Deseret evening news. [volume] (Great Salt Lake City [Utah]) 1867-1920, 1906-01-08

quired for meals for the second class
OF employees more expensive meal
than the company was .S~lally fur
nishing. In view of the cancellation
Of the contract II Is unnecessary TO con-
slider this Issue further
Markets. CLAIM ALLOWED.
AT the meeting of the railroad al
rectors on Nov. 3. Mr.. Markell presented
his claim for his actual outlay. amount-
ing to s5.1iig1' and also u claim FOR
the value Of his time and services. The
directors at The instance OF Mr.. Shonts
voted TO allow MIR, Markell for his ex-
penses aud service the sum OF sl0,7ij,0I
and the money was paid.
This action was taken without con-
sulting either you or me- and was not
brought to my attention un,ll some
time after my return from Panama on
the 18th OF November Looked at from
purely and strictly legal standpoint
IL the amendment OF the contract with
respect TO the cancellation at the dis.
erection OF the president was to be
strictly construed 70 cancellation would
end the obligations OF both parties un-
der II ana leave them without any
claim for damages by either against
the other and therefore Mr. Markell
would seem to have no claim for either
his expenses or his services against the
railroad company after the right of alb
sohte cancellation had been exercised
by the president. In other words Il
would appear that the payment ordered
by the direct tors was gratuitoug and
without legal consideration,
THE MORAL SIDE.
"On the other hand the moral and
meritorlous consideration arising from
the fact that Mr.. Markell had actually
rendered valuable expert services to
the railroad company had made an ac-
tual outlay OF more than $1,000, all In
anticipation of securing the contract
and relying on the permanence of the
contract would Justify good business
man with whom such "A transaction was
had In compensatlng him for his loss
of money, time aud services. II Is
perfectly plain from MIR Markets own
evidence that II he had been permitted
TO carry on the contract, indeed II he
had bid and not been awarded the con-
tract he never would have considered
the railroad company indebted to him
for anything, The directors however.
thought that the circumstances under
which the final cancellation clause had
they had actually derived from Mr..
Markets services, required that they
should make him whole.
THAT they acted In this regard IN
good faith and with a due regard 10
their trust | have no doubt. In reply
to my criticism and my dsapproval In
these two cases. the president OF the
railroad has answered that the course
taken was plainly In the corporate pow
er OF the directors and was supported
by advices of counsel. ! think, how
ever, that these were Issues of such
Importance and doubt that they should
have been submitted 10 you or me as
your representative, for approval. Tn
doubtedly board OF directors, acting
for corporation with individuals as
stockholders might exercise the dlscre-
ton which was exercised here by the
directors; but, as between the govern
ment the president and the directors OF
the railroad company the exercise OF
such discretion Is only safe when APP
proved by the president or his represen-