
    Meyer M. Semel, complainant, v. Henry C. Schnering, Walter A. Cross and Newark Asbestos Products Company, defendants.
    [Decided June 18th, 1924.]
    1. Where one asserts that certain resolutions were passed by a corporation, and the other members of the corporation deny then-passage, these facts do not justify the court in assuming that the resolutions were passed, when they do not appear upon the minute book of the corporation.
    2. Where one acted as secretary and counsel for a company and gave his best efforts in these capacities to the corporation, the question of his compensation, in the absence of a specific agreement, is a matter of law, and can be decided on a quantum meruit therein.
    On bill, &e.
    
      Mr. Charles B. Clwncy, fox the complainant.
    
      Mr. Atwood C. Wolf, for the defendants.
   Church, V. C.

This is an action' brought by Meyer M. Semel against the defendant to compel the specific performance of an alleged contract which complainant says was created by the passage of two resolutions of the company fixing his salary at $2,500 a 3-ear as secretary, and another one retaining him as general counsel at a salary of $2,500 a year, which salary was to be paid in the form of common stock, said stock to be issued at a par value of $100 per share. The passage of these resolutions is denied by the defendants. The admitted minutes seem to show that Mr. Semel was duly elected secretary of the company and that he was appointed the “agent of this corporation.” Mr. SemeTs claim is that the resolution fixing his salary as secretary and counsel were duly passed by the corporation, and that he is entitled to receive his compensation in stock. In support of this he produces typewritten papers which,- he says, were adopted on certain dates. .They are not signed and axe dated in lead pencil.

The question, therefore, in the first place, is one of fact: Were these resolutions passed by the corporation ? The defendants deny this, and the only evidence in support of the so-called resolutions is that of Semel himself. In my opinion, the facts, without quoting them in extenso, do not justify me in assuming that these resolutions were passed.

Se cond. It appears, however, that Mr. Semel acted as secretary and counsel for the corporation, and I have no- reason to doubt that he gave his best efforts in these capacities to the corporation. It seems to me that, in the absence of a specific agreement between the complainant and the defendant, the question of his compensation as secretary and counsel is a matter of law and can be decided in a quantum, meruit therein.

On the incorporation of the company Mr. Semel was given two shares of stock, and the counter-claim is that he should be required to return this stock, because it was only given to him as a matter of convenience. However, it appears thai he voted the stock by prox}r, which at any time can be revoked, and I think that the counter-claim should be denied, and it should .be decreed that he is the absolute owner of these two shares of stock.

The testimony in this case is rather voluminous, and I have not thought it wise to summarize it here because it deals almost entirely with matters of fact. I shall therefore deny the application of the complainant for a decree for specific performance, and shall deny the counter-claim directing that Mr. Seme-1 pay back to the corporation the two- shares which-he held at the incorporation of the company and still holds subject to- proxies.  