Macfarlane, J.
In December, 1891, the “Pulitzer Publishing Company,” one of the defendants herein, was incorporated under the laws of the State of Missouri, which provide for the organization of business corporations. The capital stock of the company is $1,000,000, divided into ten thousand shares of $100 each.
The principal property of this corporation consisted of a daily newspaper published in the city of St. Louis, known as the Post-Dispatch. This paper was established years before by Joseph Pulitzer, who at the time of the incorporation was practically the sole owner. [14]*14The said Pulitzer was an experienced and successful newspaper man, and under his management the Post-Dispatch and its good will had become very valuable property. This property was transferred to the corporation in payment for the capital stock. Of the stock Pulitzer gave to his wife eight hundred shares and to his brother-in-law, William L. Davis, four hundred shares.
By the articles of association it appears that eight shares were subscribed by Charles Gibson, one share by Daniel W. Wood and one share by Samuel Williams.
At the time of the organization of the corporation, Joseph Pulitzer was, and for a number of years prior thereto had been, residing in the city of New York, where he was engaged in the publication of a newspaper known as The World, of which he was also practically 'the owner.’
Prior to February, 1895, the plaintiff, Charles H. Jones, had made a reputation, in the south and west, as a capable and successful manager and editor of daily city newspapers. He had for a number of years edited a daily paper in St. Louis, and was well acquainted with the people of said city, and of the west generally, and was supposed to know their wants and demands in respect to the character and quality of such papers. At the date of the contract, which is the subject of this litigation, and for sometime prior thereto, plaintiff had been employed by Pulitzer as editor of the World.
After considerable negotiation between them, on the sixth day February, 1895, the following contract was entered"into and signed by Pulitzer and plaintiff:
“This agreement made this sixth day of February, in the year one thousand eight hundred and ninety-five, between Joseph Pulitzer, of the City, County and State of New York, party of the first part, and Charles [15]*15H. Jones, of the City of St. Louis, State of Missouri, party of the second part,
11 Witness eth: That for and in consideration of the sum of eighty thousand dollars in cash, and the performance by the party of the second part of the conditions hereinafter set forth, the party of the first part agrees to sell and deliver to the party of the second part, one thousand, six hundred and sixty-seven shares of the capital stock of the Pulitzer Publishing Company of St. Louis, Missouri, being one sixth of the total capital stock of said corporation.
“And, whereas, the party of the first part is induced to make this sale and enter into the covenants herein contained on the assurances of the party of the second part of his ability to fulfill the covenants and conditions and avoid the penalties hereinafter set forth.
“Now, therefore, it is agreed by and between the parties hereto, and made a part of the consideration for the sale of said one thousand, six hundred and sixty-seven shares of stock, that the party of the second part shall be appointed the editor and manager of the Post-Dispatch, a newspaper published in St. Louis, Mo., by the said Pulitzer Publishing Company, for the term of five years from the date hereof, at an annual salary of ten thousand dollars.
“And the party of the first part agrees to elect the party of the second part director and president of the Pulitzer Publishing Company aforesaid, and to give him control and management of s.aid newspaper', the Post-Dispatch, during the above mentioned period of five years:
“Provided, however, that such appointment and salary shall cease and determine if the party of the second part (shall, fail to properly perform the duties of editor and manager aforesaid or) shall at any time during said term accept or occupy any public or politi[16]*16cal office, elective or otherwise, or engage in any other business of any kind or description, it being covenanted ■by and between the parties hereto that the party of the second part shall devote all the time, ability and energy he possesses to the growth, prosperity and success of said St. Louis Post-Dispatch (and conduct the same with strictest integrity and economy).
“And it is further agreed, by and between the parties hereto, as a test of the ability of the party of the second part to properly manage and edit the said St. Louis Post-Dispatch, that such appointment and salary shall cease and determine in the event that the gross revenues of the Post-Dispatch, from advertising and circulation combined, shall during the year 1895, be less than the gross revenues from the same sources combined were for the year 1894.
“And it is further .agreed, by and between the parties hereto, that said appointment and salary shall cease and determine in the event that the net profits of the Post-Dispatch for the year 1896 shall be less than the net profits for the year 1893.
“And it is further agreed, by and between the parties hereto, their executors, administrators and assigns that in case of the death of the party of the second part, his resignation, failure of health or retirement or inability to perform the duties and labors of editor and manager of the Post-Dispatch at any time within three years from the date of the execution of this contract, the party of the first part shall have the option to repurchase 'for the sum of eighty thousand dollars, the herein mentioned one thousand, six hundred and sixty-' seven shares of the stock of the Pulitzer Publishing Company, which in such event the party of the second part agrees to sell and transfer to the party of the first part for the sum of eighty thousand dollars.
