Berlin v. Cusachs

Citations

• 114 La. 744
• 38 So. 539
• 1905 La. LEXIS 534

Syllabus

<p>CORPORATIONS — AUTHORITY OJ? PRESIDENT-DISCHARGE OE EMPLOYÉ — DAMAGES.</p> <p>1. The authority of the subordinate agents of a corporation often depends upon the course of dealing which the company or its directors have sanctioned. It may be established sometimes without reference to the official record of the proceeding's of the board, by proof of tbe usages which the company has permitted to grow up in the business, and of the acquiescence of the board charged with the duty of supervising and controlling the company’s business. Parties dealing with the president of a corporation in the usual manner, and within the scope of the powers which the president has been accustomed to exercise without tbe assent of the directors, and not ultra vires of the corporation, would be entitled to assume that he had been actually invested with those powers.</p> <p>2. In order to warrant the discharge of the manager of a corporation, whose services had been employed for a fixed time and at a fixed price, before the expiration of the time agreed upon, there should exist grounds of complaint against him of a serious character; and, should a discharge be made without the existence of such serious grounds, the corporation will render itself liable to the discharged employe, as provided for in article 2749 of the Civil Code.</p> <p>3. It will not, however, be liable to him for remote, collateral damages arising from unjust or unauthorized inferences or conclusions adverse to him which the public may draw against him from the mere fact itself of the discharge. The corporation might be liable in damages if the discharge was accompanied by special features giving rise to an independent cause of action.</p> <p>(Syllabus by the Court.)</p>