Pritchard v. Wenger , 268 Pa. 114 ( 1920 )

Opinion by

Mr. Justice Moschzisker,

In this action, to recover damages for libel, a nonsuit was entered, which the court below refused to remove; plaintiff has appealed.

William O. Pritchard, appellant, was the president and manager of the National Store Specialty Company, a corporation located at Bareville, Pa.; D. M. Wenger, defendant, was the secretary and treasurer; both were directors.

In February, 1918, plaintiff drew up a contract, the effect of which was to give hixn additional compensation as manager, above his regular salary. On March 25, 1918, this writing was submitted for adoption to a meeting of the board of directors; but, since the by-laws of the corporation provide that such matters must be approved by a majority of the members present, it was necessary, in order to secure approval, for plaintiff himself to vote in favor of the contract, which he did.

Differences of opinion, as to the propriety of the action of the board, arose among the stockholders, culminating in a meeting of the latter, on November 16, 1918, when the contract was unanimously rejected by those present. Plaintiff was removed from his office of manager, and, November 27, 1918, resigned as president of the company. Up to the time of his dismissal as manager, he drew, under the rejected contract, $1,190.48 in excess of the amount to which he was entitled according to the terms of his previous agreement.

An attempt was made by plaintiff and other stockholders to remove defendant as secretary and treasurer; but this failed. The disagreement among the shareholders continued, and, in December,-1918, at a meeting of certain of them, defendant not being present, some reference was made to a letter on the situation, alleged to be possessed by a Mr. Still; one of those in attendance was authorized to see defendant and have him, if possible, obtain the desired epistle. Defendant, later, being unable to get the document, wrote two of the stockholders, who had attended the meeting, the communication plaintiff now alleges as libellous, which is fully printed in the reporter’s notes.

It is plain the word “abstracted,” used in the alleged libel, when read with its context, simply means obtained through the contract, the adoption of which defendant attacked — and nothing more. The letter charges neither theft nor embezzlement; it is not libellous per se, and no special damages were pleaded or proved, nor was malice shown.

Finally, the ground stated by the court below in refusing to remove the nonsuit — that the writing is a privileged communication — is well taken. The gathering of stockholders, which (in the words of one of plaintiff’s witnesses) “gave rise to the letter,” had met to consider the “difficulty between Mr. Pritchard [plaintiff] and Mr. Wenger [defendant]” that was injuriously affecting their company, and, incidentally, to discuss pending efforts, connected therewith, to “get Mr. Wenger out as secretary.” Certainly, under these circumstances, the communication now complained of — being written, with an apparent full belief in the truth of the very general statements contained therein, by one immediately concerned with the subject-matter in hand, to others wdth a community of interest, for purposes of their common protection — was properly classed by the court below as privileged, which of itself is sufficient to support the nonsuit.

We have considered all matters raised by the assignments of error and referred to in the statement of questions involved, material to a determination of the present appeal, and find no reversible error.

The judgment is affirmed.