A hearing was granted in this case, after decision by the District Court of Appeal, Fourth Appellate District, in order to give further consideration to two questions involved, which are discussed hereinafter. We were and are in accord with the remainder of the opinion rendered by the District Court of Appeal, and it is hereby adopted as a portion of our opinion and is as follows:

It is also asserted that the trustees should return certain commissions they paid themselves on the sale of units. It appears that each of the original trustees sold units on which he was given the 20 per cent commission allowed by the terms of the permit. The trial court found that these trustees were licensed brokers, that the sales upon which they received commissions were made by them in their individual capacities and not as trustees, nor within the scope of their duties as trustees, or in the handling of the trust estate, nor were they "in derogation of said trust estate". It is specifically found that they "were not called upon or required by the terms and provisions of said Declaration of Trust to make such sales as trustees thereof and/or without compensation therefor". The court also found that the trustees at all times endeavored faithfully to perform all of their duties as trustees for the best interests of the trust estate. There is ample testimony to the effect that, although the trustees were charged with the responsibility of getting a well drilled on the property and, after losing the first one at a depth of about 2,900 feet, with the obligation of starting another, in order to maintain the good standing of the lease; and that it was practically impossible to secure salesmen at the percentage of 20 per cent allowed by the permit to cover commissions and costs, because they were among the first in the Santa Fe Springs field, which was not only a deep field but also the leases covered small lots, to which the public was not then accustomed, and also because other operators were finding means by which they were paying more than 20 per cent. In order to prevent the undertaking from becoming a failure, the trustees were obliged to sell a good many units personally and, in order to do this, were obliged in effect to remit to the purchaser the commission taken, so that, while they are charged with commissions on the books, a large portion thereof was not in fact collected by them. It is also to be observed that the declaration of trust provides that the trustees shall fix the compensation of all agents and "pay to themselves such compensation for their own service as they may deem reasonable".

The question at this juncture is whether, under these circumstances and the findings of the trial court, the respondents were bound to account for the compensation they re ceived by way of commissions. The trial court held that they were not. We feel compelled by reason and the authorities to sustain this conclusion. In a comparatively early case, Graves v. Mono Lake Hydraulic Min. Co., 81 Cal. 303 [ 22 Pac. 665 ], this court announced what we conceive to be the true rule which should govern trustees of corporations or business trusts. It is there held that a contract adopted by a board of directors, to which the vote of the interested director or directors is necessary, is voidable at the instance of the corporation or, in the event of its failure to act, at the election of a minority of the stockholders “without regard to whether they [the resolutions] were fair and honest or not”. However, the court was careful to point out in that case that no question of the value of the services rendered was involved, and quoted with approval from Gardner v. Butter, 30 N. J. Eq. 702, as follows:

“The rule is, that the trustee cannot fortify himself by a contract which he makes with himself or for his own benefit, and set it up either at law or in equity as a valid obligation. . . . But while the express undertaking is without legal force, the directors of a company have a right io serve it in the capacity of officers, agents, or employees, and for such services the law will enable them to recover a just and reasonable compensation. ... No claim which they may make against their company can acquire any support or validity from the fact that they have expressly sanctioned it; it must rest exclusively upon its fairness and justice, and be enforced upon the quantum meruit.” To the same general effect reference may be had to San Leandro Canning Co. v. Perillo, 84 Cal. App. 635, 639 [ 258 Pac. 670 ] ; Bassett v. Fairchild, 132 Cal. 637, 643 [ 64 Pac. 1082 , 52 L. R. A. 611], and cases there cited. In Voorhees V. Mason, 245 111, 256 [ 91 N. E. 1056, 1059 ], where a similar question was involved, it was held that a resolution allowing the directors commissions could not govern, but it was said: “The services of the secretary and other officers of the corporation in making sales of stock and income certificates were of value to the corporation, and upon proof of the value of such sales, regardless of the resolution, they may rightfully be allowed compensation for making such sales.” (See, also, Palmer v. Taylor, 168 Ark. 127 [ 269 S. W. 996, 1001 ].)

