Rodney v. Southern Railroad Ass'n

Daly, J. — [After stating the facts as above.]— It isurged by appellant that the case falls within the rule laid down in Long Island Ferry Co. v. Terbell (48 N. Y. 427), that “the salary allowed to an officer of a corporation is presumed to be for services to be performed by him as such. Where, therefore, with the assent and co-operation of such officer, all the property, business, and franchises of the corporation are sold, so that he has no further duty to perform, there is no basis in law or equity for a claim upon his part that the salary continues, and the contract as to salary will be deemed to be cancelled, although the corporation itself is not dissolved.” It will be seen that the case before the court was an extreme one, in which the officer had no duties whatever to perform; and the rule established is, in effect, “ no duties, no pay.” But this is inapplicable where there are duties performed for the company by the officer in virtue of his office, no matter how few or slight those duties may be, providing they are substantial, and not merely nominal or trifling. In considering the question whether salary runs with the office, and that question depends upon whether any duties are imposed upon and performed by the officer, we cannot distinguish between degrees of service or amount of work. The test is whether anything is left for the officer to do ; if there be, then we must hold that the presumption is that his salary continues; there is a basis both in law and equity for a claim, and it cannot • be deemed that the contract as to salary is cancelled. Judgment should be affirmed, with costs. Larremore, Ch. J., and Van Hoesen, J., concurred. Judgment affirmed, with costs.