Atlanta Hill Gold Mining & Milling Co. v. Andrews — 8 N.Y. St. Rep. 157

Majority

p. 157

Atlanta Hill Gold Mining and Milling Company v. Constant A. Andrews.

(New York Superior Court, General Term,

Filed June 23, 1887.)

Headnote

1. Judgment—How ear conclusive.

A judgment or adjudication is final and conclusive, not only as to the matter actually determined, but as to every other matter which the parties might have had decided as incidental to or essentially connected with the subject-matter coming within the legitimate purview of the original action, both in respect to matters of claim and of defense.

2. Same—When judgment in another suit a bar.

All that is necessary to render a judgment effectual as a bar to another action js that the causes of action are substantially the same. Two causes of action are essentially the same, although one action differs from the other in form, if they are sustained by the same evidence.

3. Same—When a judgment in another state controls.

One of the matters of defense in a certain action in Idaho between the same parties that were parties to this action, was that the resolutions voting the defendant in this action, the plaintiff in that action, a salary, were authorized and legal. This claim was decided against the plaintiff in that action. Held, that it was an adjudication which controlled the court here.

4. Corporation—Contract with directors—When void.

A contract made between a corporation and one of its directors to the pecuniary advantage of that director, if made at a meeting of the board of directors when he is present and takes a part in the proceedings, is void.

This action was tried before a judge and a jury.

The trial judge directed the jury to render a verdict in

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favor of the plaintiff, and further directed that the exceptions be heard in the first instance at the general term.

H. E. Deming, for resp’t; Jones & Rosevelle, for app’lt.

Some time prior to the commencement of this action the defendant herein commenced an action against the plaintiff in the territory of Idaho, and in his complaint alleged that the defendant in that action, the plaintiff in this, was a corporation duly organized under the laws of the State of New York, having its principal place of business and office in the city and county of New-York.

That it was doing business as such corporation, in its corporate name, in Alturas county and territory of Idaho aforesaid; that the defendant in that action, the plaintiff in this, on certain dates, duly made and issued to the said Andrews, and delivered to him, its certain promissory notes for value received, payable on demand to its own order, and endorsed the same to the said Andrews, who thereby became and was the legal owner and holder thereof.

That those notes were then due and unpaid; that the said defendant, the plaintiff in this action, in its corporate name and capacity, and by its proper officers thereunto, duly authorized and empowered, duly signed, executed, endorsed and transferred the above notes to the said Andrews, who became and was the owner and holder thereof.

And then said Andrews demanded judgment against the defendant in that action, the plaintiff in this, for the aggregate sum of all of those promissory notes, with interest and costs.

The defendant in that action, in his answer, amongst other things, denied that on the .days or dates stated in said complaint, or at any other time or times, it made or issued to said plaintiff, or delivered its promissory note, or any promissory note, for value or otherwise* payable on demand or otherwise to its own order or otherwise, or endorsed the same or any promissory note to the said Andrews.

That said alleged promissory notes were not executed with or under the authority of the said defendant; and then,, as a further answer, the defendant in that action alleged that at the days and dates of said alleged promissory notes mentioned in said complaint, and from the 7th day of May, 1883, and continuously for a period of nine months thereafter, the said plaintiff was the president of the defendant, and that as such president, said plaintiff signed and endorsed to himself the notes described in the complaint in that action without the authority of the defendant in that action, and then demanded judgment for a dismissal-of the complaint, with costs and disbursements. ■

The issue made by the pleadings was regularly called for

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trial, and the court decided, amongst other things, that the defendant in that action, the plaintiff in this, neither made, issued nor delivered to the said Andrews the promissory notes described in the complaint or any or either of them. That at the dates of said promissory notes, and at the times the same were executed, and from the 7th day of May, 1883, and until after the 21st day of January, 1884, the plaintiff was'the president of the defendant corporation, and as such president, was present and presided at the meetings of the board of trustees of defendant when a salary was voted to the plaintiff in that action as president of the defendant corporation, for which plaintiff claims said notes were executed to him; and the plaintiff at the day of the meeting proposed the resolution and requested one of the trustees to introduce it in the meeting.

And as a conclusion of law the court held that the resolutions voting plaintiff a monthly salary as president of the defendant corporation, for which the plaintiff claims said promissory notes were executed, were and are void. And that the defendant in that action, the plaintiff in this, was entitled to a judgment for its costs and disbursements in this action, and thereupon a judgment was entered in the form suggested.

After the commencement of the action in Idaho the plaintiff herein began an action in this court against the defendant herein, in which it sought to recover from the defendant the sum of $1,500 which had been paid to the defendant under the above-mentioned resolutions, a certain monthly salary from the 12th day of May, 1883. That this payment was made under and pursuant to certain resolutions which were passed at meetings of the board of trustees of the plaintiff corporation at which meetings the said defendant was present and that his vote on the resolutions was necessary in order to obtain the passage of the resolution.

The defendant answered denying some of the allegations in the complaint, and in substance denying that the vote of the defendant was requisite in order to procure the passage of the resolutions above mentioned.

The defendant further alleged that he was president and acted as president of the plaintiff from the 7th day of May, 1883, until the 6th day of February,- 1884, and as such president rendered valuable services for the plaintiff which services were of the value of not less than $500 per month.

The defendant as a counterclaim alleged the making and delivery of the notes above referred to in consideration of the services rendered by the defendant as president as aforesaid, and demanded judgment for the amount that was due on the said notes with interest.

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The only evidence offered by the plaintiff on the trial of this action was the judgment-roll in the action in the territory of Idado.

The defendant objected to the admission of the judgment-roll on the ground that it was inadmissible and incompetent. This objection was overruled and to this ruling the defendant excepted.

The defendant was called as a witness in his own behalf and offered to prove certain facts. This offer was overruled. The evidence was excluded and. the defendant duly excepted.

The theory on which the trial judge acted was that the judgment rendered in Idaho was an adjudication as between the parties, that the resolutions under which the defendant was paid the sum of $1,500, and under which the notes were given to the defendant for his services were illegal and void.

We are of the opinion that in this he did not err.

One of the matters which was litigated in the controversy In Idaho is that the resolutions voting Mr. Andrews a-monthly salary as president of the corporation were null and void. If those resolutions were null and void, then the defendant was not entitled to his salary," for a contract made between a corporation and one of its directors to the pecuniary advantage of that director, if made at a meeting of the board of directors when he is present and takes part in the proceedings, is void. Butts v. Wood, 37 N. Y., 317 ; Kelsey v. Sargent, 40 Hun, 150 ; 3 N. Y. State Rep., 477.

It is well settled in this state that a judgment or adjudication is final and conclusive, not only as to the matter actually determined, but as to every other matter which the parties might have had decided as incidental to or essentially connected with the subject-matter coming within "the legitimate purview of the original action, both in respect to matters of claim and of defense.

All that is necessary to render a judgment effectual as a bar to another action is that the causes of action are substantially the same. Two causes of action are substantially the same, although one action differs from the other in form, if they are sustained by the same evidence. March v. Masterton, 101 N. Y., 407 .

One of the matters of defense in the action in Idaho was that the resolutions voting the defendant in this action, the plaintiff in that action, a salary, were authorized and legal. This claim was decided against the plaintiff in that action, and this we consider an adjudication which controls the court here. ■

This view renders it unnecessary to consider _ the exceptions which were taken by the defendant in this action to

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the decision of the court in overruling his offers of testimony.

The defendant’s excptions are overruled and judgment is ordered for the plaintiff, with costs and disbursements Sedgwick, Oh. J., concurs.