Blaine v. Publishers George Knapp & Company

• Decision Date: 22 June 1897
• Citation: 41 S.W. 787,140 Mo. 241
• Parties: Blaine, Appellant, v. Publishers George Knapp & Company
• Court: Missouri Supreme Court

41 S.W. 787

140 Mo. 241

Blaine, Appellant, v. Publishers George Knapp & Company

Supreme Court of Missouri, Second Division

June 22, 1897

Appeal from St. Louis City Circuit Court.

Affirmed.

Andrew M. Sullivan for appellant.

(1) The interpretation placed upon the contract by the petition is the only one consistent with the words and provisions thereof, and the only one which makes it reasonable and just as between the parties.Goode v. St. Louis,113 Mo 257;The Huse-Loomis Ice & Trans. Co. v. Heinze,102 Mo. 245;Ellis v. Harrison,104 Mo. 270;Johnson County v. Wood,84 Mo. 489;Bishop on Contracts, sec 588;2 Parsons on Contracts, pp. 494-499.

Boyle Priest & Lehmann for respondent.

(1) The averments of the petition as to the legal effect of the contract sued upon are not admitted by the demurrer.(2) The petition does not show any breach of the contract by defendant.Taylor v. Brewer, 1 M. & S. 110;Bush v. Koll,29 P. 919;Butler v. Mill Co.,28 Minn. 205;Frary v. American Rubber Co.,53 N.W. 1156;Koehler v. Bull,94 Mich. 496;Wood, etc. v. Smith,50 Mich. 565;Zaleski v. Clark,44 Conn. 218;Gibson v. Cranage,39 Mich. 49;Tyler v. Ames,6 Lans. 280;Brown v. Foster,113 Mass. 136;McCarron v. McNulty, 7 Gray, 139;Campbell Printing Press Co. v. Thorp,36 F. 414;Singerly v. Thayer,108 Pa. St. 291.(3) The increase in salary was in any event prospective only and no increase was during the term of contract ever conceded by the defendant or demanded by the plaintiff.

Burgess, J. Gantt, P. J., and Sherwood, J., concur.

OPINION

Burgess, J.

This action was begun in the circuit court of the city of St. Louis for damages for the breach of a contract theretofore entered into by plaintiff and Chas. W. Knapp, publisher of the Republic, a newspaper published in said city.The petition, leaving off the formal parts, is as follows:

"And now comes the plaintiff, William T. Blaine, and for cause of action states that the defendantPublishers George Knapp & Company, is and was at the time herein mentioned, a corporation duly organized under the laws of the State of Missouri for the object of printing and publishing newspapers, periodicals, and books, and doing a general business in job and all other kinds of printing and book binding, in the city and county of St. Louis and State of Missouri.That on the second day of December, A.D. 1889, the said defendant was, among other things, engaged in printing and publishing in said city of St. Louis a daily newspaper styled The St. Louis Republic, generally known as the Republic, and referred to in the contract hereinafter set out, under that name and abbreviation.That on the date last aforesaid plaintiff and defendant entered into a written contract, which is herewith filed and marked 'Exhibit A.' wherein and whereby plaintiff agreed, in consideration of the agreements and undertakings therein on the part of defendant to be done and performed, to render his services to defendant as the principal city advertising solicitor of the defendant, for a period of ten years from and after the first day of January, A.D. 1890; and wherein and whereby defendant, in consideration of the agreements therein on the part of plaintiff to be performed, agreed to pay the plaintiff for his services during the first year of his said employment the sum of $ 4,000, and thereafter, during the remaining nine years thereof, $ 5,000 per annum; all to be paid in equal weekly installments; and also further agreed to increase the aforesaid salary and compensation to the extent of $ 1,000 per annum, if at any time the character of the work done by plaintiff, or the extent of increased business secured defendant by him, fairly justified or was reasonably worth the amount of said increase of salary, which said written contract is in words and figures as follows, to wit:

"'St. Louis, Mo., December 2, 1889.

"'Mr. W. T. Blaine:

"'That the nature and tenure of your employment and the compensation therefor may be clearly understood, I will state the conditions, as follows:

"'I have agreed that you are to be employed for the period of ten years, beginning January 1, 1890, as the principal city advertising solicitor of the Republic, and to receive for your services during the first year the sum of four thousand dollars, and thereafter five thousand dollars per annum for the remaining nine years, which will be paid you in equal weekly installments.

