McGowan v. Lincoln Park & Steamboat Consolidated Co.

Citations

• 181 Pa. 55
• 37 A. 1119
• 1897 Pa. LEXIS 504

Syllabus

<p>Corporations — Liability for action of board of directors — Compensation of the president.</p> <p>Where the directors of a corporation, on March 16, 1893, by resolution, voted “ that the salary of the President of this Company be fixed at $5,500 per year, salary to date from January !, 1891,” and the company thereafter constantly recognized its liability therefor, and the fact is undisputed that the salary prior to the date of the resolution was appropriated to the use of the company, according to an understanding of the president and directors had at the time the resolution was passed, the president will be entitled to recover from the company the salary which accrues subsequent to the date of the resolution.</p> <p>Corporations — Minutes of board of directors — Understanding of individual directors — Evidence.</p> <p>In a suit against a corporation the minutes of the board of directors are conclusive against it, and testimony is inadmissible on its behalf to prove that certain individual directors understood that the corporation was not to be bound by the resolution as written.</p>