
    No. 628
    BRIGGS v. GILBERT GROCERY CO.
    No. 19843.
    Supreme Court
    Certified for Conflict.
    Dock. May 26, 1926;
    4 Abs. 358.
    313. CORPORATIONS — May the officers and directors of a corporation increase their salaries and vote to execute contracts in which they are personally interested?
    Attorneys — Briggs & Briggs, Cleveland, and E. C. Millar, Portsmouth, for Briggs; Bannon & Bannon, Portsmouth, for Company.
   William Briggs brought this action originally in the Scioto Common Pleas against the Gilbert Grocery Company to recover an alleged balance due on his salary and a certain amount claimed to be due under a contract.

It appears that Briggs was an officer and director of the Grocery Company and while so employed the officers and directors of said Company voted to increase their salaries and provided for special compensation under certain contracts.

The Company in its answer admitted the resolution but sets up the defense that the same was unlawful and unreasonable. The judgment of the Common Pleas in favor of Briggs was reversed by the Court of Appeals.

The judgment and opinion of the Court of Appeals is ip conflict with 12 Ohio App., 55, which case held that the contracts complained of and resolutions increasing the salaries of officers and directors were not void unless fraud or unfair dealing to the stockholders were committed thereby.  