Girard v. Case Bros. Cutlery Co.

Opinion by Mr. Justice Mestrezat, The learned trial judge pointed out in the charge the testimony which sustains the contract the plaintiff alleged was made with him by the promoters of the new corporation. It was sufficient if believed by the jury to establish the contract. The testimony it is true was contradictory, and even one of the plaintiff’s witnesses testified that the contract was to be performed by the Case Brothers and not by the new corporation, but without the testimony of this witness there was sufficient to go to the jury on the question whether the alleged parol contract was entered into by the promoters of the majority in interest of the stock of the new corporation and was to be performed by that corporation. Some of the witnesses on the . part of the defendant were not sufficiently clear in their testimony to warrant implicit confidence in their denial of the existence of the contract. On the whole, therefore, the jury were justified under the evidence in finding that the contract, as set up by the plaintiff, was made by him and the pro [333] moters of the new Corporation. This was the controlling question in the case and the jury have settled it by a verdict in favor of the plaintiff. The plaintiff is not seeking to contradict, or vary the written agreement entered into by the committees representing the two cutlery companies. In addition to his interest as a stockholder in the Kane Cutlery Company, the plaintiff had a valuable contract with that company. He sought to protect that contract by the parol contract with the promoters of the new corporation. This we think he had a right to do and that it contravenes no principle of public policy. It is manifest from the evidence that the Case Brothers who owned the New York Cutlery Company hold a majority of the stock of the new corporation. Their contract as promoters would be binding upon the present corporation unless it was renounced and disapproved by its directors: Bell’s Gap Railroad Co. v. Christy, 79 Pa. 54. There is no evidence in the case that the new corporation took any official action expressing its disapproval of the contract made between the plaintiff and the promoters. On the contrary, if the evidence of the plaintiff is believed he entered into the service of the new corporation in pursuance of his contract with the Case Brothers and continued in its service at the same salary which the Kane Cutlery Company had agreed to pay him. The judgment is affirmed.