Chabot & Richard Co. v. Chabot

• Citation: 109 Me. 403,84 A. 892
• Parties: CHABOT & RICHARD CO. v. CHABOT.
• Decision Date: 17 October 1912
• Court: Supreme Judicial Court of Maine (US)

84 A. 892

109 Me. 403

CHABOT & RICHARD CO.

v. CHABOT.

Supreme Judicial Court of Maine.

Oct. 17, 1912.

Exceptions from Supreme Judicial Court, Androscoggin County, at Law.

Action by Chabot & Richard Company against L. T. Chabot. Judgment for defendant, and plaintiff brings exceptions. Exceptions sustained.

Argued before SAVAGE, SPEAR, CORNISH, KING, and HALEY, JJ.

Newell & Skelton, of Lewiston, for plaintiff.

McGillicuddy & Morey, of Lewiston, for defendant.

SAVAGE, J. Action for money had and received to recover back divers sums of money which the plaintiff, a corporation, alleges that the defendant, who was at one time its treasurer, paid out of its treasury unlawfully and without any authority. The case was heard before the presiding justice, without a jury, with the right of exceptions. Judgment was ordered for the defendant, and the plaintiff excepted.

In such a case the findings of facts by the justice hearing the case, if there is any evidence to support them, are conclusive, and exceptions do not lie. Treat v. Gilmore, 49 Me. 34; Keen v. Jordan, 53 Me. 144; Shrimpton v. Pendexter, 88 Me. 556, 34 Atl. 417. On the contrary, if there is no evidence to support the findings of such facts as must necessarily have formed the basis of the judgment, or if one inference only can be drawn from the existing facts, and if that inference does not support the judgment, the finding is an erroneous decision of the legal conclusions to be drawn from the evidence, and is error in law, to correct which exceptions will lie. Morey v. Milliken, 86 Me. 464, 30 Atl. 102.

In this case the presiding justice made no specific findings of fact. But, inasmuch as he ordered judgment for the defendant, it must be assumed that he found for the defendant upon all issues of fact necessarily involved. And his decision thereon must be taken as conclusive and not open to exceptions if the evidence, with the legitimate inferences to which it is susceptible, viewed most favorably for the defendant, can support the judgment.

The record shows the following facts: In 1908 the defendant was president, treasurer, director, and general manager of the plaintiff corporation, which was then conducting a dry goods business in Lewiston. One Richard was clerk of the corporation, and was also clerk in the store and manager of one of the departments. In October of that year the defendant, without any formal vote of the corporation or of the directors, raised his own salary from $37.50 a week to $50, and the salary of Richard from $20 a week to $35. The defendant, as treasurer, paid the increased salary to himself and Richard from October 5, 1908, to January 7, 1911. The plaintiff in this suit seeks to recover back the increase, both that which the defendant received himself, and that which he paid to Richard.

It is doubtless true that the defendant, neither as president, nor as treasurer, nor as director, nor as manager, had any authority to fix his own salary, or to increase it. Camden Land Co. v. Lewis, 101 Me. 78, 63 Atl. 523. That power was vested in the directors as a board. But it was not necessary that the directors should exercise that power at a formal meeting, or by a formal vote, nor that the exercise of the power should be shown by record. It was sufficient for the defendant's purpose for him to show that the increase in salary was made in accordance with a mutual understanding of all the directors. Peirce v. Morse-Oliver Co., 94 Me. 409, 47 Atl. 914; York v. Mathis, 103 Me. 67, 68 Atl. 746. And such an understanding may be shown by conduct, as well as by evidence of specific agreement. In this case one of the directors, Langley, testified that he never agreed to the increase of salary, and that in fact he never heard anything about it until long afterwards. But this was disputed. The defendant testified that the increase was made with the consent, and even at the suggestion, of Langley. It is not shown how many directors there were, nor who they were, besides the defendant and Langley, nor whether the other directors assented, or not, to the increase. But no point is made by counsel as to the want of assent by other directors; and therefore we make none. Viewing the testimony of the defendant and the conduct of the parties as shown, we think that a finding that the defendant was authorized by the directors to increase his own salary is not open to attack.

So far as concerns the increased salary paid to...