Jorndt v. Reuter Hub & Spoke Co.

• Decision Date: 02 May 1905
• Citation: 112 Mo. App. 341,87 S.W. 29
• Court: Missouri Court of Appeals
• Parties: JORNDT v. REUTER HUB & SPOKE CO.

87 S.W. 29

112 Mo. App. 341.

JORNDT v. REUTER HUB & SPOKE CO.

St. Louis Court of Appeals. Missouri.

May 2, 1905.

CORPORATIONS — POWERS OF DIRECTORS — GIFT OF PROPERTY.

1. As a general rule, neither the executive officers nor directors of a corporation have a right to convert its assets, give them away, or make any self-serving disposition of them.

2. All the stockholders of a corporation may consent to the appropriation of an asset by an official, if the appropriation is not detrimental to creditors.

3. Where the officers of a corporation engaged in the manufacture of wagon spokes and hubs, with the knowledge of every one interested, were in the habit of taking their fuel from the property of the corporation, which custom had prevailed for a long time, the fuel would be regarded as additional compensation to their salaries.

Appeal from Circuit Court, Stoddard County; Jas. L. Fort, Judge.

Action by Albert Jorndt against the Reuter Hub & Spoke Company. From a judgment in favor of plaintiff, defendant appeals. Affirmed.

George Munger, for appellant. Mozley & Wommack, for respondent.

Opinion.

GOODE, J.

The defendant is an incorporated company engaged in the manufacture of wagon spokes and hubs at Dexter, in Stoddard county. Prior to the months of November and December, 1903, plaintiff was president and general manager of the company, at a fixed salary of $100 a month. He ceased to be general manager on the 8th day of December, 1903, and has sued for $130.75, as a balance due on salary. He was paid for his services, except for the month of November and the early part of December. The answer admitted plaintiff was president and general manager to December 1, 1903, at a salary of $100 a month, but said he ceased to be president on December 1st, because prior to that time he had sold all his stock in the corporation and turned over the management to E. C. and A. C. Mohrstadt, who were in fact in charge of the positions of president and general manager before the sale, wherefore it was averred plaintiff was not entitled to a salary after December 1st. The answer contains an allegation that plaintiff had been paid in full for services rendered before December 1st. Besides the above defenses, the answer sets up a counterclaim in which it is alleged that defendant, in the operation of its factory, has left faulty hubs, low-grade and cull spokes, and other material suitable for fuel, all of which has a market value; that during the months of October, November, and December, 1903, plaintiff hauled from the factory for fuel large quantities of low-grade spokes and other material, aggregating in value $192.25, for which sum the defendant prayed an affirmative judgment against the plaintiff. This matter was probably inadmissible as a counterclaim, being an alleged conversion not connected with the plaintiff's cause of action. But no such point was raised below, nor is it raised here. There was no testimony to sustain the defense that plaintiff had not performed the duties of president and general manager until December 8th, or that he had been paid in full to December 1st, as was averred in the answer. In support of the counterclaim, evidence was adduced tending to prove that plaintiff during the fall of 1903 had hauled away for fuel 15 or 20 loads of wood, consisting of cull spokes and other refuse articles, which had a value at the mill of from 60 cents to $1 a load. The plaintiff admitted that much himself. The bookkeeper testified that the quantity of stuff hauled away by the plaintiff amounted in value to about $190. But the uncontradicted testimony was that all the officers of the company got their fuel from the mill, and were never charged for it. The court instructed the jury that, if plaintiff caused fuel of value to be removed from the factory without paying for it, the verdict on the counterclaim should be in favor of the defendant for the reasonable value of the fuel at the time it...