Brown v. Creston Ice Co.

• Decision Date: 13 April 1901
• Citation: 85 N.W. 750,113 Iowa 615
• Parties: W. C. BROWN, Assignee of John Hall v. CRESTON ICE COMPANY, L. J. CAMP, Receiver, Appellant
• Court: Iowa Supreme Court

85 N.W. 750

113 Iowa 615

W. C. BROWN, Assignee of John Hall v. CRESTON ICE COMPANY, L. J. CAMP, Receiver, Appellant

Supreme Court of Iowa, Des Moines

April 13, 1901

Appeal from Union District Court.--HON. H. M. TOWNER, Judge.

THIS is a proceeding for the allowance of a claim filed with the receiver by John Hall. The sole contention before us is whether an item of $ 413.75 for services rendered by said Hall to the defendant company should be allowed. As to other items of the claim and of defendant's counterclaim there is no dispute. The case was referred to Hon. M. L. Tample as referee, who, after a most careful and thorough investigation, reported in favor of the plaintiff on this disputed item; and, defendant's objections to the report being overruled, judgment was rendered approving the report. Pending the case, Hall assigned his claim to plaintiff Brown. Defendant appeals.

Affirmed.

Sullivan & Sullivan for appellant.

Hugh M Fry for appellee.

OPINION

GIVEN C. J.

I.

The facts found by the referee are not disputed, and, in so far as they relate to the item in controversy, are substantially as follows: In 1883 the defendant company was incorporated with a capital stock of 1,000 shares of $ 25 each, 924 of which were issued; John Hall owning 10 and his wife, Ella, 422, of said shares. The business of the corporation was cutting, storing, and selling ice at Creston and maintaining a pleasure ground, and was conducted for a time successfully by a president, vice president, secretary treasurer, and superintendent, with John Hall as general manager at a fixed salary of $ 500 a year. After the services of a general manager were dispensed with, the business was unprofitable. About the first of the year 1892 dissension had grown up among the stockholders, and no attempt was made to carry on the business successfully. No one taking any interest in the business, Mr. Hall, as a stockholder and representing the stock of his wife, went actively to work to push the business of the corporation, devoting his time thereto, and doing a large and profitable business; the sales of ice amounting to $ 4,987, and the collections to about $ 4,050. The directors and stockholders accepted the results of his extraordinary labor, and applied the proceeds to the payment of debts of the corporation and to the declaring of a dividend, knowing all this time that John Hall expected and claimed compensation for his services. During 1893 Hall met with less success, the sales only amounting to between $ 600 and $ 700, of which about $ 582.40 was collected. The company's ice house burned late in 1893, and thereafter no business was done, except as necessary to protect the property of the company. Mr. Hall rendered a correct account of all his proceedings. The referee says: "I am much relieved in the matter of passing upon the amounts claimed to have been expended for the care of teams, hunting and caring for elk, etc., by the concessions made by counsel for the receiver, who say that all these amounts have been paid, concede that they were proper, and contest only the two items of account, one for $ 400 personal compensation for work done in 1892, and the other for $ 200 for personal compensation for work done in 1893." The referee reported as his conclusions of law as follows: "I conclude, under the well-settled principles of the law, that claimant can recover nothing for the performance of such duties as pertained to the offices he held in the corporation, to-wit, that of director and vice president, in the absence of a contract with the board of directors; but upon the state of facts found by me this question does not arise, for the labor performed by claimant was outside of the duties usually pertaining to such office. I take the case of Bank v. Elliott, 55 Iowa 104, 7 N.W. 470, approved in 61 Iowa 681,--Carruthers v. Mineral Springs Co., to be the rule, at least in Iowa that, when suit is brought on the quantum meruit by a person against a corporation...