Corporation, Officers and agents. Agency, Ratification. Contract, What constitutes, Implied. Practice, Civil, Exceptions, Amendment of verdict.
At the trial of an action against a corporation for alleged arrears of salary there was evidence tending to show that the treasurer of the corporation agreed to pay the plaintiff $50 per week for a year for services to the corporation, that the plaintiff performed the services for about six months, during the first three of which the treasurer was absent, and during five months received pay at the rate of $50 per week with the knowledge and consent of the defendant's officers, and the secretary of the corporation testified that thereafter, a dispute arising, at a meeting of the directors of the defendant "it was allowed" that the plaintiff was owed the amount that he claimed, "but we wanted to try and make the best settlement we could." Held, that a verdict for the plaintiff was warranted.
Where the declaration in an action of contract contains two counts alleged to be for the same cause of action, one upon a special agreement for a certain fixed amount, and the other upon a quantum meruit, an exception by the defendant to a refusal by the presiding judge to rule that on all the evidence the jury should find for the defendant on the special count will not be sustained, even although there were no evidence to support a verdict for the plaintiff on that count, if the jury return a general verdict in an amount less than the fixed sum claimed in that count, since it is apparent that the jury did not find for the plaintiff on the special count and that the defendant was not harmed by the refusal to rule.
At the trial of an action against a corporation upon a quantum meruit for bringing about the sale of some of the capital stock of the defendant, there was evidence that the treasurer of the defendant employed a broker to obtain a purchaser of capital stock, to whom a purchaser applied, that the broker requested some one connected with the defendant to take the matter up with the purchaser and that the treasurer asked the plaintiff to do so, stating to the plaintiff that he would be "well paid for it." The plaintiff did as requested, the sale was made, and the broker was paid a commission. There also was evidence that, a controversy arising as to whether the plaintiff should be paid anything, the matter was brought before the defendant's board of directors who left it to the secretary of the defendant "to settle," the secretary testifying that "it was allowed that we owed him this amount." Held, that there was evidence for the jury on the question of the defendant's liability.
The declaration in an action of contract against a corporation contained three counts, the first being for alleged arrears of salary, the second for a fixed amount alleged to be due as a commission for bringing about a sale of shares of capital stock of the defendant, and the third, alleged to be for the same cause of action as the second, being on a quantum meruit for bringing about the sale of the capital stock. At the trial there was evidence for the jury on the first and the third counts, but none on the second. The defendant asked for a ruling as to each count that on all the evidence the jury should find for the defendant. The rulings were refused. The jury found a general verdict for the plaintiff for an amount equal to the amount claimed in the first count with interest from the date of the writ, which was less than the amount claimed in the second count, and the defendant alleged exceptions. While the defendant's exceptions were pending, but before they were entered in this court, the plaintiff filed a motion, alleging that "the evidence at the trial would have warranted" the verdict which was rendered "on the first count, and upon no other," and asking that the verdict be entered on the first count and that on the second and third counts judgment be entered for the defendant. The motion was allowed, subject to an exception by the defendant. Held, that the exception must be overruled because the defendant was not harmed by the granting of the motion and justice did not require a new trial.
SHELDON, J.
1. There was evidence that the treasurer of the defendant agreed with the plaintiff to pay him the sum of $50 per week for the services which he was to render; that he rendered these services with the knowledge and consent of the defendant and its officers; and that he was paid at that rate for about five months. This warranted a finding that the treasurer's agreement had been either originally authorized or subsequently ratified by the corporation. And Chick, the defendant's secretary, testified that when the plaintiff's bill was presented at a meeting of the directors, "it was allowed he was owed this amount, but we wanted to try and make the best settlement we could." His further testimony, apparently on cross-examination, that all the directors thought "that they did not owe him anything," was to be weighed only in connection with what he formerly had said. Dunton v. Derby Desk Co. 186 Mass. 35.
2. It may be, though we should hesitate so to decide, that a verdict for the plaintiff on the second count was not warranted. There was to be sure nothing to indicate what the usual commission in such a case was. But this is not now material; for if the jury allowed him any commission it is evident from the amount of the verdict that the finding as to that must have been upon the third count.
3. Upon the third count the evidence was meagre, but there was something for the jury. Besides the plaintiff's testimony as to his agreement with the treasurer it could be found on Chick's testimony that this matter too was brought before the board of directors by Chick's memorandum on the plaintiff's bill for services, and was included in their approval, in spite of Chick's further testimony already stated.
4. Under these circumstances, the defendant was not harmed by the order made on the plaintiff's motion that the verdict should be entered on the first count, and that judgment should be entered for the defendant on the second and third counts. The averment in that motion, "that the evidence at the trial would have warranted that verdict on the first count, and upon no other," may be treated as meaning only that a verdict for that amount, being the sum claimed in the first count with interest from the date of the writ, must have been rendered upon that count alone. Whether or not this conclusion is an absolutely necessary one, it is yet manifest that a judgment upon the verdict as amended gives to the plaintiff exactly what the jury found and were warranted in finding to be due to him, and finally disposes of all the issues in the case. Computation shows that the verdict was for the amount claimed in the first count with interest to the date of the verdict; and therefore it is highly probable, if not practically certain, that the verdict was rendered upon the first count only. See Ashton v. Touhey, 131 Mass. 26; Commonwealth v. Delehan, 148 Mass. 254; Minot v. Boston, 201 Mass. 10, 13. Justice does not require a new trial.
Exceptions overruled.