Lewin v. Proehl, 32980.

Citation300 N.W. 814,211 Minn. 256
Decision Date14 November 1941
Docket NumberNo. 32980.,32980.
PartiesLEWIN v. PROEHL.
CourtSupreme Court of Minnesota (US)

211 Minn. 256
300 N.W. 814

LEWIN
v.
PROEHL.

No. 32980.

Supreme Court of Minnesota.

Nov. 14, 1941.


Appeal from District Court, McLeod County; Albert H. Enersen, Judge.

Action by Fred C. Lewin against Henry E. Proehl, trustee of Proehl & Lewin, Incorporated, to recover for services. From an order denying the defendant's alternative motion for judgment or a new trial, the defendant appeals.

Order affirmed.

[300 N.W. 815]


Syllabus by the Court.

1. While a witness may not state his mere conclusion as to the meaning of a conversation from which a contract is claimed to have resulted, he is not held to verbal precision as condition precedent to admission of his testimony. Because he cannot reproduce the exact words, he is not forbidden to give any account of what was said; it is enough if he states the substance of it. The admissibility of such evidence rests largely in the discretion of the trial judge.

2. Admission of evidence on a collateral issue rests largely in the discretion of the trial judge.

3. Certain audits held admissible as admissions of defendant and of the corporation which he represents. They are records of the corporation, which was under the sole control of defendant.

4. Where stockholders of a corporation (in this case there were only three) over a long period have committed its business to the control and management of its president and general manager, there is evidence of his authority to act for the corporation in contracting for the rendition of services needed by it even though there is no formal action by stockholders or directors so authorizing. The authority so conferred, said to be implied from the facts, is really actual authority expressed by conduct.

5. It appearing that counsel might easily, by personal search of files open to them, have discovered a document now put forward as new evidence, it is held that, no personal search and inspection having been made, there is no error in denying the motion for new trial insofar as the motion was based on new evidence.


O'Hara & Sheran, of Glencoe, for appellant.

Herbert H. Hoar, of Glencoe, for respondent.


STONE, Justice.

In this action to recover for services rendered under contract the verdict was for plaintiff. Defendant appeals from the order denying his alternative motion for judgment or a new trial.

Defendant, as trustee, is liquidating Proehl & Lewin, Inc., which will be referred to as the corporation. For it plaintiff's services were rendered. The contract upon which he stands was made, if at all, by defendant as president and general manager of the corporation. The latter had been in business for some time before 1932. The corporation's only stockholders were plaintiff, defendant, and the latter's wife. Its business was that of merchandising, the principal lines being groceries and hardware. It never adopted by-laws. Nor have there been any meetings of its stockholders or directors; at least there were none until its decision to liquidate.

The evidence justifies the conclusion that, while plaintiff was secretary and treasurer of the corporation, his principal duty was as a clerk in the store. All along defendant was both president and general manager. The inference is reasonable, if not inescapable, that as such he was...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT