Brophy v. American Brewing Co.

Per Curiam, The plaintiff and the other organizers of the corporation defendant, in order to conceal their connection with it, placed their stock in the names of persons who had no interest in it, but held it solely for them. The real owners of the stock had exclusive control of the affairs of the corporation. The plaintiff during the whole period for which he claimed compensation for services was an acting director and a member of the executive committee of the board of directors. He came therefore within the reason of the settled rule that a corporate officer cannot repover compensation for services rendered the corporation unless there was an express contract of employment before the services were performed. Whether the plaintiff had been employed as superintendent or manager, with all other questions of fact, was fairly submitted to the jury. The instruction that there could be no recovery on the basis of a quantum meruit for services rendered was right. The judgment is affirmed.