Rosborough v. Shasta River Canal Co.

Crocker, J. delivered the opinion of the Court—Norton, J. concurring. This is an action to recover for services rendered by the plaintiff as president of the Board of Trustees of the defendant, a corporar tion organized under the laws of this State. The plaintiff served in that capacity from the seventeenth day of April, 1857, to the [561] thirty-first day of January, 1862, having been elected from year to year for several terms. On the eighth day of November, 1859, the Board of Trustees of the company made the following order: “ Ordered, that the compensation of the President of the Board of Trustees be established at fifty dollars per month.” Previous to that time there was no order, resolution, or by-law, fixing his compensation. He brings this suit to recover for the whole period of time, both before and after the date of this order, at the rate of fifty dollars per month. The defendants, by their answer, denied generally all the allegations of the complaint, and set up the Statute of Limitations of two years to all the services rendered before the first day of October, 1859. The cause was tried by the Court, who found for the plaintiff for the whole time claimed, and judgment was rendered accordingly, from which the defendant appeals. The first objection urged is that the plaintiff was entitled to no compensation whatever for the services rendered prior to the date of the order; that no rate of compensation having been before that time fixed by the Board of Trustees, it is to be presumed that he rendered the services gratuitously, being a stockholder of the company, and that the terms of the order do not include prior services. The Court found that his services were worth the sum of fifty dollars per month during the whole time, and that it was the understanding and expectation of the plaintiff and the Board of Trustees before the order was made, that he was to receive a compensation for his services. The fact that the plaintiff was a stockholder of the company can make no difference as to his right to compensation. Stockholders, like all other persons laboring or rendering services for a corporation, are entitled to pay therefor ; and, if there is no special contract, the law will presume an implied contract to pay what the labor or services are reasonably worth. It seems to have been the expectation of both parties in this case that the plaintiff was to be paid for his services, but the amount was not fixed until the date of the order. This understanding and expectation, although not sufficient, perhaps, to amount to an agreement, still removes all presumption that the services were performed gratuitously, if such a presumption is proper in such cases. (Fraylor v. Sonora Mining [562] Co., 17 Cal. 594.) It matters not, therefore, whether the order covers past services or not; the plaintiff is entitled to recover therefor upon an implied contract to pay what the services were worth, which the Court has found to be the same as fixed by the order. But we think it clear that the order is sufficient as an agreement by the Board of Trustees to pay for the past as well as future services, at the rate of fifty dollars per month. Its terms do not limit it to future services. Even if the law would presume from the language used that it was the intention to apply only to the future, that presumption would be removed by the fact that it had previously been the understanding of both parties that he was to receive pay for past services. Such understanding, although not amounting to an agreement, is sufficient to remove a presumption of this kind. The next error assigned is, that a portion of the claim—that is, for the services rendered prior to two years before the commencement of the action—is barred by the Statute pf Limitations. The agreement for services in this case was of a continuous character. The plaintiff’s term of office was yearly, and the statute would only commence running from the expiration of each year’s term. (Angell on Lim. 112, Chap. 12, Sec. 6.) The suit was commenced October 9th, 1861, and his several terms of office prior to the order expired as follows : October 5th, 1857 ; October 13th, 1858, and November 8th, 1859—so that, independent of the order, he would be entitled to recover for services rendered from the thirteenth day of October, 1858; this would, however, bar the claim for services rendered from the commencement of his term of office, April 17th, 1857, to October 13th, 1858. We think it clear, however, that the order in this case is a contract in writing, within the Statute of Limitations, being, as we have shown, an agreement to pay for past as well as future services, and therefore the claim would not have been barred until after four years from the date of this order. The judgment is affirmed.