Campbell v. Sheraton Corp. of America

• Court: Missouri Supreme Court
• Writing for the Court: PER CURIAM
• Citation: Campbell v. Sheraton Corp. of America, 363 Mo. 688, 253 S.W.2d 106 (Mo. 1952)
• Decision Date: 10 November 1952
• Docket Number: No. 43058,No. 2,43058,2
• Parties: CAMPBELL v. SHERATON CORP. OF AMERICA et al

Page 106

253 S.W.2d 106

363 Mo. 688

CAMPBELL v. SHERATON CORP. OF AMERICA et al.

No. 43058.

Supreme Court of Missouri, Division No. 2.

Nov. 10, 1952.

Motion for Rehearing or to Transfer to Court en Banc Denied

Dec. 8, 1952.

R. C. Reis, St. Louis, for plaintiff-appellant.

Leo F. Laughren, St. Louis, for defendants-appellants.

BOHLING, Commissioner.

Leas Campbell was awarded $15,732.61 damages against Sheraton Corporation of America, a New Jersey corporation, and Coronado Hotel Company, a Missouri corporation, for the breach of a contract. We retain the designation of the parties in the trial court. Each litigant appealed. The trial was to the court, and the review is upon both the law and the evidence as in suits of an equitable nature. Section 510.310(4) RSMo 1949, V.A.M.S.

We do not set out the pleadings as the issues hereinafter discussed are preserved in the record for review. The main controversies relate to whether a letter of April 10, 1948, constitutes a sufficient memorandum of the employment of plaintiff for one year under a contract not to be performed within a year from the making thereof as General Manager of the Sheraton-Coronado Hotel in St. Louis, Missouri, from April 24, 1948, to April 24, 1949, at a salary of $12,000 per year, and the maintenance at said hotel of plaintiff and his family; whether said contract is governed by the laws of the state of Massachusetts with respect to its execution, validity, and interpretation, the contract having been made in Massachusetts, or by the laws of the state of Missouri where it was to be performed; and if plaintiff be entitled to recover under the contract, whether the judgment is excessive, as contended by defendants, or inadequate as contended by plaintiff upon his appeal.

Defendant Sheraton Corporation performed certain services for defendant Coronado Company. It had authority to employ managers for the Coronado Company, acted as agent for the Coronado Company in the instant transaction, and plaintiff was employed by and was to be paid by the Coronado Company.

Leas Campbell, plaintiff, lives at New Orleans, Louisiana. He had had experience as a manager and owner of hotels. A short time prior to April 8, 1948, he was not employed and, while in New York, he telephoned Ernest Henderson, President of the Sheraton Corporation, in Boston, Massachusetts, on April 4 or 5. He went to Boston and on April 6, 7 and 8 had several conferences with different officials of Sheraton Corporation, including President Henderson, Vice-President and General Manager Elmer E. Boswell and Vice-President Moore. He testified the last conference was with Mr. Boswell on April 8 and resulted in an oral agreement that plaintiff was employed and would go to St. Louis as General Manager of the Coronado Hotel in St. Louis for one year, beginning April 24, 1948, and ending April 24, 1949; that he understood the salary was payable twice a month and not at the end of the year; and that he asked for a confirmation of his employment.

Mr. Boswell, as defendants' witness, testified that when plaintiff asked for a written contract he informed him they did not employ hotel managers for a definite time because they did not know how satisfactory the employee would be; that the question then arose as to what would happen if plaintiff's services were unsatisfactory, and he informed plaintiff they would give him a month's severance pay; that the only discussion about the payment of the salary was that it would be paid monthly; that he informed plaintiff he would contact his references and if they were not satisfactory, it would afford cause to take whatever action they desired; and that some of the references were not satisfactory, and plaintiff was notified he would not be employed.

Plaintiff relies upon a letter written on the Sheraton Corporation stationery and addressed to him in Louisiana, dated Boston, Mass., April 10, 1948, signed 'Sheraton Corporation of America, Elmer E. Boswell, Vice-President,' and reading:

'I am glad to confirm our conversation of April 8th; and it is a pleasure to welcome you to the Sheraton Corporation of America as General Manager of the Sheraton Hotel in St. Louis, Mo. The salary is to be $12,000 per year and maintenance for yourself and family consisting of Mrs. Campbell and two children.

'I hardly think it necessary to put this in writing but since you brought up the question, you may feel sure that should your services prove unsatisfactory we shall be glad to give you a month's severance pay. We are quite sure that such will not prove to be the case, and we all have great hopes for your future with the Sheraton Corporation of America.

