Rockford, Rock Island & St. Louis R. R. v. Sage

Citations

• 65 Ill. 328

Syllabus

<p>1. Services—railroad director—law implies no promise of compensation. The law will not imply a promise on the part of railway companys to pay their directors as such; and before a director can recover for his services as such, it must appear that a by-law or a resolution had been adopted allowing such compensation. It will not be sufficient to prove that the matter of allowing compensation was talked over by the board when in session, where the records of the company fail to show any allowance.</p> <p>3. Where a by-law of a railway company provided that whenever any bill against the company should be certified as correct by a majority of the executive committee, the president or vice-president should draw an order on the treasurer for the amount thereof, and that the secretary should countersign the same, which order should constitute a proper voucher against the company; and a bill for the services of a director was indorsed, “ approved by the executive committee,” and signed by only two of the committee, which consisted of five members: 5<?M, that the bill was not properly audited in pursuance of the by-law, and afforded no evidence of an account stated.</p> <p>8. Same—director may recover for services rendered apart from llis duty as director. Where it is shown that a railway director rendered services and incurred expenses for the company, since its organization, apart from his duty as a director, he may recover for the same upon a quantum meruit.</p> <p>4. Corporation, railroad—liability for services performed and expenses incurred before organization. While it may be that a party rendering service and incurring expense for a proposed railway corporation, before its organization, maj1-recover upon an express promise of the company to pay for the same after its organization; yet, in the absence of such express promise, no promise to pay will be implied from the fact that the company, when organized, accepts and receives the benefit of the same, as it seems mo