“And it is further agreed that in case of the death [17]*17of the party of the second part, or his resignation, failure of health, retirement or inability to perform the duties and labors of editor and manager of the St. Louis Post-Dispatch after the expiration of the aforesaid three years and within two years thereafter, the party of the first part shall have the like option to re-purchase the aforesaid one thousand, six hundred and sixty-seven shares of the stock of the Pulitzer Publishing Company, but in such case the price instead of being eighty thousand dollars shall be such sum as may be fixed as the value of said stock by arbitration. Each of the parties hereto, or their executors or administrators, shall name an arbitrator, and if the arbitrators shall differ in their appraisement, they shall name an umpire, and the decision of said umpire shall be final as to the value of said stock.
“The word ‘presidency’ in line 9, page 2, stricken out; the words ‘shall fail to properly perform the duties of editor and manager aforesaid or,’ between lines 10 and 11, page 2, inserted; the words ‘and conduct the same with strictest integrity and economy,’ end of line 17 and sub page 2, inserted; word ‘death,’ line 6, page 3, and word ‘death,’ line 18, page 3, substituted for words ‘default’ in both places before execution hereof.
“In witness whereof the parties hereto have set their hands and seals the day and year first above written.
“Joserh Pulitzer,
“Charles II. Jones.”
This contract was supplemented by a letter of the same date, from plaintiff to Pulitzer, as follows:
“Jekyl Island, G-a., Feb. 6, 1895.
“ Joseph Pulitzer, Esq.,
“My Dear Sir: — I have to say to you by this letter that I take the office of tlje Pulitzer Publishing [18]*18Company under the express agreement that I will agree to the adoption of a set of by-laws to be hereafter framed absolutely forbidding any officer of the company from signing notes or similar obligations of the company; that even contracts involving financial obligations must have the board’s approval.
“I further agree to take certificates of stock which shall contain written on their face the words, ‘This stock is held subject to the terms and conditions of agreements made of even date;’ with the understanding that at the expiration of five years new certificates not so indorsed shall be issued to me.
“Tours very truly,
“C. H. Jones.”
On the same day Pulitzer addressed this letter to Mr. Samuel Williams, who was then the editor of the Post-Dispatch:
“Jekyl Island, Ga., Feb. 6, 1895.
“Dear Mr. Williams: — I hereby appoint Colonel Charles H. Jones editor and manager of the St. Louis Post-Dispatch. Please notify the others.
“Faithfully yours,
“Joseph Pulitzer; Pres’t.”
Plaintiff reached St. Louis on the fourteenth of February, where he was, on that day, accompanied by Mr. Williams, introduced to the employees of the Post-Dispatch and duly installed as editor. Afterward, on March 16, a stockholders’ meeting was held, and Charles H. Jones (plaintiff), Samuel Williams, Florence D. White, Joseph Pulitzer, and S. S. Carvalho were unanimously elected directors. At this meeting the , entire stock of the corporation was voted.
At the date of this contract the stockholdings of the corporation were as follows:-
[19]*19Joseph Pulitzer...... 8,796 shares
Kate Davis Pulitzer . 800 shares
Wm. Leonard Davis.. 400 shares
Charles Gibson...... 1 share
D. W. Woods....... 1 share
F. D. White......... 1 share
Samuel Williams____ 1 share
At this time Joseph Pulitzer, Wm. L. Davis, Charles Gibson, Samuel Williams, and Florence D. White were directors. The officers were Joseph Pulitzer, president; Samuel Williams, vice-president; Charles Gibson, secretary.
The stock held by Williams, Gibson, and White was merely nominal, though White had a contract with Pulitzer for two hundred shares upon which about $9,000 had been paid.
Between the date of the contract and the election of directors, Pulitzer had given Carvalho one share of the stock in order to qualify him to act as director.
Plaintiff continued to act as president of the company, and as manager and editor of the Post-Dispatch until August 31,1895, when, after consultation between directors Pulitzer, Williams, and Carvalho, plaintiff was notified that the policy of the Post-Dispatch should be radically changed on the “silver question” and as to its course regarding the “Stone Democratic faction.” No reply having been received to this notice, and no change in the policy of the paper having been made, on the seventh day of September, 1895, a second notice was addressed to plaintiff which,* after reciting the demands previously made, proceeds: “It would be pleasanter and more agreeable if you pledge prompt and loyal compliance to make these changes at once. If, however, you do not pledge prompt and loyal compliance, a meeting of the board of directors will be called, when the matter will be laid before it, that it may immediately proceed to take action to protect the Post-[20]*20Dispatch from the danger and folly of its present management.”
Three days after the date of this letter plaintiff received the following notice:
“Col. Chas. H. Jones: — In accordance with request from majority of the board of directors — Messrs. ■Williams, Pulitzer, and Carvalho — you are hereby-notified that a special meeting of the Pulitzer Publishing Company is called for Saturday, September 21st, in the Post-Dispatch building, St. Louis, Mo., at 12 o’clock noon. .
“Yours,
“S. S. Carvalho.”
