Bagley v. Carthage, W. & S. H. R. Co.

• Decision Date: 11 December 1900
• Citation: 165 N.Y. 179,58 N.E. 895
• Court: New York Court of Appeals Court of Appeals
• Parties: BAGLEY v. CARTHAGE, W. & S. H. R. CO.

165 N.Y. 179

58 N.E. 895

BAGLEY

v.CARTHAGE, W. & S. H. R. CO.

Court of Appeals of New York.

Dec. 11, 1900.

Appeal from supreme court, appellate division, Fourth department.

Action by George A. Bagley against the Carthage, Watertown & Sackets Harbor Railroad Company. From a judgment in favor of plaintiff, and from an order denying a new trial affirmed by the appellate division (49 N. Y. Supp. 718), defendant appeals. Affirmed.

Henry Purcell, for appellant.

Watson M. Rogers, for respondent.

GRAY, J.

This action was commenced by the plaintiff to recover for services alleged to have been rendered by him to the defendant, and also for expenses incurred during their rendition. The plaintiff was a director and the president of the defendant between the years 1887 and 1894, and during that period of time he claims to have rendered services in certain controversies and litigations between or concerning the defendant and its lessees, and with reference to obtaining a loan of money for the purpose of refunding a certain mortgage indebtedness, and of thus preventing a foreclosure. He claimed that those services were outside his official duties, and that they were rendered at the special instance and request of the board of directors, and upon the understanding and promise that he should be compensated therefor. Much evidence was adduced upon the trial in behalf of both parties to the action, and, at the close, the trial judge submitted to the jury, specifically, the questions whether the plaintiff rendered any services outside his duties as director and president of the corporation, whether there was an agreement on the part of the directors to employ him to perform such services, and if they found that there was such employment, and that such services were rendered outside his duties as director and president, what was the fair value of such services. The defendant excepted to the submission of these questions, and, by exceptions to refusals to charge the jury, raised the question of the plaintiff's right to recover for the services, and as to whether there was any valid agreement to compensate him. The jury rendered a verdict for the plaintiff, awarding a sum by way of compensation and to cover the expenses which he had incurred, and the judgment upon that verdict has been unanimously affirmed by the appellate division of the supreme court in the Fourth department.

The disposition of the case below at the appellate division removes from our consideration all questions relating to the rendition by the plaintiff of any services outside his official duties, or to their having been rendered upon an employment by the directors and upon a promise of compensation. Such being the established facts, I know of no rule or principle of law which forbids the plaintiff from claiming and recovering compensation for the services which he had performed. It is true that he was not entitled by the defendant's by-laws to any salary for his official services, and that there was no express resolution containing an agreement to employ and to compensate him. But those facts are by no means conclusive upon the question. The fact that no salary was attached to the office...