Martindale v. Wilson-Cass Co.

Opinion, Mr. Justice McCollum : The plaintiff claims that in May, 1888, in consideration that he had rendered services for 'the defendant in and about its business, at its special instance and request, it agreed to pay him $1,000 on demand. The defendant is a corporation, and the plaintiff was at one time a director, and the president of it. The affidavits of defence allege that the plaintiff was duly elected president’of the defendant corporation on April 21, 1888, and that his salary was then fixed at $1,800 per annum; that on the 14th of May following he resigned the office of president, and that during his incumbency of it he attended but three meetings of the company; that the only services rendered by him to the company for which any compensation was agreed at any time to be paid were as president during the twenty-four days he held that office. The general rule on the subject of compensation to directors of a corporation is thus stated in 1 Morawetz on Corp., 2d ed., § 508: “ Directors are not entitled to any compensation for their official services, as directors, unless compensation is provided for by the charter or the by-laws adopted by the majority.” The decisions in Kilpatrick v. Bridge Co., 49 Pa. 118, and Loan Ass’n v. Stonemetz, 29 Pa. 534, recognize and enforce this rule. In Carr v. Coal Co., 25 Pa. 337, it was held that the secretary of a private corporation, at a fixed salary, [353] could not recover extra pay for services in that capacity, although the services were not anticipated at the time of his appointment, and were not enumerated in the charter or bylaws. The official services of a director or president of a private corporation are rendered in and about its business and at its request, but he cannot recover pay for such services unless an agreement for compensation preceded them. No presumption of such agreement arises from the services; it must be proven. The plaintiffs statement in this case fails to inform us what the services were for which he claims pay, or to allege that they were rendered on a promise of the corporation to pay for them. He relies on an agreement made after the services were performed; and this alone will not support the action, if the services for which he sues were rendered in his capacity as director or president. It may be that for services, as president, he can recover on the basis of the salary attached to that office; but a salary of #1,800 per annum would not yield #1,000 for twenty-four days of service. The statement of the plaintiff’s claim, and the affidavits of defence which answer it, taken together, show that the services for which he seeks to recover in this action were performed in his capacity as director or president of the defendant company. It follows, from what has been said, that it was error to enter judgment for want of a sufficient affidavit of defence. Whether a director or president of a private corporation, who is properly employed to perform services which do not pertain to his office, is entitled to such compensation as has been agreed upon, or as the services are reasonably worth, is a question on which we express no opinion, as it is not raised by this record; Judgment reversed, and procedendo awarded.