Upon receipt of this notice plaintiff commenced this suit against the corporation and the directors. Pulitzer was never served, nor dqes he appear. The petition alleged full and faithful compliance with the terms of the contract on the part of plaintiff, and charged that defendant corporation and its board of directors were threatening to interfere with his control and management of the Post-Dispatch, contrary to the terms of said contract, and concludes with the following averments and prayer:
“Plaintiff states that he has no adequate remedy by action for damages; that it is impossible to calculate or estimate the profits which will inure to him, during the coming five years, from his one-sixth interest in the paper, in view of the rapid and extraordinary increase in the business of the paper during the few months of plaintiff’s control. It is also impossible to calculate or estimate the increase in the value of said one sixth interest of plaintiff at the time of the expiration of said contract, which interest plaintiff was induced to purchase solely by reason of the control of the paper dui’ing said term, which was secured to him under the aforesaid agreement, and that it is now evident [21]*21that such interest will be largely increased in value before the expiration of said term, if plaintiff is not interfered with in the management and control of the paper.
“Wherefore plaintiff says that the acts and doings herein complained of are against equity and • good conscience, that defendant Pulitzer, under the cloak of .'the corporate' organization controlled by him and through his dependents therein, will not be permitted to repudiate the aforesaid agreements made and performed in good faith by plaintiff, and that plaintiff is entitled to have said agreement, with his rights of control and management of the Post-Dispatch specially enforced by the restraining orders of this court.
“Plaintiff therefore prays that said agreement of February 6, 1895, hereinbefore set out, and his appointment as editor and manager of the Post-Dispatch be held valid and binding upon the defendant, the Pulitzer Publishing Company, and the individual defendants herein, directors thereof, and that said defendants Pulitzer, Williams, White and Carvalho, and each of them, and said Pulitzer Publishing Company, and the servants, agents and employes of them, and each of them, be restrained and enjoined by orders of this court from interfering with plaintiff’s control and management of the Post-Dispatch, or with his control over the columns or policy of the paper during the term of said contract, and that a temporary injunction be granted pending the hearing of this cause, — and for further relief.”
A temporary injunction was granted by Judge Wood and upon final hearing before Judge Valliant, the injunction' was made perpetual. The important portion,, of the decree is as follows:
“That the defendants, Samuel Williams, Florence D. White, S. S. Carvalho and the Pulitzer Publishing Company, and the servants, agents and employes of [22]*22.them, and each of them, be and are hereby restrained | and enjoined from interfering with the plaintiff’s con- ,• trol and management of the St. Louis Post-Dispatch I and from, in any manner, hindering or impeding him in his duties as editor and manager of said newspaper during the period ending five years from the 6th day of February, 1895, under terms of the contract of February 6, 1895, set forth in the petition herein, or with plaintiff’s control over the editorial policy of said newspaper, or with the performance of his duties as 'editor and manager under said contract, including the ..employment, direction or dismissal by him as editor and manager of said newspaper, of any of the subordinates or employes connected with the editorial, news or ¡business departments of said newspaper, provided, however, that if the net profits of said Post-Dispatch newspaper, under the plaintiff’s management, without hindrance or interference by defendants, or either of them or of Joseph Pulitzer, for the year 1896 be less than the net profits of the said newspaper were for the year 1893, or, if at any time during the period ending five years from February 6, 1895, the plaintiff fails to properly perform his duties as editor and manager aforesaid, or accept or occupy any political or public office, elective or otherwise, or engage in any other business, this injunction shall thereby be dissolved; and for the purpose of more certainly carrying into effect this decree, and to preserve the property and rights of the parties to be affected by it, the court reserves the power to appoint a receiver at any time hereafter, to take possession of the property and earnings of said Pulitzer Publishing Company, and administer the same as the court may direct, and until this decree be fully executed; and defendant Joseph Pulitzer not having been served with process herein, and no appearance having been entered on his behalf, the cause is as to him dismissed; and it [23]*23is further ordered that the plaintiff recover of the defendants Samuel Williams, Florence D.-White, S. S. Carvalho and the Pulitzer Publishing Company, his costs and charges in this behalf expended, and that execution issue therefor.”
From this' decree the defendants appealed. Any additional facts, deemed necessary to a full understanding of the case, will be stated in the opinion.
I. The first objection, urged by defendant, to the finding and judgment of the trial court is, that the contract was a personal one between plaintiff and Pulitzer, and is not binding on the corporation.
Assuming that Pulitzer had the power to bind the corporation, it sufficiently' appears from the contract itself, from what was done under it, and from all the circumstances connected with the transaction, that he intended to bind the company, and that plaintiff supposed he was dealing with Pulitzer as one who had authority to act for the corporation. The parties who signed the contract unquestionably intended that the corporation should be bound. It can always be shown, in case of natural persons, that one who signed a contract, such as this, in his own name, did so as agent for another. Where authority exists the question is one of intention. The same doctrine is applicable to corporations. Melledge v. Boston Iron Company, 5 Cush. 173; A. P. Trust Co. v. Taylor Mfg. Co., 46 Fed. Rep. 152; Sparks v. Dispatch Co., 104 Mo. 547.