The other question is quite similar to the one just discussed. The appellants contend that the trustees took compensation for themselves which was unreasonable and not justified by the terms of the trust agreement, after they had fixed their compensation in lesser amounts. There is a clause of the agreement which provides as follows: 11 Said trustees are hereby vested with the sole power and discretion to discern what will constitute principal and what will constitute gross income and net income available for payment or distribution under the terms of this trust, provided, however, that not to exceed ten (10) per cent of all moneys received by the trustees shall be used to defray office expenses, officers’ salaries and all overhead expenses.” As we have already observed, the trust provided that, subject to the limitation just quoted, the trustees were authorized to pay themselves such compensation as they deemed reasonable. On April 7, 1922, the board fixed a salary for respondent Horton, as secretary, of $350 a month and, on April 22, 1924, they voted themselves a salary of $150 a month from January 20, 1922, to April 20, 1924, “in consideration of the time given by each of the trustees to the affairs of the syndicate, and of the value of the services rendered”. Beginning August 8, 1929, Horton was raised to $500 a month and respondent Dunbar was paid $350 a month. Beginning January, 1932, Morris was given a salary of $100 a month. In addition to the amounts thus paid and beginning in December, 1924, and at intervals, thereafter, the' trustees paid to themselves as compensation considerable sums of money, but kept within the limit of 10 per cent of the moneys received, after deducting other office expenses and overhead.

Two of the trustees died in 1925, and the vacancies were not filled.

The trial court found that the respondent trustees had not taken more compensation than allowed by the terms of the trust agreement and had taken less than the 10 per cent named in the trust agreement, after deducting office and other overhead expenses. It also found that the salaries which we have mentioned were not intended to compensate the trustees for their services in full, but “were fixed in such amounts among the trustees alone for extraordinary-services rendered said Trust as such officers as aforesaid, in equalizing their total compensation and the drawing thereof as between themselves”. And more important still, the court found that the sums taken by respondents as compensation did not exceed the reasonable value of the services rendered by them to the Bell View Oil Syndicate.

The appellants contend that the resolutions fixing the salaries preclude the respondents from paying other compensation, but the answer to this assertion is contained in the finding to the effect that such resolutions were intended only to equalize the compensation as between the trustees. It cannot be denied that the testimony of the trustees amply supports the finding of the court in this regard. Nor can it be denied that the court’s finding that the compensation was reasonable was abundantly supported. Starting with nothing, the trustees, in the course of 12 years, with an issued capital of $300,000, paid out in dividends to the unit holders practically $2,000,000, at the same time accumulating physical assets valued in round figures at $500,000. Undoubtedly the court took into consideration that, while in times when the income of the trust was large, the compensation of the trustees was large, in times when the income was small, the compensation would be small and perhaps, under the limitation, nothing at all. Averaging the total compensation over the period in question, Horton received approximately $1200 a month and Dunbar about $962 a month, while Morris received an average of around $842 a month. We cannot say that the court was not justified in concluding that the compensation was reasonable. In fact, as the record appears to us, it would hardly have been possible for the court to have decided otherwise. We should mention, however, that, in our opinion, the trustees must not only be restrained by the 10 per cent limitation, but also by the reasonable value of the services rendered.

It is also argued that the limitation of 10 per cent was intended to apply to net income instead of gross income. After an exhaustive hearing, the trial court concluded otherwise, and we are not inclined, under the circumstances, to disagree therewith. The language of the trust agreement indicates that it was intended to mean a percentage of the gross—“all moneys received by the trus tees”. Indeed, we doubt that it could be construed differently.

“ The last point raised is that the respondent trustees were guilty of such fraud in settling a prior action brought against them as necessitates their removal. An action was brought against the respondents by one Penn, raising most of the claims which are involved in the present action. That action was tried, and the judge entered a minute order finding in favor of the trustees on all points except with respect to the matter of the compensation taken by them. On that point he found against them and ordered that judgment be entered against them in the sum of $247,500. Before findings were made and formal judgment entered the attorneys for all parties to that action entered into a compromise agreement under which that action was dismissed. These three trustees agreed to pay $25,000 to Penn’s attorneys for attorney fees and costs, some $6,000 of which was paid by the trustees personally, the rest to be paid after a successful termination of this action. It was further agreed that the trustees would bring an action for declaratory relief, raising the question of compensation and all other claims that had been made against them by any of the unit. holders, and for the purpose of obtaining an adjudication as to the meaning of the trust agreement on all disputed points. This action followed immediately. The former judgment had not become final and, in any event, applied only to the parties thereto and left unsettled the claims of many other unit holders. There is much to be said in favor of having the .entire controversy between the various parties settled in one action in an orderly manner. This plan having been agreed upon, and at once carried into execution, it does not conclusively appear that the trustees were actuated by fraudulent motives. After a full hearing on this point the trial court found in favor of the respondents and we see no reason for setting aside that finding. ’ ’

It follows that the judgment should be and it is hereby affirmed.

Waste, C. J., Seawell, J., Langdon, J., and Curtis, J., concurred.

Rehearing denied.