Christy v. Laclede-Christy Clay Products Co

• Decision Date: 05 June 1923
• Docket Number: No. 17866.,17866.
• Citation: 253 S.W. 106
• Parties: CHRISTY v. LACLEDE-CHRISTY CLAY PRODUCTS CO.
• Court: Missouri Court of Appeals

253 S.W. 106

CHRISTY v. LACLEDE-CHRISTY CLAY PRODUCTS CO.

No. 17866.

St. Louis Court of Appeals. Missouri.

June 5, 1923.

Rehearing Denied June 22, 1923.

Appeal from St. Louis Circuit Court, Victor H. Falkenhainer, Judge.

"Not to be officially published."

Action by J. Le Beau Christy against the Laclede-Christy Clay Products Company, a corporation. Judgment for defendant, and plaintiff appeals. Affirmed.

T. J. Hoolan, of St. Louis, for appellant. McDonald & Just and Frank B. Coleman, all of St. Louis, for respondent.

NIPPER, C.

Plaintiff seeks to recover of defendant $3,999.96, which he alleges is due him, by virtue of a contract of employment with defendant, for services as assistant treasurer and assistant secretary of the defendant corporation, from March 1, 1920, to February 28, 1921.

On January 15, 1919, plaintiff was employed by the board of directors of the defendant corporation, of which board he was a member, to act as assistant secretary and assistant treasurer of the defendant company, at a salary of $333.33 a month. He continued to serve in this capacity until February 1, 1920. On January 21, 1920, at a directors' meeting of the defendant corporation, the offices of assistant secretary and assistant treasurer were abolished, or attempted to be abolished, by the following which appears from the minutes:

"On motion of Jesse McDonald, seconded by Richard D. Hatton, it was resolved to abolish the office of assistant secretary, A vote being taken, John L. Green, Jesse McDonald and Richard D. Hatton, voted aye; contrary, W. T. Christy and J. L. Christy. Walter D. Thompson not voting.

"On motion of Jesse McDonald, seconded by Richard D. Hatton, it was resolved to abolish the office of assistant treasurer. A vote being taken, John L. Green, Jesse McDonald and Richard Hatton voted aye; contrary, W. T. Christy and J. L. Christy. Walter D. Thompson not voting."

The board of directors consisted of six members, and was composed of the same persons on January 15, 1915, as on January 21, 1920, and such persons were Richard D. Hatton, John L. Green, Jesse McDonald, Wm. T. Christy, Walter D. Thompson, and J. Le Beau Christy, the plaintiff. All were present at the meeting on January 21, 1920.

The by-laws of the defendant provided that the officers of the company shall consist of a chairman of the board of directors, a president, a vice president, a secretary, and a treasurer, who shall be elected annually by the board, and continue in office until their successors are elected and qualified unless sooner removed; also that the board may from time to time appoint such other officers and agents as it may deem necessary for the proper transaction of the company's business, the officers to receive such compensation as the board of directors may from time to time determine. The offices of assistant secretary and assistant treasurer were created on June 27, 1907, and their tenure was to be subject to the pleasure of the board.

The by-laws of the corporation provided that all elections shall be by ballot, and a majority of the votes cast shall be necessary to elect any officers. Section 1 of article S provides as follows:

"Any officer of the company may be removed or suspended from office whenever the board of directors May deem it to the best interests of the company by the votes of at least two-thirds of the members of the board of directors cast in favor of such removal or suspension at any regular or special meeting of the board, and not otherwise."

Section 3 of article 5 of the by-laws of the defendant corporation provides further:

"A majority of the board of directors shall constitute a quorum for the transaction of business. Every decision of a majority of the directors duly assembled as the board of directors shall, unless otherwise provided by law or these by-laws, be valid as a corporate act. In the absence of a quorum at any regular or special meeting of the board of directors, the directors present may adjourn from day to day until a quorum is obtained."

The case was tried by the court without the aid of a jury, one having been waived, and judgment was rendered for defendant from which plaintiff appeals, and, as grounds for reversal, contends that the vote of three directors in favor of the resolution abolishing the offices which he held, two against it, and one not voting, was not sufficient to deprive him of the offices.

Plaintiff contends that he was not...