"'This offer is conditioned upon your agreement to remain in the position of city advertising solicitor of the Republic for the period of ten years, as named, giving your entire time and attention to the duties ordinarily and properly falling to the city advertising solicitor, and not to engage in any other business or occupation which may distract your attention, but to faithfully, studiously and honestly attend to the legitimate duties of your position of city advertising solicitor to the best of your ability.

"'And I further agree that you will be given every opportunity, advantage and facility to handle the large city business of the Republic to the best advantage of the Republic and creditably and favorably to your own interests.

"'I have also agreed that you shall have a vacation of one month each year, at such time between June 1 and September 1 as may cause the least inconvenience to the business interests of the paper.

"' The salary herein provided represents the largest amount the management of the Republic believe should be paid anyone for the duties you will be called upon to perform as city advertising solicitor, but if at any time the character of your work, or the extent of increased business you may secure, may fairly justify a change of mind on the part of the conductors of the paper, I take pleasure in agreeing that an increase of one thousand ($ 1,000)per annum shall be made in your salary.

"'This agreement shall be in force whenever your signature is attached in attestation of your acceptance of its conditions.

"'(Signed)Chas. W. Knapp,

"'Publisher of the Republic.

"'Accepted: (Signed)Wm. T. Blaine.'

"Plaintiff further states that afterwards, to wit, on the first day of January, A.D. 1890, he entered upon the performance of said contract and performed and continued to perform and comply with all of the provisions and conditions thereof, on his part to be done and performed, up to and until, to wit, the twenty-second day of March, A.D. 1893, when by and with the consent of defendanthe ceased to render further service thereunder.Plaintiff avers that service rendered by him to defendant under said contract, was of the highest and best order and of an unusual character, most fitted to successfully and profitably effectuate the object and purpose thereof; that by his said service the amount and volume of business done by defendant, by way of advertisements in said newspaper, was increased at least sixty thousand dollars annually for each and every year of said employment, to the great profit of defendant; and that the rates paid defendant for said advertisements were increased from time to time over what the defendants' rates or charge for like advertising had been immediately before the time of said employment at least seventy-five per centum and that the amount of space used by said advertisers was also increased at least seventy-five per centum, all to the great profit of defendant, whose total net profit from said advertising business was, by means of plaintiff's said services, increased per centum, annually, on the average, during said term of service.That at all times during plaintiff's employment the work and service rendered defendant by the plaintiff, under and in compliance with said contract and the amount of business, as well as the profits thereof, secured defendant thereby, fairly justified and is and was reasonably worth an increase of $ 1,000 per year in the salary or compensation to be paid and payable plaintiff by the defendant, under the terms and condition of said contract; that at the time plaintiff ceased to render defendant his service as aforesaid, there was due and payable to plaintiff from defendant, under the terms of said contract, for his said services, the sum of $ 3,234, payment of which plaintiff then demanded of the defendant; but that said defendant refused and still refuses to pay the same or any part thereof, to plaintiff's damage in the sum of $ 3,234, for which, with interest as allowed by law, plaintiff prays judgment with all other necessary and proper relief."

Defendant demurred to the petition upon the ground that it does not state facts sufficient to constitute a cause of action.

The court sustained the demurrer, and plaintiff refusing to plead further, judgment was rendered for defendant on the demurrer, from which judgment plaintiff appeals.

It is argued by plaintiff that it stands admitted by the demurrer as alleged in the petition, that the plaintiff commenced work under the contract January 1, 1890, and continued to work thereunder until the twenty-second of March, 1893, when by mutual consent his services ceased.That during this period his services were peculiarly and unusually successful, and resulted in the increase of respondent's advertising business $ 60,000 annually, and in the successful and profitable increase of its advertising rates or charges by at least seventy-five per cent.That he fully complied with the contract on his part, and "that at all times during plaintiff's employment the work and service rendered defendant by him, under and in compliance with said contract, and the amount of business, as well as the profits thereof, secured defendant thereby, 'fairly...