Saunders v. New Capital for Small Businesses, Inc

In Saunders v. New Capital for Small Businesses, Inc. (1964) 231 Cal.App.2d 324, Saunders, a corporate director and general counsel, brought suit for quantum meruit for services rendered in assisting the corporation in (1) obtaining working capital, and (2) making a loan. The company argued that the claims were barred because it had previously sued Saunders to recover $ 14,000 taken by him through the issuance of unauthorized checks, and Saunders had responded (without cross-complaining) that he was entitled to the funds because of his work in raising working capital for the company. (Ibid.) The court held that Saunders's claims were barred under former section 439, even though the issue of his right to compensation for assisting the company in making a loan had not been directly at issue in the first case; it concluded that the claims in both actions "flowed from the fiduciary relationship existing between Saunders and the company." (231 Cal.App.2d at p. 338.) In reasoning that has application to the case before us--although there the compulsory cross-complaint statute was being asserted against the individual, rather than the company--the court observed, "It is obvious that when the prior action was commenced ... , Saunders' connection with the corporation had been severed. The action called into question his conduct and sought relief because of alleged breaches of his fiduciary obligations. It is also obvious ... that ... Saunders ... was being called upon, as it were, to give an account of his stewardship. He was being charged with malfeasance. If there were any items on the other side of the account for which he was entitled to credit, the situation required that he present them. Indeed he seems to have fully realized that he should make claim for compensation for the first group of services pertaining to the working capital. He should not be permitted to withhold his claim for compensation for the services pertaining to the Associated loan. He had reasonable notice from the complaint that the time had come for the settling of his accounts." (Ibid.)