Fraylor v. Sonora Mining Co.

Citations

• 17 Cal. 594

Syllabus

<p>In an action against a corporation by one of its members, upon an implied contract for the value of services as secretary, it is competent for the defendant to show that by the usage and custom of the corporation no compensation was chargeable for such services.</p> <p>If such usage existed, plaintiff's position as a member and officer of the corporation is sufficient prima facie to charge him with a knowledge of its existence; and the inference would be, that he accepted the office and performed its duties without expecting compensation.</p> <p>Where the Statute of Limitations of two years was pleaded to a suit upon an implied contract for services rendered as secretary to a corporation, and the Court below ruled that the statute did not apply, because the account was a “ mutual, open, and current'' account, and hence within the eighteenth section of the Act of 1850 (Wood’s Dig. 48): Held, that the Court erred; that to constitute such an account there must have been reciprocal demands between the parties, which was not the case here, the items of the account all being on one side.</p> <p>Where the items of an account are all on one side, the account is not mutual, and the Statute of Limitations is a bar to so much of the account as did not accrue within the period limited for the commencement of suit.</p>