It was not necessary, therefore, that the authority, of Pulitzer should have been recited in the contract, or that the corporate name should have been signed to it, or that the official designation of Pulitzer should have been added to his signature.
II. The question then is, did Pulitzer have authority from the corporation to make the agreement, or was it afterward adopted and ratified by the cor[24]*24poration? In this inquiry we must assume that the contract is one the corporation had the power to make.
- -" It may be said here that authority will not be implied from the mere fact that Pulitzer owned a large majority of the stock, and had thereby power to select "and control the board of directors. Ño stockholder, whatever his interests, can, without authority from the corporation, bind it by contract, however simple. Corporations must act through boards of directors or by their authorized officers and agents. Stockholders, as such, have no implied power to represent the corporation, though, of course, they may be appointed agents, and their voluntary acts may be adopted and ratified and thereby become the acts of the corporation, Cook on Stockholders, sec. 709; Hill v. Coal Mining Co., 119 Mo. 9; Pullman Co. v. Railroad, 115 U. S. 587.
—This is the general rule, though corporations have been made to answer for the unlawful and fraudulent use made by the stockholders of their stock. Corporate existence may also be ignored in order to circumvent the fraudulent purposes of the shareholders in its organization. But with the few exceptions made by courts of equity, for the purpose of working out the rights and equities of the real parties in interest, corporations can only act through their directors. We are aware of no case in which the performance of a contract, made by a stockholder, without authority or adoption, has been enforced against the corporation.
III. If the contract then was binding on the corporation when first' made it was because Pulitzer was authorized to make it. If he had no authority from the corporation then it was his personal contract, and plaintiff: must look to him alone for redress.
Counsel'argue, with much force, that the directors had no power to delegate to an executive officer, the authority to place its property and business finder the [25]*25absolute control of a third party, and thereby to divest themselves of the duties which the law has imposed upon/them.
/it is true the statutes of Missouri require that the property and business of a corporation, such as thisv one, shall be controlled and managed by directors, but it also authorizes them “to appoint such subordinate officers and agents as the business of the corporation may require.” R. S. 1889, sec. 2508.
A corporation may be described as being an artificial being, existing only in contemplation of law; a legal entity, a fictitious person, vested by law with the capacity of taking and granting property and transacting business as an individual. It is composed of a number of individuals authorized to act as if they were one person. The individual' stockholders are the constituent or component parts, through whose intelligence, judgment and discretion the corporation acts. The affairs of a corporation can not, in many cases, be conveniently conducted and managed by the stockholders, for they are often numerous and widely separated. Yet they, in reality, compose the body corporate. “It is their acts, when done in the manner prescribed in the constitution of the corporation, that are, properly speaking, acts of the corporation.”’ Taylor on Corp., sec. 50; Morawetz on Corp., sec. 1.
At common law the power to have a board of directors was inherent in the corporation. The statute of Missouri requiring the business and property of' a corporation to be managed and controlled by directors, is but an affirmance of the common law power. So likewise the directors have the power, without statutory authority, to delegate to officers, agents or executive committees the power to transact, not only ordinary and routine business, but business requiring the highest-degree of judgment and discretion. . Thus authority to [26]*26manage the business of railroad corporations, insurance companies, banking institutions and other corporations having large and complicated business interests, is, usually, delegated by the directors to agents, often, but not necessarily, officers of the corporation. These agents, or managing officers, have incidental power to employ all assistants and to do all acts necessary to properly conduct the business over which they are given charge. Formal action of the board of directors is not necessary in order to confer the authority.
The power expressly given by statute to the board of directors “to appoint such subordinate officers and agents as the business of the corporation may require,” does not limit or diminish the common law power to delegate authority. The directors represent the impersonal corporation completely, in the business it is ■authorized to transact, and have the power to do, or cáuse to be done, whatever they as individuals could do if the business were their own. They act as the corporation itself, as well as under a delegated authority from it. Beach on Priv. Corp., sec. 227. The power of directors to delegate authority to officers and agents has been recognized by this court in many cases. Bank v. Gilstrap, 45 Mo. 419; Sparks v. Dispatch Co., 104 Mo. 531; Moor v. Gaus & Sons Mfg. Co., 113 Mo. 106; First Natl. Bank v. N. Mo. Co., 86 Mo. 125.
“If directors, or other corporate agents, do an act which is not beyond the scope of the corporate powers, the question whether the act is binding on the corporation and all persons interested in the corporate enterprise may be usually solved by the ordinary rules of agency.” Taylor on Corp., sec. 193; Hatch v. Coddington, 95 U. S. 48; Railroad v. Dixon, 114 N. Y. 85.
It is said by Gantt, J., in Gaus & Sons Mfg. Co., supra: “The power of an agent or officer of a corporation to bind his principal is governed by the law of [27]*27agency, and where an officer has been permitted to manage all the business of a corporation, his authority to bind it will be implied from the apparent power thus conferred upon him.”
