Bradford v. Weber
| Decision Date | 24 March 1988 |
| Citation | 138 A.D.2d 860,525 N.Y.S.2d 968 |
| Parties | Richard A. BRADFORD, Appellant, v. Peter B. WEBER, et al., Respondents. |
| Court | New York Supreme Court — Appellate Division |
Dreyer, Kinsella, Boyajian & Tuttle (James B. Tuttle, of counsel), Albany, for appellant.
McNamee, Lochner, Titus & Williams (G. Kimball Williams, of counsel), Albany, for respondents.
Before WEISS, J.P., and YESAWICH, LEVINE and HARVEY, JJ.
Appeal from a judgment of the Supreme Court (Doran, J.), entered July 17, 1986 in Albany County, upon a verdict rendered in favor of defendants.
Defendant Peter B. Weber (hereinafter Weber) is president and sole shareholder of defendant Rushmore & Weber, Inc. (hereinafter Rushmore & Weber), a small, closely held corporation which sells, rents and services new and used forklift trucks. Rushmore & Weber primarily sells forklifts manufactured by Clark Equipment Company (hereinafter Clark) and is an authorized Clark dealer; Weber is an authorized Clark dealer principal. A number of years ago, Weber became interested in hiring someone with experience in the Clark system who would manage the daily operations of Rushmore & Weber and eventually replace himself as a Clark dealer principal.
Plaintiff had worked with Clark products for nine years and was a sales manager when he met Weber in 1979. After an extended period of negotiations, it was agreed that plaintiff would come to work for Rushmore & Weber as its marketing manager. An employment agreement executed by plaintiff and Weber, as president of Rushmore & Weber, provided that plaintiff could be terminated only as follows By Company, after showing good cause. "Good cause" as used in this subparagraph shall be defined as any willful and continued personal misconduct, action or inaction on the part of [plaintiff] that is damaging or detrimental to the Company's business.
As part of the same transaction, plaintiff and Weber executed a stock option agreement which gave plaintiff the right to acquire stock in Rushmore & Weber upon certain terms and conditions. This agreement provided that plaintiff, Weber and Rushmore & Weber would execute an attached shareholder's agreement at the time plaintiff elects to purchase stock. The shareholder's agreement provided for the repurchasing of plaintiff's stock upon the termination of his employment with the company.
In January 1982, plaintiff began working for Rushmore & Weber as marketing manager. In September 1982, plaintiff notified Weber in writing of his intention to exercise his first stock option pursuant to their agreement. Thereafter, Rushmore & Weber's board of directors (hereinafter the board) met and discussed plaintiff's performance with the company. At that time the board agreed that plaintiff should be advised to seek other employment and that Weber should not sell the stock to plaintiff because Weber would only repurchase it pursuant to the shareholder's agreement after plaintiff's employment was terminated. Weber advised plaintiff of the board's recommendation in October 1982. After plaintiff commenced the present litigation his employment at Rushmore & Weber was terminated. Within two weeks plaintiff had commenced new employment with another Clark dealership.
At trial plaintiff sought to prove that defendants had breached their employment contract and had intentionally interfered with plaintiff's contractual rights under the stock option agreement. At the close of all evidence, Supreme Court dismissed the cause of action for intentional interference with contractual rights. The jury unanimously found by special verdict that plaintiff was terminated for "good cause" as defined in the employment contract. Plaintiff moved to set aside the verdict as contrary to the weight of the evidence. Supreme Court denied the motion and this appeal by plaintiff ensued.
Plaintiff's first contention on appeal is that Supreme Court erred in dismissing his cause...
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...19, 1982); Fisher v. Maxwell Communications Corp., 205 A.D.2d 356, 613 N.Y.S.2d 369, 370 (1st Dep't 1994); Bradford v. Weber, 138 A.D.2d 860, 525 N.Y.S.2d 968, 970 (3d Dep't 1988); Murphy v. Capone, 120 A.D.2d 714, 502 N.Y.S.2d 511, 511 (2d Dep't 1986). If the "tortfeasor" is a party to the......
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Martin v. Highland Indus., Inc.
...as part of a single integrated transaction, the agreements will be considered to constitute one contract. See Bradford v. Weber , 138 A.D.2d 860, 862, 525 N.Y.S.2d 968 (1988) ; see also Restatement (Second) of Contracts § 202 ("[A]ll writings that are part of the same transaction are interp......
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Tillman v. Highland Indus., Inc.
...as part of a single integrated transaction, the agreements will be considered to constitute one contract. See Bradford v. Weber , 138 A.D.2d 860, 862, 525 N.Y.S.2d 968 (1988) ; see also Restatement (Second) of Contracts § 202 ("[A]ll writings that are part of the same transaction are interp......
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Werner v. Katal Country Club
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