Alexander v. Handley

• Decision Date: 22 January 1941
• Docket Number: No. 1836-7542.,1836-7542.
• Citation: 146 S.W.2d 740
• Parties: ALEXANDER et al. v. HANDLEY.
• Court: Texas Supreme Court

146 S.W.2d 740

ALEXANDER et al. v. HANDLEY.

No. 1836-7542.

Commission of Appeals of Texas, Section B.

January 22, 1941.

Error to Court of Civil Appeals of Fifth Supreme Judicial District.

Action by W. B. Handley against Mrs. Blanche M. Alexander and another on a written agreement for payment of stated sum to plaintiff in settlement of a controversy as to amount of compensation owing him for services as an attorney at law. A judgment for plaintiff was affirmed by the Court of Civil Appeals, 123 S.W.2d 379, and defendants bring error.

Affirmed.

J. Hardy Neel, Ervin Neel, and Montgomery & Campbell, all of Dallas, for plaintiffs in error.

John Davis and Bailey & Shaeffer, all of Dallas, for defendant in error.

SMEDLEY, Commissioner.

The suit is by defendant in error, an attorney at law, against plaintiffs in error on a written agreement, whereby, in settlement of a controversy as to the amount of compensation owing to defendant in error for professional services rendered over a period of several years, plaintiffs in error agreed to pay the sum of $10,000. Judgment of the district court in favor of defendant in error against plaintiffs in error for said sum with interest was affirmed by the Court of Civil Appeals. 123 S.W.2d 379. The facts as to the performance of the services, the dispute as to the amount due and the execution of the written agreement are set out in the opinion of the Court of Civil Appeals and need not be repeated. It is sufficient here to state that there in fact existed a disagreement and controversy as to the amount owing for services rendered and that the parties, for the purpose of compromising and settling their differences, made and executed the following written agreement:

                                    "Dallas, Texas
                                     "July 26th, 1935
                

"Mr. Winfield Morten,

"Dallas, Texas.

"Mrs. Blanche M. Alexander,

"Dallas, Texas.

"Dear Sir and Madam:—

"In re: Estate E. W. Morten, Deceased.

"To compromise and settle the matter of the amount owing me for services rendered you in connection with this Estate, this will confirm the agreement this day made through L. O. Handley, whereby it is understood that in full and final settlement for such services I shall be paid the sum of $10,000.00, payable $5,000.00 on or before November 1st, 1935 and $5,000.00 on or before November 15th, 1935. Upon payment of such sums, both of you shall stand fully released and discharged from all claims and demands of every character which I now hold or may be entitled to against either of you.

"It is understood, however, that if such amounts are not paid as above specified, then I shall stand discharged of my agreement to accept $10,000.00 in compromise and settlement of my claim for services rendered, and in any suit which I may institute within three months after November 15th, 1935 for the full amount I contend is due me for my services, neither of you will interpose as a defense therein any statute or law of limitation of this State. This provision shall not be construed as an admission on your part of any amount and is placed herein for the purpose of tolling the statutes of limitation in the event the $10,000.00 is not paid as above specified.

                                      "Very truly yours
                                         "W. B. Handley
                

"July 26th, 1935.

"We hereby agree and bind ourselves to perform and carry out the above stipulation and agreement in accordance with the provisions thereof.

                          "Winfield Morten
                          "Mrs. Blanche M. Alexander."
                

The contentions made by plaintiffs in error in the Court of Civil Appeals are fully stated in the opinion of that court. They are directed to the construction of the written agreement. The substance of them is that plaintiffs in error did not in the agreement promise or bind themselves to pay the $10,000 at the time specified but that the purpose of the contract was, and the proper construction to be placed upon it is, that it gave plaintiffs in error the right either to pay the agreed sum of $10,000 or to waive limitation in a suit brought on the original claim, that is, that performance of the agreement of settlement by the payment of $10,000 was left to the option of plaintiffs in error.

We agree with the construction given the contract by the Court of Civil Appeals, thus stated in the opinion by Associate Justice Looney: "In the first paragraph, appellants obligated themselves unequivocally and unconditionally to pay appellee $10,000 in two installments of $5,000 each. The provision in the second paragraph, discharging appellee from any obligation to accept $10,000 in settlement of his claim, in the event appellants failed to pay the amount agreed upon, within the time stipulated, was for the benefit of appellee, in order to coerce performance by appellants, and is not susceptible of the construction of being merely an option, giving them the right to refuse payment entirely, as they now contend."

The contract is in the form of a letter written by defendant in error to plaintiffs in error. It provides that in full and final settlement for services rendered by him he shall be paid the sum of $10,000, payable $5,000 on or before November 1, 1935, and $5,000 on or before November 15, 1935. At the bottom of the letter and over the signatures of plaintiffs in error is the statement that they agree and bind themselves to perform and carry out the above stipulation and agreement in accordance with the provisions thereof. By this they agreed and bound themselves to pay the sum of $10,000 to defendant in error in two equal installments on or before November 1 and November 15, 1935. The provisions of the second paragraph of the agreement are clearly intended for the benefit of defendant in error, expressly saving to him the right to sue on the original claim, should he desire to do so, upon failure of plaintiffs in error to perform the agreement of settlement.

In the application for the writ plaintiffs in error, while conceding that distinctions between "compromise and settlement" and "accord and satisfaction" are shadowy and usually of little practical...