Opinion
39295.
DECIDED FEBRUARY 6, 1962.
Action to recover for services rendered. Sylvania City Court. Before Judge Hilton.
W. C. Hawkins, for plaintiff in error.
Harold W. Hollingsworth, contra.
The petition set forth a cause of action, and the trial court did not err in overruling the grounds of demurrer argued in this court.
DECIDED FEBRUARY 6, 1962.
K. J. Chance sued Planters Rural Telephone Co-operative, Inc., to recover $5,000 for services rendered the defendant. The petition, as originally filed, alleged that the defendant was a Georgia corporation with its principal office and place of doing business in Screven County, Georgia; that the plaintiff, an experienced electrical engineer, was employed by the defendant in 1950 to manage and supervise the defendant corporation; that he acted as general manager of such defendant corporation until September 1, 1956; that, during such period of time, the defendant constructed a telephone system in the rural areas of Screven County and a part of Effingham County; that the plaintiff also served as general manager of said operations and as supervisor in charge of the construction of such system; that during such time, the plaintiff was principally engaged as the manager of Planters Electric Membership Corporation (an electric co-operative with its principal office and plant at Millen, Georgia); that, after the plaintiff completed his work of supervision and management with the defendant corporation, the Board of Directors of the defendant corporation did on August 17, 1956, pass a motion that the plaintiff be paid $5,000 for past-due services from April 1, 1951, to September 1, 1956, and the President and/or Treasurer were authorized to countersign the check; that such motion was entered in writing in the minutes of the defendant corporation; that, although the plaintiff has requested payment of such sum, he has never been paid; and that the plaintiff sued the defendant in the City Court of Millen in May 1960 on the same cause of action, but such action was dismissed by such court on September 7, 1960, solely on the ground that the defendant was not a resident of such county. After the defendant demurred to plaintiff's petition, the plaintiff amended and alleged in substance: The plaintiff was advised of the motion passed by the Board of Directors of the defendant corporation; that the plaintiff was present at a meeting of the Board of Directors of the defendant corporation (he believes sometime in September, 1956), when he was told in the presence of the Board that the motion had passed to pay him the $5,000, and that a letter dated August 24, 1959, from the then manager of the defendant corporation addressed to the plaintiff stated that the minutes of the August 17, 1956 meeting read in part as follows: "Mr. Harrison stated that he felt the following persons should be paid for past due services as is listed below: for April 1, 1951, to September 1, 1956, Mr. Kermit J. Chance, $5,000. The President and/or Treasurer were authorized to countersign the checks."
The defendant's general demurrers and renewed general demurrers to the petition as amended were overruled, and the defendant now excepts to such judgment.
1. The defendant contends that the petition fails to show that any resolution of the Board of Directors of the defendant corporation was passed authorizing any payment to the plaintiff. The petition alleges that a resolution was passed to pay the plaintiff the amount sued for, and the President and/or Treasurer were authorized to countersign the check. The allegation in the amendment, wherein the plaintiff quoted a letter from the then manager of the defendant corporation in which a purported excerpt from the minutes of a meeting of the Board of Directors of the defendant corporation was quoted, is an allegation that the defendant corporation, through such manager admitted that the minutes made reference to the subject matter of the action, and was not an allegation of the actual wording of the resolution.
However, assuming that the minutes were as quoted in such letter, they state that the "President and/or Treasurer were authorized to countersign the checks," and certainly authority given to countersign checks is authority that the check should be issued for the purpose of satisfying the obligation referred to.
2. The defendant contends that, even if the directors by the resolution authorized the payment, it was a "bonus", or mere gratuity and unauthorized.
The petition alleges that the plaintiff was employed by the defendant corporation in 1950 and served as general manager until September 1, 1956. The resolution was allegedly passed on August 17, 1956 and was to cover a period from April 1, 1951 until September 1, 1956. Accordingly, even assuming that the resolution covered past due services to some extent, it also covered compensation for services to be rendered in the future and would not be subject to general demurrer for such reason. However, all agreements to pay for services already rendered are not void. See 19 CJS 192, 198, Corporations, § 804; 14A CJ 139, 142, Corporations, § 1907; Nadler's Georgia Corporation Law, 346, 347, § 364. In the case of Ga. Fla. c. Ry. Co. v. Purviance, 42 Ga. App. 519 ( 156 S.E. 731), it was held that an action against a corporation for services rendered would lie on a quantum meruit basis. Where valuable services have been rendered by one for another and the latter accepts such services an implied obligation to pay for such services arises. See Code § 3-107. Certainly, if an action to recover for such services rendered would lie, the Board of Directors could authorize payment for such services.
The present action, however, is not based on quantum meruit but on the agreement entered into by the defendant corporation to pay the plaintiff and recorded in its written minutes, and if the defendant seeks to set up a failure of consideration, it should be done in a proper plea. See Code §§ 20-310, 20-902. The petition was not subject to general demurrer because of a failure of consideration.
3. The other grounds of demurrer, not argued by the defendant, are treated as having been abandoned and will not be considered.
Judgment affirmed. Frankum and Jordan, JJ., concur.