Chamberlain v. Detroit Stove Works

• Decision Date: 18 December 1894
• Court: Michigan Supreme Court
• Parties: CHAMBERLAIN v. DETROIT STOVE WORKS.

61 N.W. 532

103 Mich. 124

CHAMBERLAIN v. DETROIT STOVE WORKS.

Supreme Court of Michigan

December 18, 1894

Error to circuit court, Wayne county; Joseph W. Donovan, Judge.

Action by Lewis H. Chamberlain against the Detroit Stove Works. There was judgment for plaintiff, and both parties appeal. Affirmed.

Alfred Lucking (John D. Conely, of counsel), for plaintiff.

F. A Baker, for defendant.

HOOKER J.

The defendant is a manufacturing corporation organized under the act of 1853, by the terms of which act its management is lodged in a board of directors elected annually. The officers, including president and secretary, were elected annually. In June, 1885, the president died, and was succeeded by the vice president, Mr. Barbour, who was regularly elected president in the following January, and has since held the office. Previous to the death of the former president, the plaintiff was employed in the office of the company at an annual salary of $3,500. Having acquired some stock, he was made a director at the annual meeting of the stockholders in January, 1886, and upon the same day he was elected secretary, and was regularly re-elected each year up to and including 1891. In December, 1886, he was credited with $3,500, and in April, 1887, with $500, for salary in 1886. The testimony upon both sides shows that in January 1889, a conversation occurred between the plaintiff and the president, wherein it was agreed that the plaintiff's salary should be $5,000 for 1888, and $6,000 for 1889. The plaintiff stated that he thought, but was not positive, that it was agreed that he should have $6,500 for 1891. Mr Barbour stated that the conversation covered two years only, and that nothing was said about a salary of $6,500. The plaintiff was paid $5,000 for 1888. They agreed that he did not receive $6,000 for 1889, and that only $5,000 was credited. Chamberlain's version is that in January, 1890, a talk was had, in which he agreed to waive for the time being the advance in salary, until such time as he (the president) could, or until such a future time as he would, make it good; that, with that understanding, Chamberlain would postpone the payment of it; and that Barbour would ultimately make it good to him. The talk grew out of the fact that the yearly balance was unsatisfactory. He said further that the $1,000 was to be paid later. Mr. Barbour stated that Mr. Chamberlain said to him, "It has not been a properous year, and you can make my salary the same as last year,-five thousand dollars,"-and that not a word was ever said about the payment of $1,000 at a subsequent time. Chamberlain was credited with and drew $5,000 a year from that time. In May, 1892, the annual meeting which should have been held in January, 1892, was held. Chamberlain was not elected director. The new board met the same day, and another was elected secretary in place of Mr. Chamberlain. On May 10, 1892, the president sent a letter to Chamberlain, requesting his resignation; saying that Mr. Shaddinger would succeed him, and that his salary would be allowed to July 1st. To this Chamberlain responded, claiming the full year's salary, in view of his not having received notice in January, and also in view of the agreement made when his salary was advanced in 1888. He also asked him, in considering the proposition, not to forget that Mr. Teft, the former president, had intended to present him (Chamberlain) with stock to the value of $1,000, which intention Barbour had repeatedly said that he would, in due time, make good. After the year expired he commenced this action, claiming (1) $1,000 for the year 1889; (2) $1,500 for back salary for 1890; (3) $1,500 for back salary for 1891; (4) $279.26 for balance of salary to June, 1892; (5) $2,500 for salary from July 1, 1892; (6) $1,500 for additional salary for 1892, to make $6,500. It seems to be conceded that he recovered only for the 1st, 4th, and 5th items. Both parties appeal, defendants contending that he should not have been allowed to recover any sum, as he stopped working May 31, 1892.

The agreement to pay $6,000 for 1889 is clearly proved, and it is as satisfactorily shown that the services were fully performed under that arrangement. It is significant that no credit was ever made of the $1,000, and that no demand for the same was ever made; also that in his letter the plaintiff did not demand $1,000 as his due upon the salary for 1889 but asked consideration of the 1888 agreement in connection with his offer to "terminate his connection with the house on the basis of such a settlement." Unless we can say, however, that the evidence wholly fails to show a right to recover, we must find, at the least, a question of fact for the jury, upon the testimony. Counsel's brief says that the "transaction, as stated by the plaintiff, is so indefinite and shadowy that the court below should have instructed the jury not to allow this item. ...