Chandler v. President of Monmouth Bank

The opinion of the court was delivered at this term by Justice Drake. Drake, J. This action was brought by the plaintiff to recover, from the defendants, compensation for services rendered, as he alleges, as their agent, in making a contract for the construction of a steam-boat, and pledging his personal responsibility for the performance of the contract, on their part; for services rendered in superintending the construction of said boat, and in procuring fuel and other necessaries, for her use ; for interest, paid by him, on a loan of money procured for the defendants ; and for the rent of a wharf, at Shrewsbury, occupied by said steam-boat. All which claims arose while the plaintiff was one of the directors of said bank. These claims arose out of a peculiar provision of the charter, which authorized the company to erect a steam-boat ferry, between the town of Shrewsbury, in the county of Monmouth, and the city of New York; and to appropriate a part of their funds to the building, or purchase, of a steam-boat, or boats, and other property necessary and proper for a ferry establishment. In carrying into effect this provision of the charter, the board of directors appointed the plaintiff and two other persons, a committee to contract for a steam-boat, and to appoint, if they [260] thought proper, such agent, or agents, to superintend its building, as they deemed necessary. The committee proceeded to the city of New York, and contracted for the building of a suitable vessel, and constituted one Samuel C. Sutton their agent,, to superintend the building. In these proceedings the plaintiff took a more active part than the other members of the committee.. It appeared also that the plaintiff spent a considerable-portion of his tim'e in attending to the construction of the said, vessel, and in furnishing her afterwards, with fuel and otjfier necessaries at one end of her vo3rage. The charter contains a provision, that “ no director shall be-entitled to any emolument, unless the same shall have been allowed by the stockholders, at a general meeting.” And it was objected to the plaintiff’s action, that the services performed by him, were done as a director; and even if they exceeded what could be reasonably required of him in that capacity, they were volunteered, and should entitle him to no compensation. It was the intention of the legislature by inserting this clause-in the charter, to prevent the directors from taking compensation for the performance of their appropriate duties ; but its-sound construction does not require the exclusion of the individuals of the board from a just compensation for services of a different character, merely because they were rendered while they were directors. Services may be wanted requiring mechanical, or professional skill, as for instance, the engraving of the plates, the making of paper, &c. Should one of the directors be competent to perform this work, the charter was-never intended to prohibit his employment for that purpose. And again, services may be required, which although they might be performed by the whole board of directors, yet are to be transacted at distant places, or under circumstances which would make it extremely inconvenient for a body of men to attend to them, and where a proper discharge of their duties to' the company yould require of the director to constitute an agency. In such cases, I see no objection to their employing one of their own number as their agent. Indeed the nature of the business may often be such as would render this highly expedient. And if they slioüld do so, such agent may surely demand, and be paid, a reasonable compensation for his services. [261] Of this description, was the making of contracts for this steamTboat, and for her necessary sirpplies; and even the superintendance of her construction. These services might have been performed by the whole board, or by a committee, and yet it must be perceived that with respect to some of them, at least, they could be more properly attended to by one, or more, well qualified agents. The Circuit Court charged the jury, among other things, that the plaintiff could not lawfully recover compensation for Ms time or services, either in superintending the construction of the boat, or the supply of fuel, provisions, or necessaries for her, during the season of her conveying freight or passengers from Shrewsbury to the city of New York. Tliis direction to the jury Avas not correct, if there Aras, in fact, a contract of agency, express or implied, between the parties, under which valuable services of the above description had been performed by the plaintiff. And upon inspecting the e\'idence, as detailed in the state of the case, it appears to me, that there Avas some evidence of such contract, sufficient to have been submitted to the jury. Therefore, Avithout giving any opinion as to the Aveight of this evidence, or whether it should prevail Avith a jury, or not, I think that the rule'to shew cause should be made absolute, and a neAV trial granted.