Dial v. Inland Logging Co.

Citations

• 52 Wash. 81
• 100 P. 157
• 1909 Wash. LEXIS 1078

Syllabus

<p>Corporations — Officers — Compensation — Contract for Services — Evidence—Sufficiency. It is sufficiently shown that the three directors of a company each owning one-third of the capital stock, were to devote their time to the company without other compensation than the anticipated profits, where it appears that there was no express contract to pay wages, and under the by-laws their duties were to be performed without payment other than for traveling expenses in the absence of a contract therefor, and plaintiff’s filing of a claim for a lien for wages, and assignment thereof for about one-half the face value, without any demand made on the company, shows his bad faith; since a director cannot recover for services upon an implied contract, unless the services were clearly outside of his ordinary duties and it was well understood they were to be paid for.</p> <p>Same — Contract—Definiteness. A statement by a director of a corporation that he always reckoned wages to be deducted before computing profits, is too indefinite to constitute a contract to pay compensation for the services of a director.</p> <p>Payment — Assignments—Compromise and Settlement. An assignment of a claim by a creditor to the debtor constitutes a settle-* ment and payment of the claim.</p> <p>Assignments — Notice to Debtor — Equities—Settlement. The assignment of a claim to a third person, without notice to the debtor, does not deprive the debtor of equities subsequently arising by reason of payment to or settlement with the debtor.</p> <p>Records — Assignments—Constructive Notice. There is no law authorizing the recording of an assignment of a claim, and the record thereof is not constructive notice to the debtor.</p>