The president of a corporation is its executive officer. Within the scope of his duties, as the head of the corporation, he has the power to act without direct authority of the directors. Indeed it has been held that “the president being the legal head of the body, when an act is performed by him, the presumption will be indulged that the act is legally done, and is binding upon the body.” Smith v. Smith, 62 Ill. 493.
^However that may be, “there can be no doubt,” says Morawetz, “that the board of directors may invest the president with authority to act as chief executive officer of the company. This may be done either by an express resolution, or by acquiescence in a course of dealing. A person dealing with the president of a corporation in the usual manner, and within the powers which the president has been accustomed to exercise without the dissent of the directors, would be entitled to assume that the president had actually been invested with those powers.” Morawetz on Corp., sec. 538.
This corporation was organized for pecuniary profit and gain. For the purposes contemplated the entire business and property may be entrusted to certain officers and agents with authority to manage and control the same. Certain acts, which do not pertain to the business, must be performed by the Stockholders or directors, such as increasing the capital stock, declaring dividends, etc.
Entrusting the president with the management of the entire business is not the delegation of corporate rights and powers, but is a mere authorization of the president to perform, for and in the name of the corporation, the business it is authorized to transact.
[28]*28IV. One who reads the record in this case can not, for a moment, doubt that Pulitzer had all the authority the stockholders and directors could confer upon him. He established, owned, and managed the Post-Dispatch years before the present corporation was organized. Employees of Pulitzer, who worked on the Post-Dispatch, had, on account of their fidelity and capacity, been advanced and promoted to honorable and responsible positions. These were given nominal interests, and were made directors. At the organization Pulitzer subscribed for eight thousand, seven hundred and ninety shares, and gave to his wife eight hundred shares and to his ’brother-in-law four hundred shares, Gibson three shares, Samuel Williams one share, «and David W. Wood one share. By the articles of association Pulitzer was made president and his brother-in-law Davis secretary. Williams and Gibson were also made directors. No regular election of officers occurred afterward until April, 1894, at which the same directors and officers were elected, except that White, also an employee, was elected director in place of Gibson.
A certificate of incorporation was issued December 28, 1891. About the first of January, 1892, a stockholders’ meeting was held, ,at which by-laws,, were adopted by a unanimous vote of all the stock.
The first and second of these provided:
“The president and board of directors shall govern the company, and when acting with the consent of a majority in interest and numbers of the stockholders, shall have supreme control and power over all its affairs, business, and property; and may regulate or dispose the same as they see fit. They shall have full power to make all contracts, and generally carry on all the business of the company, or any newspaper published by it. They shall appoint all officers and agents [29]*29of the company, either directly or through the president, and fix the salaries of the same.
“The executive power of the company is vested in the president, hut in his absence, refusal, or inability to act he may authorize in writing the vice-president to act in his place.”
The board of directors met on the thirteenth day' of January, 1892, when the president was expressly authorized to carry out and complete the purchase of all the property of the 11 Dispatch Publishing Company.” Por this property the shareholders’ received stock in the present company, by which the entire capital stock was paid. So Pulitzer, as president, was authorized to buy from himself as stockholder, the property of the Dispatch Publishing Company. Prom that day to the eleventh of July, 1894, there were only three meetings of the directors. At two of these officers were elected, and at the third the secretary was given power to receive and receipt for money.
An analysis of the by-laws shows the absolute control Pulitzer reserved over the board of directors. Though himself and the two employees on the Post-Dispatch composed a majority of the board, and though these two directors were his most trusted friends, yet the power of the directors could be paralyzed at the will of the majority in interest of the stockholders which he represented. The executive power of the company was vested in him, and even in his absence, refusal or inability to act, his written authority was necessary in order for- the vice president to act in his place. He is given- power to appoint all officers and agents of the company, and “to fix the salaries of the same.”
Pulitzer admits, in his deposition, that he told Jones in effect that independent boards of directors [30]*30were “meddlesome,” and that a majority of the stock carried with it a “boss-ship.”
In reading the voluminous evidence in this record we fail to find a single instance in which the will of the president was disregarded by the board of 'directors. Indeed the record of the board shows but one act was done relating to the business of the company or the duty of its officers from January, 1892, to August, 1894. The business of the corporation was conducted precisely as though it had been the private business of Pulitzer. The ingenious wording of the by-laws placed it out of the power of the directors to be “meddlesome” or to interfere with Pulitzer’s “boss-ship.”
And he used his power though always protesting his annoyance and desire to be relieved of it. He appointed or dictated the appointment of all the principal agents and employes, and fixed their salaries; he directed the policy and management of the paper; he drew out the earnings at will before dividends were declared, speaks of the paper as “my paper,” and treats every one connected with it as his employees. ¡Thus by the unamious voice of the stockholders he I was given absolute and unlimited control over the i affairs 'of the corporation and the authority was ac- ) quiesced in by the directors.
