Johnson v. Balt. & Ohio R. R. Co.578 n McDonald, St. Paul & Sioux City R. R. Co. v.. McGrath v. Detroit & M. R. R. Co. McHenry v. New York, Pa. & O. R. R. Co... 208 574 50 McKee, Evansville & Terre Haute R. R. Co. v... 366 Kansas City, Hannibal & St. Jo. R. R. Co. v. 239 McMurray, Terre Haute & Indianapolis R. R. Co. v. 371 McVey, Louisville, E: & St. L. R. R. Čo. v 382 Kinsman, Skowhegan & Athens R. R. Co. v... Memphis City R. R. Co., Davis v. Minneapolis & St. Louis R. R. Co. v. Blair.. 1 571 13 Lake Shore & M. S. R. R. Co., Guggenheim v.. 546 165 649 Larson, Superior Short Line R. R. 446 Minneapolis & St. Louis R. R. Co., 396 .594 n ..595n Louisville, Evansville & St. L. R. 111 Multnomah Street R. R. Co., Budd v. Munkwitz v. Chicago, M. & St. P. R. R. Co.. Southern Kansas R. R. Co., State ex rel. Atty Gen'l v... 198 Painter, Chicago, etc., R.R.Co. v.432 n | Southern Pac. R. R. Co., Lewis v..61 n Peck v. Louisville, N. A. & R. R. Co.... Pennell, Chicago & Alton R. Co. v... 129 ..405 n ker.... Spalding, Louisville & Nashville R. R. Co. v.. State ex rel. Atty. Gen'l v. Southern Kansas R. R. Co... 187 418 198 500 201 94 58 Pennsylvania Co. v. Hine. v. Norwich & Worcester R. R. Co. 493 Quade, Louisville, etc., R.R. Co. v.595 n Quina, Louisville & Nashville R. R. Railway Co. v. Fisher. 111 State ex rel. v. Republican Valley State v. Memphis & Charleston Co v.. 116 589 281 St. Louis & San Francisco R. R. Co. 208 Gordon Exrs. et al. v.... Robinson v. Chicago, R. I. & P. R. R. Co...... Rodgers v. Central Pac. R. R. Co.305 n Rosedale, St. R. R. Co., Texas & Pac. R. R. Co. v.. 33 ....614 n Sutter Street R. R. Co. v. Baum... 8n 160 302 Sweetzer, West Virginia Trans. Co. 470 DAVIS V. MEMPHIS CITY R. R. Co. (Advance Case, W. D. Tennessee. 1885.) If an officer of a railroad company holding or controlling a majority of the stock should pack a directory with his special friends, and they desert the interest of the company by granting an excessive salary to him, their action is fraudulent, and he cannot recover the salary in a suit at law. Mere error of judgment, however, by the directory, acting honestly in fixing a larger sum than prudence would justify, does not constitute a valid defence. Where a corporation, in a suit by its president for his salary, pleaded, by way of set-off, the wrongful expenditure of its funds for counsel fees, held, that although it was his duty to consult the directory before incurring the expense, if he acted for the interest of the company in good faith, and did only what the directory might reasonably, and should properly, have done for the benefit of the company, he is not liable in damages by way of set-off, or otherwise. Nor is he liable, although the corporation had a regular attorney, for the employment of additional counsel in a suit against him and the other directors, personally, for maladministration, if the suit involved also the interest of the corporation, and the expenditure was reasonable and beneficial to the company, particularly where the directors knew of the employment, and made no objection. Where a factional strife among the stockholders is ended by a compromise, and the majority changes, a court will not, on a suit by the president for his salary, undertake to review the merits of that litigation and apply it as a test to the conduct of the president whether his alliance of the company with the one faction or the other was for its best interest or not. That matter is within the reasonable and honest discretion of the directory, and the courts will not supervise it by such a proceeding. The fact that an officer is absent on account of sickness is not a defence against his claim for salary, if he procures the proper discharge of his duties by another officer authorized to act in his absence, and there be no injury to the company by reason of the absence. While a court will protect the parties against improper verdicts, it will not impair the right of trial by jury under the disguise of determining whether the verdict is against the weight of the evidence. MOTION for new trial. The suit was for $1650, balance due Davis for his salary at the time he resigned from the company and turned the management over to the new parties who purchased his interest. The defence was that Davis had fraudulently procured the directors to fix his salary at an excessive sum, and that he had paid large sums of 22 A. & E. R. Cas.-1 |