Bagaley v. Pittsb. etc. Iron Co.

Citations

• 146 Pa. 478
• 23 A. 837
• 1892 Pa. LEXIS 1252

Syllabus

<p>1. The action of the hoard of directors of a corporation, electing a president at a salary to be fixed afterward by the president and a stockholder, the two holding nearly all the capital stock, is such an exercise of the authority of the board as will support an express contract for the salary binding upon the corporation.</p> <p>2. To recover the amount of the salary, the plaintiff must show that it was afterwards fixed in pursuance of said reference, and subsequently adopted and ratified by the board of directors ; but such adoption and ratification may be inferred from acts done or permitted, and need not be proved by a recorded resolution.</p> <p>8. To entitle the president to recover for salaries he paid to other persons employed by him in the service of the company, it must be found that the employment and services rendered were known, adopted and ratified by the board of directors, but such action may be inferred in the same manner, and need not be proved by the minutes.</p>