'Looking forward to meeting you in St. Louis on April 24th at which time I will arrange to make the necessary releases to the trade papers, I am * * *.'

Then on April 16, 1948, a letter signed by Ernest Henderson, President of the Sheraton Corporation, advised plaintiff his services would not be needed and, stating they realized plaintiff had been put to considerable traveling expense and inconvenience, enclosed and tendered a check for $400 in full settlement.

Plaintiff, on April 27, 1948, wrote the Sheraton Corporation, stating he was holding them responsible for the breach of his contract of employment and returned the $400 check forwarded to him in the letter of April 16, 1948.

To establish that the execution, validity and interpretation of the contract is governed by the law of Massachusetts plaintiff stresses the cases of Illinois Fuel Co. v. Mobile & O. R. Co., 319 Mo. 899, 8 S.W.2d 834, 838, including a quotation therein 8 S.W.2d loc. cit. 842, from Scudder v. Union National Bank, 91 U.S. 406, 412, 413, 23 L.Ed. 245; Gray v. Metropolitan Life Ins. Co., Mo.App., 150 S.W.2d 563, 564; Baxter National Bank v. Talbot, 1891, 154 Mass. 213, 28 N.E. 163, 164, 13 A.L.R. 52; and Clark v. State Street Trust Co., 1930, 270 Mass. 140, 169 N.E. 897, 902.

The Illinois Fuel Co. case, supra, involved a contract, completed in Missouri, with two non-resident railroads for the purchase of coal at plaintiff's (an Illinois corporation's) mine in Illinois, the coal to be shipped to coal chute points on the lines of the railroads as needed and directed by the individual railroad, the coal company assuming no responsibility for the transportation or charges. In discussing whether the contract was joint and one of the railroads was liable to plaintiff for coal delivered to and used but not paid for by the other, the court said: 'The question whether the law of any state has imposed such an obligation as the one here alleged is a question of the law of contracts, and therefore involves the determination of the place of contracting, since the law of that state is the law which imposes the obligation alleged, if any such is imposed, absent proof of a contrary intention of the parties.' [319 Mo. 899, 8 S.W.2d 838.]

The Gray case, supra, involved a policy of life insurance issued and delivered in New York to a resident of New York, upon an application made in New York. Insured thereafter came to Missouri and committed suicide. The contract was held governed by the New York law, and not by the law of Missouri where insured died.

The Baxter National Bank case, supra [154 Mass. 213, 28 N.E. 164], was a suit in Massachusetts against the indorser of promissory notes executed in and made payable at plaintiff bank in Vermont. The court applied the law of the place of making, but also stated: 'Their contract is presumed to be made with reference to the law of the place where it is entered into, unless it appears that it was entered into with reference to the law of some other state or country.' The later Clark case supra, after stating the nature and interpretation of a contract commonly are governed by the law of the place of making, continued: 'A limitation upon this general rule appears to arise when it is manifest that the contract was made with a purpose by the parties that it is to be performed in a particular place and is to be construed as to its validity and meaning as well as to its mode of performance by the law of that other jurisdiction. [Citing authority.]' [270 Mass. 140, 169 N.E. 902.]

As recognized in the authorities, much confusion exists whether the law of the place of the making of the contract, or the place of its performance, or the place of the intent of the parties governs with respect to its execution, validity and interpretation. See the discussion in Re De Gheest's Estate, Mo., Mo.Sup., 243 S.W.2d 83, 87-90, a case wherein the law of the place of performance, Missouri, loc. cit. 91, was applied in ruling the validity of a contract made in France during the German occupation, mentioning, loc. cit. 88, other Missouri cases. 17 C.J.S., Contracts, Sec. 12, p. 335, II; 15 C.J.S., Conflict of Laws, Sec. 21 p. 945; 11 Am.Jur. p. 397(3). We think different factual situations may call for different results.

With respect to the law of place of performance, the Massachusetts case of Old Dominion Copper Mining & Smelting Co. v. Bigelow, 1909, 203 Mass. 159, 174, 89 N.E. 193, 200, 40 L.R.A.,N.S., 314, states: 'Where a contract is made with a purpose by the parties to it that it shall be performed in a particular place, its validity and interpretation are to be determined by the law of the place where it is to be executed. It is made with a view to that law. [Citing authority.]' The Federal District Court of Massachusetts stated this is the law of Massachusetts in the late case of Wetherell Bros. Co. v. United States Steel Company, 1952, 105...