McIlrath v. S. Waterbury & Sons Co.

Appellate Division of the Supreme Court of New York

McIlrath v. S. Waterbury & Sons Co.

193 A.D. 491, 184 N.Y.S. 886, 1920 N.Y. App. Div. LEXIS 5578

CourtAppellate Division of the Supreme Court of the State of New York

DecidedNovember 5, 1920

StatusPublished

Cited by5 cases

This text of 193 A.D. 491 (McIlrath v. S. Waterbury & Sons Co.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

McIlrath v. S. Waterbury & Sons Co., 193 A.D. 491, 184 N.Y.S. 886, 1920 N.Y. App. Div. LEXIS 5578 (N.Y. Ct. App. 1920).

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Opinion

Per Curiam:

The testimony, viewed in the light more favorable to the .plaintiff, charges Mrs. Wylie with a personal promise to pay the bonus of $1,000. The fact that she owned almost all of the capital stock of the defendant did not make it and her one. (Cook Corp. [7th ed.] § 6.) The fact that Mrs. Wylie, when she made the promise, was a director of the corporation and that such a promise involved services to the corporation did not indicate necessarily that the promise was corporate. As Mrs. Wylie owned almost all of the stock, the benefit of the corporation was ultimately her benefit as well. And one director cannot bind a corporation as a general rule. (Cook, supra, § 712.) • Nor can a dominant stockholder do so. (Id. § 709; Chase v. Michigan Telephone Co., 121 Mich. 634.) There was no proof of any corporate action in the premises. There is no proof that Mrs. Wylie had any authority, actual , or implied as agent or officer, to bind the corporation by any such promise. There is no proof that the corporation accepted the services of the plaintiff with corporate knowledge, actual or legal; that any promise other than an increase of wages had been made on behalf of the corporation. So far as the corporation is concerned, the mere continuance of plaintiff in its service is consistent with the increase of wages, quite aside from the bonus, which the plaintiff asserts was but an additional inducement. It may well be that the plaintiff has a legal claim against Mrs. Wylie personally. That is a question not to be decided because it is not in litigation, but we think that [493]*493the verdict cast upon the corporation is against the weight of the evidence and that, therefore, there must be a new trial, with costs to abide the event.

Jenks, P. J., Mills, Rich, Kelly and. Jaycox, JJ., concur.

Judgment and order reversed and new trial granted, with costs to abide the event.

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Per Curiam:

The testimony, viewed in the light more favorable to the .plaintiff, charges Mrs. Wylie with a personal promise to pay the bonus of $1,000. The fact that she owned almost all of the capital stock of the defendant did not make it and her one. (Cook Corp. [7th ed.] § 6.) The fact that Mrs. Wylie, when she made the promise, was a director of the corporation and that such a promise involved services to the corporation did not indicate necessarily that the promise was corporate. As Mrs. Wylie owned almost all of the stock, the benefit of the corporation was ultimately her benefit as well. And one director cannot bind a corporation as a general rule. (Cook, supra, § 712.) • Nor can a dominant stockholder do so. (Id. § 709; Chase v. Michigan Telephone Co., 121 Mich. 634.) There was no proof of any corporate action in the premises. There is no proof that Mrs. Wylie had any authority, actual , or implied as agent or officer, to bind the corporation by any such promise. There is no proof that the corporation accepted the services of the plaintiff with corporate knowledge, actual or legal; that any promise other than an increase of wages had been made on behalf of the corporation. So far as the corporation is concerned, the mere continuance of plaintiff in its service is consistent with the increase of wages, quite aside from the bonus, which the plaintiff asserts was but an additional inducement. It may well be that the plaintiff has a legal claim against Mrs. Wylie personally. That is a question not to be decided because it is not in litigation, but we think that [493]*493the verdict cast upon the corporation is against the weight of the evidence and that, therefore, there must be a new trial, with costs to abide the event.

Jenks, P. J., Mills, Rich, Kelly and. Jaycox, JJ., concur.

Judgment and order reversed and new trial granted, with costs to abide the event.

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193 A.D. 491, 184 N.Y.S. 886, 1920 N.Y. App. Div. LEXIS 5578, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mcilrath-v-s-waterbury-sons-co-nyappdiv-1920.

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