Woodruff v. Wentworth

• Decision Date: 07 September 1882
• Citation: 133 Mass. 309
• Parties: Alonzo P. Woodruff v. Frederick B. Wentworth
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

133 Mass. 309

Alonzo P. Woodruff v. Frederick B. Wentworth

Supreme Court of Massachusetts

September 7, 1882

Argued March 2, 1881 [Syllabus Material] [Syllabus Material]

Suffolk. Contract. The declaration was as follows: "And the plaintiff says that the defendant, on or about the tenth day of October 1878, in consideration that the plaintiff would assent to the election of William H. Pray as manager of the American Carpet Lining Company, in the defendant's place, upon the sale by the defendant of his stock in said American Carpet Lining Company, a corporation duly established under the laws of this Commonwealth, whereof the plaintiff and the defendant were members, promised and agreed with the plaintiff to pay him the sum of $ 500 when certain bonuses were paid to the defendant by said company; and that thereupon the plaintiff gave his assent to said election, and said stock was sold, and said Pray was elected, and said bonuses were paid said defendant by said company and before the beginning of this suit; but that the defendant refused and still refuses, to pay the plaintiff said $ 500, or any part thereof, though often thereto requested." The answer contained a general denial; alleged that the agreement declared on, if proved, was void as against public policy; and set up want of consideration. Trial in the Superior Court, before Allen, J., who allowed a bill of exceptions, in substance as follows:

The plaintiff introduced evidence tending to show that, before and at the time of making the alleged agreement, the plaintiff and the defendant were stockholders in, and officers of, the American Carpet Lining Company, a corporation established under the laws of this Commonwealth, the plaintiff being clerk and the defendant manager. All the other stockholders of the corporation at that time were E. H. Bailey, who was the treasurer, and George W. Chipman, who was the president. The plaintiff and Bailey each held a sufficient number of shares to be able separately, under the by-laws of the corporation, to prevent the election of any officer thereof. A short time before the alleged promise was made by the defendant, he had agreed with one Pray to sell to Pray the chief part of his interest in the company, and one of the terms of the sale was that the defendant should resign as manager, and Pray should be elected manager in his place, with a salary of $ 3000. The defendant had considerable experience in the business carried on by the company, but Pray was comparatively inexperienced. The plaintiff believed his interests would suffer by the substitution of an inexperienced for an experienced manager, and refused to assent to the change unless he should receive some compensation therefor.

The plaintiff authorized Bailey, the treasurer of the company, to make a satisfactory arrangement with the defendant. Bailey was unwilling to assent to the resignation of the defendant as manager and the election of Pray in his place, unless the salaries of the officers of the company were increased. The salary of the manager was then $ 2500. Bailey made an arrangement with the defendant, and the plaintiff, in consequence thereof, voted for the election of Pray as manager. Bailey and Chipman, the other members of the corporation, knew at the time that the plaintiff voted for the election of Pray as manager in consequence of promises made to him by the defendant, and assented thereto. The alleged promise was not made by the defendant to the plaintiff personally, but was made to Bailey, the plaintiff's agent. Bailey testified for the plaintiff, among other things, that the defendant agreed to pay the plaintiff $ 500 if the plaintiff would vote for the election of Pray as manager in the place of the defendant, said payment to be made so soon as the company should pay the defendant certain bonuses, amounting to the sum of $ 10,000, which they had agreed to pay him; and that the plaintiff did so vote in consequence of this promise. Upon cross-examination, Bailey testified that a further consideration for the promise alleged to have been made by the defendant was, that the plaintiff should vote for the increase of the salaries of the president, treasurer, clerk and manager of the corporation; and that the plaintiff did vote for such increase of salaries, and the salaries were actually raised by said vote. Upon cross-examination, the defendant admitted that the bonuses sold to Pray had been settled for by the latter.

Bailey also testified, that the time when the bonuses owing to the defendant from the corporation were to be paid was largely dependent upon his discretion as treasurer; that the defendant assigned said bonuses to Pray; that the company paid Pray $ 4000 upon them in January 1879; that afterwards Pray asked him to procure a purchaser for the $ 6000 worth of bonuses remaining unpaid; that he, Bailey, procured his father to purchase the unpaid bonuses for $ 5000; that it was understood between him and his father that he should receive $ 1000 when the company paid the $ 6000 due upon the bonuses; that thereafter he, as treasurer of the company, did, on or before August 8, 1879, pay to his father the full amount due upon the bonuses, and received from the money so paid $ 1000 for his own use.

Pray was called as a witness by the defendant, and testified that he bought the bonuses of the defendant before the day the alleged promise was made, but that the written...