Chiles v. United States Furniture Manufacturing Co.

*575 Hoiie, J. Tbe cases on tbe subject very generally bold tbat an officer of a corporation, for services in tbe course and scope of bis official duties, can only recover wben compensation tberefor bas been authoritatively agreed upon in advance. It is not always required tbat a definite sum be fixed upon, but there must be a previous agreement for compensation existent or in some way expressed so as to bind tbe company. For such services there can be no recovery on a quantum meruit, as ordinarily understood and applied. Caho v. R. R., 147 N. C., 20, and authorities cited. There is a line of decisions to tbe effect tbat for services outside of an officer’s regular duties be may recover for their reasonable value, but, so far as examined, tbe better considered cases only recognize this position wben tbe services are rendered to tbe knowledge of tbe general officers of tbe company having a right to bind it by contract, or with tbe knowledge and approval of tbe directorate having such power, or of tbe stockholders wben in tbe exercise of tbe control and management of corporate affairs and wben tbe work is of a kind and under circumstances from which a promise and expectation of pay may be fairly inferred. Fitzgerald v. Fitzgerald, 137 U. S., 98; Martindale v. Wilson Case Co., 134 Pa. St., 348; Brown v. Ice Co., 113 Iowa, 615; Taussig v. R. R., 166 Mo., 28; Cooke on Corporations (6 Ed.), sec. 657. Tbe correct principle is very well stated in tbe Missouri case as follows : “Tbe rule applicable to such a case, to be deduced from tbe modern and best considered eases, is, we think, tbat a party, although a director or other officer of a corporation, may recover tbe reasonable value of necessary services rendered to a corporation, entirely outside of tbe line and scope of bis duties as such director or officer, performed at tbe instance of its officers, whose powers are of a general character, upon an implied promise to pay for such services, wben they were rendered under such circumstances as to raise a fair presumption tbat tbe parties intended and understood they were to be paid for or ought to have so intended and understood.” It is not required in tbe present case to say bow far and under what circumstances this limitation on tbe more general principle' shall be allowed to prevail in this State, for tbe reason tbat, in our opinion, there are facts in evidence from which an express promise to pay plaintiff can be reasonably inferred. Plaintiff, a witness in bis own behalf, among other things, testified: Tbat tbe corporation was organized with plaintiff, a Mr. G-ray, and Mr. Hoyt as stockholders; tbat plaintiff was made president, Mr. Gray vice president, and Mr. Hoyt secretary and treasurer; tbat at tbe meeting, in which all were present, it was decided tbat plaintiff should enter on tbe duties of salesman for tbe company and was to receive a minimum *576 salary of $6,000 per year or $500 per month, and a maximum of $13,000 per year; the first to prevail until witness, by his work, should demonstrate what he could do; that he entered on the performance of these duties on 1 January, 1907, and continued to work for the company until June or July, 1908; that his services were of great value to the company during that period, and, in further support of his claim that there was an express promise to pay, he showed the check books of the company, giving indication that he-was paid $500 per month for several of the months while he was at work. On this testimony, we are of opinion that the judgment of nonsuit is erroneous, and plaintiff is entitled to have his cause submitted to the jury. Reversed.