Murray v. MacDougall & Southwick Co.

• Decision Date: 03 December 1915
• Docket Number: 12723.
• Court: Washington Supreme Court
• Parties: MURRAY v. MacDOUGALL & SOUTHWICK CO. et al.

153 P. 317

88 Wash. 358

MURRAY v. MacDOUGALL & SOUTHWICK CO. et al.

No. 12723.

Supreme Court of Washington

December 3, 1915

Department 1. Appeal from Superior Court, King County; J. T. Ronald Judge.

Action by James C. Murray against the MacDougall & Southwick Company and another. From a judgment of dismissal, plaintiff appeals. Affirmed.

Brightman Halverstadt & Tennant, of Seattle, for appellant.

Farrell Kane & Stratton, of Seattle, for respondents.

CHADWICK J.

In January, 1909, appellant entered into a contract with respondent company, a corporation, to act as its manager for a period of five years from February 1, 1909. The salary agreed upon was $5,000 per year, to be paid in monthly installments. It is alleged in the complaint that this contract was authorized by the board of trustees of the respondent, and by the unanimous vote of its stockholders. Appellant commenced his work as manager on the 1st day of February, 1909, and was discharged by the respondent on the 11th day of June, 1910. Appellant brought this action, alleging a breach of contract, and fixing as the amount of his damages the salary he would have earned if he had continued in the employ of the respondent until the end of the term. The court below sustained a demurrer to the complaint. Appellant refused to plead further, and a judgment for dismissal was entered.

We understand that it is conceded that the case falls within Llewellyn v. Aberdeen Brewing Co., 65 Wash. 319, 118 P. 30, Ann. Cas. 1913B, 667, and Hewson v. Peterman Mfg. Co., 76 Wash. 600, 136 P. 1158, 51 L. R. A. (N. S.) 398, unless overruled or distinguished, or unless the allegation that the contract was authorized by the trustees and by the unanimous vote of the stockholders takes it out of the rule. The cases referred to are decided squarely upon the statute, and we have no disposition to modify them. It is a primary rule of statutory construction that courts cannot overcome statutes not unlawful in themselves or violative of some provision of the Constitution to meet the equities of any particular case; the presumption being that the Legislature has passed the act advisedly and with reference to every possible condition that might arise under it.

It is contended, however, that the Llewelyn Case did not hold that a board of trustees of a corporation may discharge an employé at will; that the logic of that opinion rests in the suggestion of the writer of the opinion that, if the trustees were permitted to employ an agent or servant at will and for a term extending over their own terms of office, it might be detrimental to the interests of the stockholders, and thus force a condition from which the stockholders might obtain no relief by any lawful means or method, their primary right of government being limited to the right of selecting their own trustees. It is further contended that it does not deny, but leaves open for affirmation, a rule of substantive law which, if applicable, must control the case at bar; that is, if the statute was, as is indicated by some of the expressions in the opinion, passed for the benefit of the stockholders, it is a benefit that can be waived, and in the instant case it has been waived.

Whatever may have been said in the Llewellyn Case, we think nevertheless, that the case is controlled by the statute, and that it is not within our power to writ an exception into it. It is provided that a corporation, acting through its trustees, shall have power----

'to appoint such officers, agents and servants as the business of the corporation shall require, to define their powers and prescribe their duties and fix their compensation;

'5. To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will; except that no trustee shall be removed from office unless by a vote of two-thirds of the stockholders, as

...