McCullough v. Nunner

CRUSHING, J.

J. Charles McCullough brought an action against the Nunner & Ashton Co. for an accounting, in the Hamilton Common Pleas. He claimed that under a contract made with George Nunner, he was entitled to 25 per cent of the profits of the company from Jan. 1, to Oct. 24, 1920; that he is entitled to at least $6250 and asked that judgment be rendered for him in that amount.

The company averred that McCullough entered its employ as sales manager at $35 per week; denied that it ever made an agreement whereby McCullough was to receive part of the profits. By way" of cross-petition it was contended that McCullough was indebted to it for $53.50, for goods sold and delivered. McCullough admitted his indebtedness but only in the sum of $20.50. The judgment in the Common Pleas was in favor of the company. Error was prosecuted, and the Court of Appeals held:

1. At time contract was alleged to have been entered into, Nunner was secretary and treasurer of the corporation. The record does not disclose any of the duties Nunner was to perform under said offices. McCullough did not offer any evidence to show that Nunner was authorized to make contracts for the company nor was there any showing that Nunner was authorized to dispose of the assets or profits of the company.

2. Profits of a corporation belong to *it until same are declared by the directors as dividends to the stockholders.

3. In the absence of express authority, no officer of a corporation is authorized to dispose of the accumulations of the corporation.

4. Contract of one of the officers of the corporation for a share of the profits would not be binding on the corporation without authority to make it, or unless it was ratified by the Board of Directors.

Judgment of Common Pleas affirmed.