Van Slyke v. Andrews

• Decision Date: 16 July 1920
• Docket Number: No. 21668.,21668.
• Citation: 178 N.W. 959,146 Minn. 316
• Parties: VAN SLYKE v. ANDREWS et al.
• Court: Minnesota Supreme Court

146 Minn. 316

178 N.W. 959

VAN SLYKE

v.ANDREWS et al.

No. 21668.

Supreme Court of Minnesota.

July 16, 1920.

Appeal from District Court, Hennepin County; W. E. Hale, Judge.

Action by V. H. Van Slyke against James C. Andrews and others. Motion by defendants James C. Andrews and others for judgment on the pleadings granted, and plaintiff appeals. Affirmed.

Syllabus by the Court

A contract made by the directors of a national bank to elect a designated person as an officer of the bank and maintain him in such office for a specified time at a specified salary is void and no right of action can be founded thereon.

An appeal from a judgment brings before this court for review only the proceedings which resulted in the judgment.

No appeal having been taken from the order denying plaintiff's application to vacate the judgment and for leave to amend his complaint, that matter is not before this court for review. Daniel Carmichiel, of Minneapolis, for appellant.

Jay W. Crane, of Minneapolis, for respondents.

TAYLOR, C.

Plaintiff appeals from a judgment rendered against him on the pleadings.

On and prior to November 1, 1917, plaintiff was the president and one of the directors of the Metropolitan National Bank of the city of Minneapolis, and the defendants were the other directors of that bank.

The complaint sets forth that plaintiff made an agreement with the defendants to resign the office of president of the bank on November 1, 1917, and to sell his bank stock to the defendants, or any of them, for $130 per share, and that in consideration thereof the defendants agreed to buy one-half of his bank stock at $130 per share, to elect him chairman of the board of directors of the bank and maintain him in that office for a period of fourteen months from November 1, 1917, to cause the sum of $14,000 to be paid to him, or to his widow in case of his death, by and through the bank in monthly instalments of $1,000 each, and to secure the continuance and ratification of the agreement by the incoming board of directors to be elected at the annual stockholders' meeting in January, 1918. The complaint further sets forth that plaintiff resigned the office of president on November 1, 1917, in reliance on the agreement; that on the same date the defendants by resolution elected him chairman of the board of directors for the fourteen months ending December 31, 1918; that he served as such chairman until the annual meeting of the stockholders in January, 1918; that at such meeting the defendants failed and refused to reelect him a director of the bank; that thereafter they rescinded the resolution appointing him chairman of the board of directors and have prevented him from performing the duties of that office ever since January 15, 1918, although he has been ready, able, and willing to do so; and that they caused the sum of $2,500 to be paid to him under the agreement, but refuse to pay the balance of $11,500 due thereunder, or to cause the same to be paid. Judgment is demanded for the sum of $11,500 and interest.

The defendants Crane, Fertig, Norris, Rodearmel, Schober, Stacy, Steiner, Barton, Wyant, James C. Andrews, and Woodbury F. Andrews interposed a joint answer, and thereafter moved for judgment on the pleadings on the ground, among others, that the facts stated in the...