Opinion
No. 36072.
February 25, 1946.
1. SUNDAY.
The action of corporate directors at a meeting on Sunday, the validity of which was contested by general manager, in terminating the employment of general manager and of secretary, was void (Code 1942, sec. 2368).
2. SUNDAY.
Where Sunday statute makes void agreements and contracts entered into on Sunday, an amendment of a contract or its rescission on Sunday is void (Code 1942, sec. 2368).
3. SUNDAY.
Where meetings of directors of corporation, at which general manager was elected and his salary was fixed, were held upon days other than Sunday, manager was not estopped to question the validity of the rescission of his employment at a meeting held on Sunday because occasional other meetings had been held on Sunday (Code 1942, sec. 2368).
4. STIPULATIONS.
Where stipulation for settlement of dispute between general manager of corporation and directors contained terms which were clear and which reserved no room for interpolations by inference and did not attempt to ratify action of directors, undertaken on a Sunday, to discharge general manager, stipulation did not estop manager from challenging validity of attempted discharge (Code 1942, sec. 2368).
APPEAL from the chancery court of Hinds county, HON. V.J. STRICKER, Chancellor.
W. Harold Cox, of Jackson, for appellants.
The trial court erred in disallowing the respective claims of appellants on this record. There is no element of equitable estoppel present in this record to support the decision of the chancellor.
Meyerkort v. Warrington (Miss.), 19 So.2d 433, 198 Miss. 29, 20 So.2d 708; State v. Butler, 197 Miss. 218, 21 So.2d 650; Rice v. Washington County Bldg. Loan Ass'n, 145 Miss. 1, 110 So. 851; Parker v. McBee, 61 Miss. 134; Stockner v. Wilcziuski, 71 Miss. 340, 14 So. 460.
The appellees are not privileged to allege any misunderstanding of the terms and meaning of the written stipulation of June 20, 1945.
Barry v. Gulfport Bldg. Loan Ass'n, 158 Miss. 163, 128 So. 569; McPherson v. Gullett Gin Co., 134 Miss. 771, 100 So. 16; Goff v. Jacobs, 164 Miss. 817, 145 So. 728.
The decree of the trial court in this case is contrary to the overwhelming weight of the testimony and finds no substantial support in any testimony in this record.
Holmes v. Holmes, 154 Miss. 713, 123 So. 865; Crichton v. Halliburton Moore, 154 Miss. 265, 122 So. 200; Tarver v. Lindsey, 161 Miss. 379, 137 So. 93; Chesapeake R. Co. v. Martin, 283 U.S. 209; Code of 1930, Sec. 1131; 13 Am. Jur. 915, Sec. 956; 14-A C.J. 175; Sec. 7, Article IV of the By-laws of Southern Appliance Co.
Where all of the facts are fully developed and it is apparent to this Court what decree should have been rendered by the trial court, such decree will be entered on a reversal here.
Joe Duck Kwong v. Board of Mississippi Levee Commissioners, 164 Miss. 250, 144 So. 693; Code of 1930, Sec. 3378.
Brunini Brunini, of Vicksburg, and A.A. Rotwein, of Jackson, for appellee.
The action of the board of directors at the April 1, 1945, meeting removing Smith as president and general manager and suspending all salaries was legal and valid, or, if not, Smith is estopped to deny its legality and validity.
Homan v. Fir Products Co., 125 Wn. 260, 212 P. 240; State ex rel. Blackwood v. Brast et al., 98 W. Va. 596, 127 S.E. 507; McCoy v. Luzerne Carbon County Motor Transit Co., 125 Pa. Super. 217, 189 A. 772; Guffey v. O'Reiley, 88 Mo. 418, 429; Code of 1930, Sec. 1131, Code of 1942, Sec. 2368; 1 Pomeroy's Equity Jurisprudence (5 Ed.), p. 180, Sec. 802; 19 C.J.S. 87, Sec. 745, p. 90, Sec. 747; 10 R.C.L. 689, Sec. 19; 19 Am. Jur. 634, Sec. 33.
The services claimed to have been performed by Smith from April 1, 1945, to June 20, 1945, and for expenses during said period were for his personal benefit and not on behalf of Southern Appliance Company.
