Bravman v. Bassett Furniture Industries, Inc.

• Decision Date: 23 March 1977
• Docket Number: No. 76-1003,76-1003
• Citation: 552 F.2d 90
• Parties: 1977-1 Trade Cases 61,300 Aaron BRAVMAN, Appellant, v. BASSETT FURNITURE INDUSTRIES, INC. and Bassett Mirror Co., Inc.
• Court: U.S. Court of Appeals — Third Circuit

Page 90

552 F.2d 90

1977-1 Trade Cases 61,300

Aaron BRAVMAN, Appellant, v. BASSETT FURNITURE INDUSTRIES, INC. and Bassett Mirror Co., Inc.

No. 76-1003.

United States Court of Appeals, Third Circuit.

Argued Sept. 13, 1976.

Decided Feb. 16, 1977.

Rehearing Denied March 23, 1977.

Edwin P. Rome, Roger F. Cox, Blank, Rome, Klaus & Comisky, Philadelphia, Pa., for appellant.

J. Shane Creamer, Philadelphia, Pa., for appellee, Bassett Furniture Industries, Inc. Ralph W. Brenner, Philadelphia, Pa., for appellee, Bassett Mirror Co., Inc.; Kent S. Bernard, Montgomery, McCracken, Walker & Rhoads, Philadelphia, Pa., of counsel.

Before SEITZ, Chief Judge, and ALDISERT and GIBBONS, Circuit Judges.

OPINION OF THE COURT

GIBBONS, Circuit Judge.

This is an appeal from a final order of the district court granting the defendants' motion for directed verdicts in a suit in which plaintiff alleged violations of the federal antitrust laws and a state law claim for breach of contract. We reverse and remand for trial.

The case started as a diversity breach of contract action by Aaron Bravman, a furniture manufacturers' sales representative, against Bassett Furniture Industries, Inc. (Bassett Furniture), a furniture manufacturer. Bravman was granted leave to amend his complaint to include Bassett Mirror Co., Inc. (Bassett Mirror) as an additional defendant and to allege violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, and Section 3 of the Clayton Act, 15 U.S.C. § 14. Bravman's claim under Section 3 of the Clayton Act was dismissed on a motion for summary judgment ¹ and on November 11, 1975, a jury trial commenced with respect to the remaining claims. At the conclusion of Bravman's evidence the court granted defendants' motion for directed verdicts. No opinion was filed. Before proceeding to an examination of the evidence to determine whether the directed verdicts were properly granted a general outline of the relationships between the parties is appropriate.

Bravman is a furniture manufacturers' sales representative who solicits orders for the sale of furniture products of his client manufacturers to department stores, furniture stores, and buying offices. Bassett Furniture is a large manufacturer of wood residential furniture, including case goods and accessory tables. ² Bassett Mirror is a manufacturer of mirrors, pictures, picture frames, space dividers, and similar items. Bassett Furniture and Bassett Mirror are separate corporations. According to a tendered but rejected offer of proof they have a number of common directors.

From June 1955 to May 1959 Bravman sold case goods for Bassett Furniture in an assigned area in eastern Pennsylvania. Under this relationship Bravman was not restricted from selling the products of other manufacturers, so long as those products were not directly competitive with Bassett's case goods. During this period Bravman sold products of other furniture manufacturers which were not competitive with Bassett's case goods, including upholstered furniture, chairs, and outdoor summer furniture.

In May 1959, Bassett Furniture reorganized its marketing methods and offered Bravman the opportunity to sell the products of its table division as well as its case goods, and to sell the products of Bassett Mirror. This offer contemplated that Bravman's assigned sales territory would be reduced, and that he agree not to represent any other furniture manufacturers. Bravman accepted the offer and terminated his relationships with all other furniture companies. The terms of this agreement were not reduced to writing and there was no discussion as to duration or termination. From 1959 to May 1970 Bravman represented Bassett Furniture and Bassett Mirror on an exclusive full-time basis. At that time Bravman was informed by Bassett Furniture that he no longer represented Bassett Furniture's line of table products or Bassett Mirror's line of products. Instead, he was to devote his time to the exclusive representation of Bassett Furniture selling case

goods. Bravman protested, but eventually acquiesced and signed an acknowledgment agreeing to the changes. From May 1970 to September 1972, Bravman continued to sell Bassett's case goods. Bassett Furniture terminated the relationship in September 1972 because it discovered that shortly after Bravman lost the Bassett Furniture table line and the Bassett Mirror product line he undertook the representation of other furniture manufacturers selling furniture other than case goods. This lawsuit followed. In deciding whether the district court properly granted the directed verdicts against Bravman we must examine the evidence offered by Bravman to determine separately as to each cause of action alleged, "whether, as a matter of law, the record is critically deficient of that minimum quantum of evidence from which a jury might reasonably afford relief." Denneny v. Siegel, 407 F.2d 433, 439 (3d Cir. 1969) (collecting cases).

