Therrian v. General Laboratories, Inc., 57

• Decision Date: 06 April 1964
• Docket Number: No. 57,57
• Citation: 127 N.W.2d 319,372 Mich. 487
• Parties: Carl E. THERRIAN, Plaintiff and Appellee, v. GENERAL LABORATORIES, INC., a Michigan Corporation, Defendant and Appellant.
• Court: Michigan Supreme Court

Page 319

127 N.W.2d 319

372 Mich. 487

Carl E. THERRIAN, Plaintiff and Appellee, v. GENERAL LABORATORIES, INC., a Michigan Corporation Defendant and Appellant.

No. 57.

Supreme Court of Michigan.

April 6, 1964.

Charles A. Larnard, J., Muskegon, for plaintiff and appellee.

Seymour I. Rosenberg, Muskegon, for defendant and appellant.

Before the Entire Bench, except ADAMS, J.

SOURIS, Justice (for affirmance).

Plaintiff filed suit in assumpsit to recover from defendant General Laboratories, Inc. the difference between salaries defendant's board of directors authorized to be paid plaintiff over a period of years and the salaries actually received by him as an officer of defendant corporation. Plaintiff also sought to recover a loan which he allegedly made to defendant. The trial court sitting without a jury found that plaintiff was entitled to the difference between total salary authorized and salary received, reduced by the amount of certain bonuses and automobile allowances plaintiff received. He found, however, that plaintiff had not proved by a preponderance of the evidence that defendant was indebted to him on the alleged loan obligation. From the judgment entered against it, defendant has appealed, its motion for new trial having been denied.

Defendant first argues that, as a matter of law its corporate resolutions authorizing specified salaries to be paid plaintiff were not alone sufficient to create a contractual obligation upon it to pay such salaries. Whatever legal consequence a corporate board's resolution, considered alone, may have, is not realistically pertinent to the issue before us. This board's resolutions were known to plaintiff and were acted upon by him. When we consider not only the fact that the defendant's board authorized payment of specified salaries to plaintiff, but also the fact that plaintiff was fully advised thereof and the fact that he continued thereafter in defendant's employment, the trial judge was entitled to find that defendant was contractually bound to pay plaintiff at the salary levels fixed by the resolutions. In re Wood's Estate, 299 Mich. 635, 651, 1 N.W.2d 19. The fact that at the end of each fiscal year the corporate books did not indicate an accrual of the difference between plaintiff's authorized salary and that which he actually received is not alone sufficient to relieve defendant of its liability to plaintiff for the full amount of his authorized salary.

Defendant next argues that plaintiff waived any claim which he might have had for accrued salary. The trial judge found that plaintiff had not waived his rights, basing such finding upon testimony that at different times during his employment...