37 Miss. 202 (Miss. 1859), Shackelford v. New Orleans, Jackson, and Great Northern Railroad Company

Citation:37 Miss. 202
Opinion Judge:HARRIS, J.
Attorney:E. D. Frost, for plaintiff Lawson and Fearn, for plaintiff in error, T. C. Tupper, for defendant in error,
Judge Panel:HARRIS, J., HANDY, J.
Court:Supreme Court of Mississippi

Page 202

37 Miss. 202 (Miss. 1859)




Supreme Court of Mississippi

April, 1859

Error to the Circuit Court of Madison county. Hon. E. G. Henry, judge.

The defendants in error brought this action against the plaintiff in error to recover $ 1610, which they alleged that he had collected and received for their use.

The plaintiff in error (defendant below) relied, at the trial, upon a plea of payment. To support this plea; he introduced evidence to show, that during the years 1855 and 1856, he being then a director in plaintiffs' company, collected money for the plaintiffs; that he bought depot grounds for them; made contracts for the transportation of the iron and locomotives of the company over the Vicksburg and Jackson Railroad; that he settled differences between the contractors of the company and the proprietors of land on which the road was being constructed, and made satisfactory arrangements with said owners in relation to cattle guards, &c.; that he settled several complicated accounts with the agents and contractors of the company.

It was also shown that the Jackson and Canton Railroad Company had transferred their property to the defendant in error, and that it was a part of said contract of transfer, that defendants in error should issue certificates of their stock to the subscribers for stock in the Canton and Jackson Railroad Company, whenever their payments would make even shares, at $ 25 each; and defendants in error also bound themselves to complete the road from Canton to Jackson by 1st November, 1854, or forfeit certain valuable privileges secured by the contract of transfer. Defendant proved that he settled the stock accounts of many of the stockholders in the Canton and Jackson Railroad Company, and made collections from them to make even shares; and that on three occasions it was necessary to procure from the stockholders, in the Canton and Jackson Railroad Company, their written consent to an extension of the line for the completion of the road from Jackson to Canton; and that he acted at the request of defendants, and with others succeeded in procuring such consent. Defendant also showed resolutions of the board of directors, and letters from the president, of the plaintiff, authorizing and requesting him to do these things. He proved the value of these services to be about $ 2000.

The plaintiff then, in rebuttal, introduced W. Goodman, who testified that he was president of the Mississippi Central Railroad Company; that the president of a railroad company, being its executive officer, and having his whole time engaged about its business, received a salary; that the salary of the president of the Mississippi Central Railroad Company was at first $ 1000, then $ 1500, then $ 2000, and is now $ 3000 per annum; that the duties of a director of a railroad company was generally prescribed by its charter or by-laws; that he regarded directors as trustees for the stockholders, and that it was their duty to attend to the interest of the stockholders and the company generally; that a director had no power to act except at the meetings of the board, but could be authorized to perform certain acts by resolution of the board; that a director could act as a committee, but his acts must be submitted to the board for ratification; that every director should look after the interests of the company in his own locality, and also in any place where he might happen to be, and if he sees anything amiss in the conduct of the employees of the company, he should have it corrected; that a director cannot contract on behalf of the company, but could agree on terms of contract.

Witness also stated, that obtaining the assent of stockholders to an extension of time for the completion of the road; that the making or agreeing on a contract for the transportation of the company's iron; that the purchase of land for a depot; that the delivery of certificates of stock to stockholders in his own vicinity; that the settlement of difficulties between the owners of land on which the road was located, and the employees and contractors of the company, were all clearly within the duties of a director, and for which he should receive no pay; that there was an implied contract on the part of a director, when he accepted the office, that he would perform all the duties pertaining to his office without charging therefor; that receiving money for the company, and superintending its clerks while arranging books and stating accounts, were not duties of a director; that if extra official duties were required of a director he should be paid, but the amount of his compensation should be fixed at the time; that resolutions of the board frequently requested directors to perform certain services within the line of their duties as directors, as that was the only mode of giving them the authority to act separately.

Judgment reversed and cause remanded.

E. D. Frost, for plaintiff,...

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