Santa Clara Mining Ass'n v. Meredith

Grason, J., delivered the opinion of the Court. At the trial of this case in the Baltimore City Court the plaintiff offered three prayers, the two first of which were granted and the third was refused, and the defendant seven, all of which were rejected except the sixth, which was granted, and the judgment, being in favor of the plaintiff, the defendant appealed. The question presented by the prayers for our determination is, whether an officer of a corporation can recover for services rendered the corporation without an express contract of employment. We have carefully examined the authorities referred to by the counsel of the respective parties, and without in ⁴⁰⁰ this opinion entering upon a review of them in detail, we deem it sufficient merely to state the principles of law which they establish.

To entitle a president or director of a corporation to recover for services rendered his corporation, he must prove an express contract of employment, if the services for which he claims compensation are within the line and scope of his duties as president or •director. To this effect are nearly all the cases cited in the briefs, and this general principle is admitted by the counsel of the appellee to be correct. But if a president or director of a corporation renders services to his corporation which are not within the scope of, and are not required of him by, his duties as president, or director, but are such as are properly .to he performed by an agent, broker or attorney, he may recover compensation for such services upon an implied promise. See Angell & Ames, on Corporations, sec. 317, p. 316; Chandley vs. Monmouth Bank, 1 Green’s N. J, 260; Henry vs. Rutland and Burlington R. R. Co., 27 Vermont, 455; Hall vs. Vermont and Mass.

R. R. Co., 28 Vermont, 408; New York and New Haven R. R. Co. vs. Ketchum, 27 Conn., 181 ; Evans vs. City of Trenton, 4 Zubriskie, 769. Agency for.a corporation is not required to be shown by a resolution of the hoard of directors or other written evidence, but it may be inferred