I THE CONTRACT CLAIM

Bravman alleges that the contractual relationship between him and the defendants was one which would continue for a reasonable time which had not expired, and that the relationship was breached: (1) in May 1970 when Bassett Furniture withdrew its table line and Bassett Mirror withdrew its entire product line from his representation, and (2) when Bassett Furniture terminated the entire relationship in September 1972. The defendants contend that the relationship was terminable at will, and that even if it was not the September 29, 1972 termination was justified by Bravman's breach of contract in handling the lines of other furniture manufacturers. Bravman contends that Bassett Furniture waived the exclusive dealing requirement of their agreement by a course of conduct in which his allotment of Bassett Furniture case goods was reduced far below what he could normally sell were he to concentrate his sales efforts on selling Bassett case goods exclusively. In the absence of an opinion we do not know which of the defendants' contentions was relied on by the district court in granting the motion for directed verdicts. On this record, however, neither ground suffices to justify a directed verdict in favor of either Bassett Furniture or Bassett Mirror.

All parties have argued the diversity contract claim on the assumption that Pennsylvania law governs. Both defendants and plaintiff urge that the appropriate Pennsylvania law with respect to the duration of their employment agreement is found in the cases dealing with employment contracts. Under Pennsylvania law an employment contract which contains no specific provision respecting duration or termination is presumed to be terminable at will unless the party asserting a contrary construction can offer evidence to rebut the presumption.

" 'The general rule is that when a contract provides that one party shall render service to another, or shall act as his agent, or shall have exclusive sales rights within certain territory, but does not specify a definite time or prescribe conditions which shall determine the duration of the relation, the contract may be terminated by either party at will. . . . It is true that such a result does not follow in every instance, because it is the intention of the parties which is the ultimate guide, and, in order to ascertain that intention, the court may take into consideration the surrounding circumstances, the situation of the parties, the objects they apparently have in view, and the nature of the subject matter of the agreement.' (Quoting Slonaker v. P.G. Publishing Company, 338 Pa. 292, 296, 13 A.2d 48, 50 (1940)).

The burden was, of course, upon the plaintiff, who was asserting to the contrary, to overcome the presumption that the contract was terminable at will. . . . This, he could do by proving the circumstances surrounding the execution of the contract, the situation of the parties, the objects they apparently had in view and the nature of the subject matter of the agreement from which the jury could infer that the contractual relationship contemplated by the agreement was Lubrecht v. Laurel Stripping Company, 387 Pa. 393, 396, 127 A.2d 687, 689 (1956) (citations omitted); accord, Cummings v. Kelling Nut Co., 368 Pa. 448, 451, 84 A.2d 323, 325 (1951); Jackman v. Military Publications, Inc., 350 F.2d 383, 385 (3d Cir. 1965); Mayerson v. Washington Manufacturing Co., 58 F.R.D. 377, 382-83 (E.D.Pa.1972). Besides recognizing that the presumption of "terminable at will" may be rebutted by evidence showing a contrary understanding by the contracting parties, the Pennsylvania cases also recognize that the presumption may be overcome by evidence showing that the plaintiff-employee gave the defendant-employer consideration in addition to the employee's normal services. ³ Upon a showing that an employee has rendered such additional consideration, e.g., sacrificing other employment opportunities, the duration of the employment contract is deemed to be for a reasonable period of time.

to endure for a reasonable time or for some particular period."

" 'It is the settled law of agency that if the agent or employee furnishes a consideration in addition to his mere services, he is deemed to have purchased the employment for at least a reasonable period where the duration of the employment is not otherwise defined.' " . . . " 'If the principal received for his promise to employ the agent considerations other than a mere promise by the agent to serve, and no time is specified by the terms of the agreement, the principal's promise is interpreted as a promise to employ the agent for a time which is reasonable in view of the purposes of the party giving the consideration.' "

Cummings, supra, 84 A.2d at 327 (quoting 4 Williston on Contracts (Rev.Ed.) § 1027-A (p. 2847 et seq.)); see, e.g., Mayerson, supra, 58 F.R.D. at 383; Lucacher v. Kerson, 158 Pa.Super. 437, 45 A.2d 245 (1946). Bravman argues that the evidence is sufficient to support a jury...