The claim filed by Miss De Hority for salary from May 1, 1945, to June 20, 1945, depended upon the authority of Smith to continue her employment during said period, which authority Smith did not possess so as to bind the corporation, and her claim was properly dismissed.
The finding of the chancellor below for appellees on all questions of law and fact is supported by the record and should not be disturbed on this appeal.
The Southern Appliance Company was chartered as a corporation in February 1945. The directors elected W.Q. Smith as general manager and fixed his salary at $450 per month. Such salary was paid up to the first day of April, 1945. On said date a special meeting of the directors was called by some of their number, at which time it was voted by all of the directors, except Smith, that he be ousted as general manager and that all salaries be suspended. Such order affected both Smith and the appellant, Miss De Hority, who has been employed as secretary and office manager at a salary of $120 per month.
After the meeting on April 1st, both appellants continued to act and perform their duties. Notices of meetings thereafter given by Smith were ignored by the directors and none were held. The board instructed the bank not to honor checks drawn for salaries and neither appellant received any salary thereafter.
On April 12, 1945, the stockholders filed a petition for a receivership of the corporation. To this petition, appellants filed an answer and a cross-bill asking personal damages. On June 20th thereafter, all parties executed a stipulation whereby it was agreed that the petitioners serving as officers of the corporation would file their resignations as such; that they would file their stock certificates with the clerk of the court properly endorsed; that appellants would have a period of forty days thereafter in which to redeem the stock, so deposited, at $77.65 per share; that Class B or common stock would not participate in any distribution; that appellants' cross-bill would be dismissed; and that during such interval no receiver would be appointed. It was further agreed that if the stock was not redeemed within the forty day period, the court might enter a decree dissolving the corporation. The stock was not taken up or redeemed, and a decree was entered on August 10, 1945, appointing appellee, Mills, as receiver.
The salary claims of the manager and the secretary were filed in the receivership in the respective amounts of $1,407.22 and $266.67, covering the period from April 1st to June 20, 1945. As properly stated by the trial judge during the taking of testimony, the crucial inquiry is the validity of the attempted ouster of appellants at the meeting on April 1, 1945. Wherefore, such matters as the business capacity of Smith, the extent and value of his services and the advisability of ultimate dissolution, although of particular interest to the stockholders, must escape our concern.
The purported meeting on April 1st was on Sunday. There is testimony that Smith contested its validity on this ground. The narrow question is presented whether the appellant's contracts were legally abrogated by the action taken on Sunday.
Our statute, Code 1942, Section 2368, prohibits anyone, under penalty of conviction, from laboring "at his own, or any other trade, calling, or business" with certain exceptions not here relevant. Under this section agreements and contracts entered into on Sunday are void. Doubtless the corporation had the statute in mind in providing in its by-laws (Sec. 3, Art. IV) that meetings of the directors "shall be held . . . on the ____ day of each month at nine o'clock A.M.; provided, however, that whenever such day shall fall upon a legal holiday, the meeting shall be held the next succeeding business day." It would seem clear that an original contract of employment if entered into on Sunday would have been void and unenforceable. So likewise an amendment of such contract or its rescission. Thompson v. Weems, 5 Cir., 111 F.2d 566, (Miss.); 50 Am. Jur., Sundays and Holidays, Sec. 55, p. 846.
Although briefs of counsel discuss fully principles of estoppel, it remains a matter of inference alone that the trial court denied the claims under such theory. Although directors' meetings had upon occasion been theretofore held on Sunday, the meetings at which Smith was elected manager and at which his salary was fixed were held upon days other than Sunday. We find it unnecessary to support our conclusions by invoking the principle denying resort to estoppel to sustain a contract void as being against the law or public policy. See 50 Am. Jur. 844, Sec. 50; Gist v. Johnson-Carey Company, 158 Wis. 188, 147 N.W. 1079, Ann. Cas. 1916E, 460. Nor does estoppel arise out of the stipulation of June 20th, since its terms are clear and reserve no room for interpolations by inference. There was no attempt at later ratification of the action undertaken April 1st since the board as such refused again to meet.
We find, therefore, that the contracts with Smith and Miss De Hority remained intact, and their claims in the receivership ought not to have been dismissed.
Reversed and remanded.