With this governing power over the business of ■ the corporation, which, the evidence shows, was known to plaintiff, the contract was made. It is not at all remarkable that plaintiff should have negotiated directly with him, instead of the directors, who never interfered or meddled.
After the negotiations had been concluded, and the contract signed, Pulitzer gave plaintiff the following note addressed to Williams, who was then editor of the Post-Dispatch and a director in the corporation.
[31]*31“Dear Mr. Williams: I hereby appoint Col. Charles H. Jones editor and manager of the Post-Dispatch. Please instruct every body accordingly.
“Faithfully yours, Joseph Pulitzer,
“Jekyl Islán d, Feb. 6th, 1895. President.”
The order was delivered to Mr. Williams on the fourteenth of February and everybody was instructed accordingly. The Post-Dispatch was then in charge of Messrs. Williams and White. Both were directors of the corporation, the former being its vice-president. They made no protest to the action of Mr. Pulitzer, but acquiesced therein by installing plaintiff as editor and manager.
In the issue of the Post-Dispatch of the fourteenth of February, Pulitzer, over his name, published the announcement of the change in which he says:
“Continued ill-health and loss of sight have rendered it impossible for me to give personal attention to the conduct of the Post-Dispatch. I have not been able even to visit the city for- many years past. Authority implies duty. I relinquish duties to which I am physically no longer equal at a distance, and responsibilities which should only accompany the actual supervision of affairs. With this day Col. Charles H. Jones, having acquired a proprietary interest in the Post-Dispatch, becomes 'its editor and manager with responsibility and control over its columns.7”
In the same issue plaintiff announces his intentions “under my management of the Post-Dispatch.77
These announcements were read by the stockholders, and they were informed that plaintiff had secured a proprietary interest in, and would thereafter be, the .manager “with responsibility and control over its columns.” Still we find no protest or objection from stockholder or director. It must be inferred that neither Williams nor White approved of the change of [32]*32management, for one of them thereby lost his position, and the permanency of the position of the other was left in doubt. They remained silent because they recognized the power and delegated authority of Pulitzer.
There can be no doubt, we believe, that Pulitzer had authority from the stockholders and directors to make the contract, and thereby to bind the corporation, provided the agreement was itself valid.
V. Is the contract valid and binding on the qoi> poration? Counsel argue that it is not, because against public policy.
We have attempted to show in a previous paragraph that the directors, either by their official action or through the president, had the power to appoint plaintiff editor and manager of the Post-Dispatch, and to give him control of the same, and that the contract in that particular is not in contravention of the statute which requires that the property and business of a corporation shall be managed and controlled by directors. The corporation does not, by the contract, divest itself of its organic character or of the powers and óbligations incident to its existence as claimed. It is left en-. tirely free to exercise all its organic functions, but it is bound, as an individual is bound, to perform its agreements. Power to control its business does not imply the right to repudiate contracts lawfully entered into.
But it is said that the contract is against public policy, and void for the reason that it couples with a sale of stock in the corporation an agreement to give to the purchaser a position for five years at a large salary and in addition the position of director and president of the corporation.
^.Counsel cite many cases in support of their position. fit is undoubtedly true that an agreement by one stockholder for the sale, directly or indirectly, of an [33]*33office in a corporation, or of a permanent position therein “would be against public policy and void,” though the contracting stockholder had shares sufficient in amount to give him control in the election of officers. By such agreement he might be required to act contrary to the duty he owed the company and other stockholders. West v. Camden, 135 U. S. 507.
Each shareholder in the corporation has a right to rely upon the judgment of all the others, in the election of directors and officers, and any agreement which puts it out of his power to exercise such judgment is against public policy.
An examination of the cases, however, will show that such contracts have generally been declared void for the reason that the duty the stockholder owes to the company and his associates would be thereby violated. Cone v. Russell, 48 N. J. Eq. 212; West v. Camden, supra; Fuller v. Dame, 18 Pick. 472; Guernsey v. Cook, 120 Mass. 501.
But a corporation, that is to say, the stockholders and officers, has the right to employ the best expert talent they can secure for the management of its affairs. Success depends upon good management. Personal interest in the manager creates an incentive to succeed.
The successful management of a large daily paper in a city requires the highest degree of talent as. well as large experience. One possessing these qualifications is difficult to secure, and commands a large salary. During the year 1894 the Post-Dispatch had not been as profitable as in previous years. A change of management was thought desirable, at least by Pulitzer. Plaintiff was possessed of experience, talent and characteristics which were supposed to specially qualify him for increasing the earning power of the paper. [34]*34The contract was made with a view of securing his services^.
