The opinion
Allen, J.
On March 2, 1895, the directors passed a vote fixing “ the salary of the president, George E. Kimball, for one year, commencing January 1,1895, at two thousand dollars ” ; also to pay him a certain commission on sales. This was in pursuance of an agreement between the plaintiff and the board of directors, which perhaps by implication would be subject to his re-election. At a meeting of a board of the directors on May 7, 1895, he was re-elected president, and no formal action was taken relative to his salary, it being stated by him in the presence of the other directors that no action was necessary, inasmuch as there was already an existing contract for the entire year of 1895. Two weeks later, the directors passed votes rescinding the votes of March 2. From these facts, it was competent for the court to find that when the plaintiff was re-elected on May 7,1895, the existing contract for his compensation was confirmed. If it be assumed that the new board of directors might at that time have declined to recognize or continue it, they did not do so, although it was specially brought to their attention. No formal vote of confirmation was necessary. The court might well find that the existing contract was continued in force according to its terms; Commonwealth Ins. Co. v. Crane, 6 Met. 64 ; and if so, the later votes purporting to rescind the former ones would be nugatory.
Exceptions overruled.