Saulsbury v. American Vulcanized Fibre Co.

Citations

• 28 Del. 182
• 5 Boyce 182
• 91 A. 536
• 1914 Del. LEXIS 25

Syllabus

<p>1. Evidence—Production of Written Instruments on Notice—■ Effect.</p> <p>Where a party gives notice to the adverse party to produce a writing at the trial, and the adverse party without objection produces it, and the party inspects it, it becomes, at common law, evidence without further proof.</p> <p>2. Evidence—Production of Written Instruments on Notice— Effect.</p> <p>The production of writings at the trial, pursuant to order of court under Rev. Code 1852, amended to 1893, p. 796, c. 107, § 13, as amended by 20 Del. Laws, c. 121, providing that in pending actions the court, on motion and due notice, may order a party to produce writings in his possession which contain evidence pertinent to the issue, merely makes available to the party applying for an order something that otherwise is beyond his reach; but to make the writing admissible he must prove it as though he had been in possession of it himself.</p> <p>3. Attorney and Client—Compensation—Contracts—Construction— “Retainer”.</p> <p>A resolution by the board of directors of a corporation, which recites that attorneys named shall be retained on behalf of the corporation, to represent it in negotiations and in the prosecution of claims, and which directs payment to the attorneys of a specified sum as retainer, and a subsequent resolution, which fixes as compensation a contingent fee based on the amount of recovery, are, when accepted by the attorneys, separate contracts, and the attorneys are entitled to both the retainer fee and to the specified percentage on the amount recovered, without deduction of the amount of the retainer; a “retainer” being the act of a client by which he engages an attorney to manage for him a cause in which he is a party, or otherwise generally to advise him as counsel.</p> <p>4. Evidence—Parol Evidence—Modifying Unambiguous Corporate Resolutions.</p> <p>Parol evidence is inadmissible to change the effect of an unambiguous resolution of the board of directors of a corporation.</p>