It seems to us that all objections to the contract, so far as it relates to the employment of plaintiff as editor and manager and gives him editorial control, on the ground that it is against public policy, is removed if the directors and stockholders gave it their unanimous assent._\ The stockholders or directors of a corporation have the right, in the first instance, to dispose of its stock to such persons, as, in their opinion, will be of advantage to it in a business point of view,, or to such as will insure its management according to the views of the promoters. It is perfectly manifest that this company was organized with a view of having it managed by Pulitzer. “Continued ill health and loss of sight,” says Mr. Pulitzer in his public announcement, “have rendered it impossible for me to give personal attention to the conduct of the Post-Dispatch. I have not been able even to visit the city for many years past. Authority implies duty. I relinquish duties to which I am no longer equal at a distance, and responsibilities which should only accompany the actual supervision of affairs.”
There is no more reason why the manager selected should not be allowed to purchase an interest in the company, at this crisis in its affairs, than'that Pulitzer was allowed, in the original organization,- to subscribe for a majority of the stock and thereby secure the power of control. It could make no difference whether the stock was purchased from the company or from the stockholders, provided, of course, that no wrong was done to the company or the other stockholders, or that they gave their unanimous approval.
As has been seen the directors and stockholders, on being informed of the contract, made no objection thereto, but on the contrary immediately installed [35]*35plaintiff as editor; and at a meeting of the stockholders held on the sixteenth day of March, 1895, by unanimous vote elected him a director in the corporation. But, to emphasize the ratification, the new board of directors, on the same day, elected him president. So the contract, in all particulars material to this controversy, was approved and ratified by all the stockholders.
Defendants Allege that they were not fully advised of all the terms of the agreement, but their action as stockholders and directors show that they were advised that plaintiff had secured from Pulitzer 1667 shares of stock, that he was made editor and manager, with control of the publication of the paper, and that he was to be made a director and president; or if they were not advised they blindly voted as directed by Pulitzer. If the latter was the case then surely they ought not to complain.
The contract then stands as though it had been made by the unanimous vote of all the stockholders.
The only issue involved in this suit relates to the right of plaintiff under his contract to manage the paper and control its policy. Whether the stockholders or Pulitzer, who still owns two thirds of the stock, could be required to elect plaintiff a director, is not involved and the legality of the contract in that respect requires no consideration.
It seems that Pulitzer, and with him the other stockholders, soon repented of the contract, and, under a resolution voted by them, over the protest of plaintiff, undertook to modify it in respect to the control plaintiff should have over the policy of the paper. This they had no right to. do. A corporation has no more right to repudiate its valid contracts than an individual has.
YI. But it is insisted that a court of equity will [36]*36not interfere to prevent a breach, of the agreement in question, though it is the contract of the corporation and one it had the power to make.
ít is urged in the first place that an injunction should not be granted because plaintiff has an adequate remedy at law in an action for damages in case he is denied the right to edit and manage the paper according to his own judgment; second, that there is a want of mutuality of remedy, without which a court of equity will not decree specific performance; and third, that the contract, in substance and effect, is a mere employment of plaintiff as editor and manager of the paper, and equity will never compel an employer, against his will, to i’etain an employe in his service.
There can be no doubt of the correctness of these general propositions, but do they apply to this contract? In other words, would an action for damages' afford plaintiff an adequate remedy? Is there such a want of mutuality in the contract as would prevent a court of equity from enforcing it against the corporation and its directors? Is plaintiff, under the contract, a mere employee of the corporation, whose rights can not be protected by a court of equity ?
■'a. Under the contract plaintiff purchased 1,667 shares of stock in the corporation for which he paid $80,000, and in consideration thereof he was to have the “control and management” of the Post-Dispatch for five years at an annual salary of $10,000. In addition to his salary he was entitled to receive the dividends on his stock, which were shown to have been large in previous years, though not satisfactory to Pulitzer. The value of the tangible property of a newspaper is insignificant when compared with its business value and earning power. The value of the stock of such a corporation depends very largely upon the ability with which the business is managed. Plaintiff [37]*37liad confidence in his own ability to manage this paper, for he stipulates that his appointment and salary shall cease, unless the net profits, under his management, would stand the tests imposed by Pulitzer. Plaintiff also had a reputation to sustain, and an opportunity to enlarge it. The management of a- metropolitan newspaper also gives to the manager a power and influence among men which is estimated by some as beyond a money value. In this respect it is yretiwm affectionis.
Our statute provides that the remedy by injunction “shall exist in all cases where an irreparable injury to real or personal property is threatened, and to prevent the doing of any legal wrong whatever, whenever, in the opinion of the court, an .adequate remedy can not be afforded by an action for damages.” E. S. 1889, sec. 5510.
In giving construction to the section this court has held that “the action of injunction maybe resorted to, notwithstanding there may be an adequate remedy at law for the injury, in all cases where an adequate remedy can not be afforded by an action for damages as such.” Towne v. Bowers, 81 Mo. 496; Bank v. Kercheval, 65 Mo. 688.
