Pew v. First Nat'l Bank of Gloucester

• Decision Date: 24 February 1881
• Citation: 130 Mass. 391
• Parties: William A. Pew v. First National Bank of Gloucester
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

130 Mass. 391

William A. Pew v. First National Bank of Gloucester

Supreme Court of Massachusetts

February 24, 1881

Argued November 5, 1880 [Syllabus Material] [Syllabus Material]

Essex. Contract upon an account annexed, the first item being "for services attending repairs, $ 300," and the second, "for six months' services to July 1, 1875, $ 750." Answer, a general denial as to the first item and, to the second, that only $ 200 were due, and a tender of that amount. Trial in the Superior Court, before Gardner, J who reported the case for the determination of this court, in substance as follows:

In 1872, the plaintiff was the president of the defendant bank with a salary of $ 400 a year. In that year, the defendant bought a building, and rebuilt and repaired it at an expense of about $ 20,000, intending to use a part for its banking-house, and to rent the rest, including stores underneath.

The directors, at a regular meeting, appointed the plaintiff, the cashier and one of the directors, a committee upon the alterations and repairs. While the work was going on, at a meeting of the board of directors, a complaint was made by one or more of the directors that no one was in charge of the work, overseeing it, and that, in the way the work was being carried on, the bank would lose, and that some one should look after it; there was no vote passed by the board appointing any one superintendent, or employing any one as such. The plaintiff asked his associates upon the committee if they, or either of them, would oversee and supervise the work, and they declined so to do because of other business. Thereupon the plaintiff, who was temporarily residing out of town for the summer months, moved into town with his family on August 21, and from that time until February 21 following, when the work was completed, devoted all his time to supervising the work, except what was needed as president of the bank. Twenty men were employed on the work, whose time he kept, and he also approved the bills. The services rendered were known to all the directors of the defendant; and it would have been necessary for the defendant to have employed a superintendent, if the plaintiff had not performed the services.

The plaintiff admitted that there was no vote of the board of directors entitling him to compensation, and that he was not entitled to compensation as president of the bank, or as a member of the committee appointed by the board of directors; but contended that if the services rendered were valuable, that if, unless done by him, it would have been necessary for the defendant to have employed some other person to perform them, and that if they were rendered under such circumstances as to make it fairly presumable that the defendant, allowing them to be rendered and receiving the benefit from them, expected, or ought to have expected, that they were to be paid for, then the plaintiff could recover what his services were fairly worth.

The judge, against the objection of the defendant, submitted the question to the jury, under full instructions not objected to; and they returned a verdict for the plaintiff.

As to the second item, the plaintiff offered evidence tending to show that he had acted as president of the defendant bank from its organization in 1864, by successive annual elections; that he had received an annual salary, at first of $ 200, and, since 1871, of $ 400; that, at the annual meeting in January 1875, he was elected a director, and, at a subsequent meeting of the directors, he was reelected president; that he at that time, before he was elected stated to the directors, at their meeting, that he should not serve any longer in the capacity of president at a salary of $ 400 a year, nor unless it was fixed at a much larger sum than he had been receiving, giving as a reason that it occupied his whole time, and he could not afford to do it; that he was elected president, said nothing, was sworn, and entered upon the duties of his office; that within a fortnight of that time he verbally resigned his office, at a meeting of the directors, stating as his reason that his salary had not been arranged; and his resignation was laid upon the table, and a president pro tem. elected; that he left the meeting, and, within a few days a committee of the directors had an interview with him, and subsequently reported to the board, at a meeting at which he was not present, on February 4, 1875, that the plaintiff would not withdraw his resignation (which had not been accepted), and consent to be the president, unless his salary was fixed at a sum of not less than $ 2000. It also appeared in evidence, that at this meeting of February 4, 1875, after the report of the committee was made, the board passed a vote fixing the president's salary at $ 400. The plaintiff testified that he never had any knowledge of this vote until after his final resignation in June, and had no knowledge of the vote of the board passed February 9. It was in evidence that both votes were upon the record-book of the directors, which was open to the inspection of the plaintiff from February to July, and that the several records of the meetings at which he presided were signed in the record-book by him. It appeared that at the next meeting of the board, February 9th, the record of February 4th was approved by vote; that one of the directors came to the plaintiff and requested him to return and attend the meeting, giving him certain assurances; that he acceded to this request, came into the meeting and took his ordinary place as president, saying as he did so, "At your request, and upon the assurance that...