a certain point a boundary line between the land of the corporation and that of an adjoining owner does not, in the absence of any evidence that the manager was authorized to establish the boundary, bind the company to acquiesce in the boundary thus established. But it has been held that a railroad superintendent may bind the company by issuing a circular, though no authority to do so has been granted him by the board of directors; such an act being within the scope of his general duties. And when in response to a letter sent to a railroad superintendent, the circular is received through the mail in an official envelope, addressed in the handwriting of the superintendent's secretary, the presumption is, in the absence of rebutting evidence, that it is an offer made by the superintendent on behalf of the company. The representations of the superintendent of a corporation that he has a quantity of rice stored with the company, together with a special receipt of the corporation signed by the superintendent acknowledging that it held the rice, will not bind the corporation; but

I Dale v. Donaldson Lumber Co., (1887) 48 Ark. 188.

2 The declarations of a superintendent of a company which has offered a reward for the arrest of certain persons, made after the arrest, and in acknowledgment of the obligation under the offer, are not admissible where no evidence appears to show his authority to bind the company by such admissions, and the authority is expressly denied. Blain v. Pacific Ex. Co., (1888) 69 Tex. 74.

3 Hartford Iron Min. Co. v. Cambria Min. Co., (Mich. 1890) 45 N. W. Rep. 351.

4 Central Railroad & Banking Co. v. Cheatham, (1888) 85 Ala. 292, holding also that such a circular, when headed with the names of two railroad companies and signed by their superintendent, is the contract of the companies, and not of the superintendent personally.

5 Central Railroad & Banking Co v. Cheatham, (1888) 85 Ala. 292.

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