It is perfectly manifest that the control and management of the paper was the chief inducement that actuated plaintiff in entering into the agreement. With the acceptance of the position of editor and manager he gave up his situation on The World and removed from New York to St. Louis. He invested his entire capital in the enterprise. His stock was held by the corporation in such a manner that he could not use it for any purpose. The control of the paper was, moreover, a property right, in the nature of a lease, which he had the right to enjoy for five years. Its value to him depended upon the success with which it was managed.
[38]*38Mr. Pulitzer, who was at the time president of the corporation and manager of the paper, in a letter to Mr. Williams, who was then the editor, in explaining the situation and the reason for the change in the editorial management, says.: “I am convinced that your paper needs a stronger hand and permanent head;” and in his announcement of plaintiff’s appointment,madein the columnsof the Post-Dispatch, hesays: “With this day Col. Charles H. Jones, having acquired a proprietary interest in the Post-Dispcdch, becomes its editor and manager with responsibility and control over its columns.”
It appears perfectly manifest that, taking from plaintiff the right to manage and control the paper, according to his own judgment, could not be compensated in damages. Every other right acquired rests upon the right to control. It would, be impossible to anticipate .the effect a successful management might have upon the pecuniary value of the paper and of the corporate stobk, to say nothing of the prestige it would give the manager.
Our conclusion is that the contract, and the rights acquired thereunder, are such that a breach of it by defendants can not be compensated by an action at law for. damages.
b. Is there such a want of mutuality of remedy as will prevent a court of equity from granting injunctive relief?
Under the contract plaintiff was appointed editor and manager of the Post-Dispatch. These duties require personal services which it may be agreed a court of equity could not enforce. It could not by decree compel an editor to write editorials or to give direction to the business. But this ivant of power in the courts is supplied in the contract itself. While Mr. Pulitzer expresses the utmost confidence in plaintiff and his will[39]*39ingness and ability to discharge his duties with fidelity, his own business instincts are too acute to allow the contract to rest in confidence alone. The corporation was organized “for pecuniary profit and gain.” (Sec. 2771, subdiv. 11). Mr. Pulitzer does not lose sight of the primary objects to be accomplished. He expressly fixes a pecuniary test of ability and fidelity. The contract provides:
“And it is further agreed by and between the parties hereto, as a test of the ability of the party of the second part to properly manage and edit said St. Louis Post-Dispatch that such appointment and salary shall cease and determine in the event that the gross revenues of the Post-Dispatch from advertising and circulation combined shall during the year 1895 be less than the gross revenues from the same source combined were for the year 1894. And it is further agreed by and between the parties hereto that said appointment and salary shall cease and determine in the event that the net profits of the Post-Dispatch for the year 1896 shall be :less than the net profits for the year 1893. And it is further agreed by and between the parties hereto, their executors, administrators or assigns, that in ease of the death of the party of the second part, his resignation, failure of health or retirement or inability to perform the duties and labors of editor and manager of the Post-Dispatch at any time within three years from the date of the execution of this contract, the party of the first part shall have the option to re-purchase for the sum of eighty thousand dollars the herein- mentioned one thousand, six hundred and sixty-seven shares of the stock of the Pulitzer Publishing Company, which, in such event, the party of the second part agrees to sell and transfer to the party of the first part for said sum of eighty thousand dollars.”
It is further provided that the appointment and [40]*40salary should ceapeif plaintiff should “at anytime during said term accept or occupy any public or political office, elective or otherwise, or engage in any other business of any kind or description.”
The test of duty and liability is thus expressly agreed upon which is absolutely determinable and does not depend upon the views or opinions of either party. The failure to come up to the test is followed by a forfeiture of the position and salary. The test is success; the remedy, in case of failure for any of the causes, is removal from position and forfeiture of contract.
Should plaintiff fail to perform his contract according to the tests provided and should then persist in controlling the paper in disregard of the provision that the appointment should cease, there can be no doubt that a court of equity would enjoin his interference just as it can enjoin an interference with his rights if threatened. Keeping in view all the time that the right to manage and control the newspaper is the matter in issue, it is apparent that the remedy is mutual. The question is, are the defendants entitled to the control?? A court of equity can answer the question and enforce its conclusions on the petition of either party. Defendants could, undoubtedly, charge by crossbill that plaintiff had failed to perform the conditions of the contract and had forfeited his right to control, and if proved, the court could require plaintiff to allow them to resume control and enjoin an interference with it.
c. The law is well settled that personal contracts for service will not, because they can not, be enforced by courts of equity.
But we do not view the duties to be performed by plaintiff under the contract, as mere personal service or simple employment. In his control and management of the paper he knows no master or employer. He is answerable to no one for the manner of performing his [41]*41duty. He is accountable only for the stipulated results. His position gives him a property right in the possession, control and management of the paper he agrees to edit and manage.
A reading of the contract will show that the central idea of the executory part of it is the control and management of the paper. That means the possession and use of the property, and not mere employment to write editorials.
The judgment of the circuit court is affirmed.
Barclay, C. J., and Gantt and Brace, JJ., concur. Burgess, J., does not sit. Sherwood and Robinson, JJ., dissent.