Corinne Mill, Canal Stock Co v. Toponce

• Citation: 14 S.Ct. 632,152 U.S. 405,38 L.Ed. 493
• Decision Date: 19 March 1894
• Docket Number: No. 257,257
• Parties: CORINNE MILL, CANAL & STOCK CO. v. TOPONCE
• Court: United States Supreme Court

152 U.S. 405

14 S.Ct. 632

38 L.Ed. 493

CORINNE MILL, CANAL & STOCK CO.

v TOPONCE.

No. 257.

March 19, 1894.

This was an action by Alexander Toponce against the Corinne Mill, Canal & Stock Company to recover money. There was a verdict and judgment for plaintiff, which was affirmed by the territorial supreme court. 24 Pac. 534. To review this judgment, defendant sued out this writ of error.

The facts in this case are as follows: On June 9, 1888, the defendant in error, as plaintiff, commenced his action in the district court of the county of Weber, in the territory of Utah. His complaint consisted of five counts,—the first, for moneys paid out for the defendant; the second, for feeding and caring for certain stock of the defendant; the third, for his services as general manager of the defendant; the fourth and fifth, respectively, a claim for work and labor, and one for board alleged to have been due from defendant to Lea Owsley, and by him assigned to plaintiff.

The defendant answered, denying all but the claim in the fourth count of the complaint, and pleading also certain counterclaims. The case went to trial before a jury, which returned both a special and a general verdict, and on such verdicts judgment was rendered, March 19, 1889, in favor of the plaintiff, for the sum of $11,339.56. Subsequently, on July 12, 1890, this judgment was affirmed by the supreme court of the territory, and thereupon defendant sued out this writ of error.

C. W. Bennett and John A. Marshall, for plaintiff in error.

James N. Kimball, for defendant in error.

Mr. Justice BREWER, after stating the facts in the foregoing language, delivered the opinion of the court.

There are but two questions presented, and they grow out of the claim set forth in the third count of plaintiff's complaint. That claim is for the sum of $14,750 for services as general manager of the defendant corporation from January 1, 1883, to December 1, 1887. During all this time the plaintiff was a director and the vice president. It is conceded that there was no express contract or authority for compensation, and it is insisted that all that he did in behalf of the company was within the proper scope of his duties as an officer, or, if not, was done upon the understanding that such services were to be gratuitously rendered.

In the assignment of errors there is no complaint of the instructions of the court as to the law governing in such cases, but the contention is that the court did not, when requested, peremptorily instruct the jury to disregard that claim, and also that the jury erred in finding, as they did, that there was due to the plaintiff the sum of $9,538.40 for such services.

The court charged, in substance, that for services rendered in the discharge of his duties as vice president and director he could not recover; that, before recovery could be had, the jury must find that the services rendered 'were clearly outside of his duties as vice president and director, and that they were rendered under such circumstances as raises an implied promise to pay for the services on the part of the company.'

With reference to this question of fact it may be premised that the plaintiff and John W. Kerr owned substantially all the stock of the plaintiff corporation in about equal proportions; the other stockholders, who were also directors, apparently holding just enough stock to enable them to qualify as directors.

The charter was comprehensive in its terms, but the business which was actually carried on by the corporation was that of a ranch, stock, and mill. It had, part of the time, a ranch of 80,000 acres of land near Corinne, Utah, which, however, before the time of the trial, had been reduced by sales to some 60,000 acres. It also had some sheep in Wyoming. Now, the plaintiff testified in reference to the property in Utah as follows: 'I had charge of the entire business,—had charge of the land, sold and purchased the land, purchased horses and sold them, sold land, and done everything;' and on cross-examination, in reply to a question as to what his duties consisted in and what his labors were, he said: 'Well, knocking around, tending to the business of the company,—chasing fel- lows off the land, trying to guard the land, tending to the stock on the ranch, digging ditches, superintending putting up fences, all contracts, and so forth.'

Lea Owsley, who was foreman at the ranch, testified that the plaintiff was 'general manager of the business,' 'made all contracts or everything that came on the ranch,' 'collected the bills,' 'bought the feed, hay, and grain,' and 'had general charge of everything,—land, cattle, ranch, and everything.'

Neither the charter nor the by-laws of the corporation cast any special duties on the vice president or director. The vice president was only required to act in the absence of the president, and no special duties of management were in terms cast upon the president. It was provided that he preside at all meetings, sign all certificates of stock, contracts, checks, etc., 'and generally do and perform such other duties as are incidental to his office, and not in conflict with these by-laws and the articles of association.' No duty was cast on any individual...