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McIlrath v. Waterbury Sons Co.

Appellate Division of the Supreme Court of New York, Second Department
Nov 5, 1920
193 App. Div. 491 (N.Y. App. Div. 1920)

Opinion

November 5, 1920.

Samuel M. Richardson, for the appellant.

Ralph G. Barclay [ David Joyce with him on the brief], for the respondent.


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 the 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.


Summaries of

McIlrath v. Waterbury Sons Co.

Appellate Division of the Supreme Court of New York, Second Department
Nov 5, 1920
193 App. Div. 491 (N.Y. App. Div. 1920)
Case details for

McIlrath v. Waterbury Sons Co.

Case Details

Full title:WILLIAM S. McILRATH, Respondent, v . S. WATERBURY SONS COMPANY, Appellant

Court:Appellate Division of the Supreme Court of New York, Second Department

Date published: Nov 5, 1920

Citations

193 App. Div. 491 (N.Y. App. Div. 1920)

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