(after stating the facts). If the contention of appellee that, through its agent, Wright, the appellant company undertook to pay off all the liabilities and perform all the contracts of the old Newport Company be true, it could only be held to pay off and perform such contracts as the Newport Company would have been compelled to pay and to perform, had it merely dissolved — ceased to exist — without selling out to another ; for it is not claimed that appellee’s contract with the Newport Company was any where specially, or even inferentially, referred to in the conversations and negotiations with Wright, or any one else representing the appellant company.
Without some special and express agreement definitely undertaking to pay appellee’s salary until the 1st September following, or some other period, we do not think the appellant company was bound to do so ; for it seems to us, from the language and meaning of the bylaws of the Newport Company, under which plaintiff originally held, that his office legitimately ceased at the sale, and that his pay and emoluments for services were in so far conditional and dependant upon the action of the directors that they ceased also with the office which the directors had abolished in the act of selling; and that the same were not continued until the full time specified in the original engagement, there being no spe•cial agreement to that effect on the part of the Union Compress Company, or of any one acting or even alleged to have been acting for it.
The-cause is therefore reversed, and judgment rendered here.