Chisholm v. Ultima Nashua Industrial Corporation, 2002-456.
| Decision Date | 14 October 2003 |
| Docket Number | No. 2002-456.,2002-456. |
| Parties | DONALD P. CHISHOLM, JR. v. ULTIMA NASHUA INDUSTRIAL CORPORATION <U>&</U> <U>a</U>. |
| Court | New Hampshire Supreme Court |
Wiggin & Nourie, P.A., of Manchester (Meredith P. Cook and Mary Ann Dempsey on the brief, and Ms. Cook orally), for the plaintiff.
Zahra Jenab & Company, of North Vancouver, British Columbia, Canada (Zahra Jenab on the brief), and Sulloway & Hollis, P.L.L.C., of Concord (Eleanor H. MacLellan on the brief and orally), for the defendants.
The plaintiff, Donald P. Chisholm, Jr., brought an action in Superior Court (Groff, J.) against the defendants, his former employer, Ultima Nashua Industrial Corporation (Ultima), and its president, Anoosh Kia Manesh (Kia), alleging breach of contract and violation of RSA chapter 275. The jury found Ultima liable to Chisholm for severance pay in the amount of $36,058. In addition, the jury found Kia personally liable for $36,058 in liquidated damages. The defendants appeal the order of the superior court denying their motion to set aside the verdict. We affirm.
The jury could have found the following facts. Chisholm began working for Ultima in November 1998 as the director of operations. In late November 1998, Chisholm and Daniel Dumont, a prospective Ultima employee, met with Kam Mehrina, Kia's business partner and the president of Ultima, to discuss the terms of Chisholm's and Dumont's employment. At the direction of Mehrina, Chisholm typed and printed a document entitled "Proposed Employment Contract Outline — Donald P. Chisholm and Ultima Nashua Industrial Corp."
The proposed employment contract outline set forth a number of provisions regarding the terms of Chisholm's employment with Ultima. The first provision specified a yearly salary of $75,000. The second provision stated that health, dental and disability insurance would be provided by Ultima. The next provision, entitled "vacation," was crossed out and initialed by Mehrina. The fourth and fifth provisions concerned a 401(k) plan and bonuses but contained blanks regarding the amount of matching 401(k) contributions and the frequency of bonuses. The sixth and final provision stated:
Severance package to include a six month period where salary and benefits are paid by Ultima Nashua Industrial, or if UNIC ceases to exist, by Canadian Communications Consortium or by some other means suitable to all parties. This package will be available if D. Chisholm is terminated, or leaves UNIC for any reason other than seeking other employment.
The document was signed by both Mehrina and Chisholm and was witnessed by Dumont. The document was not dated.
Kia testified that he was unaware of the proposed employment contract outline until one week after Chisholm left Ultima, and that Mehrina, who left the company in April or May of 1999, had no authority to execute or sign the document on behalf of Ultima.
In October 1999, Kia telephoned Chisholm, told him that Ultima needed to reduce costs, and asked him to take a $20,000 cut in pay. Kia and Chisholm agreed that this issue would be resolved prior to Chisholm's one year anniversary with Ultima. On November 4, 1999, two Ultima employees delivered a fax from Kia to Chisholm relieving him of his duties immediately. The fax stated that Ultima was "willing to offer [Chisholm] part time or project based contracts." In response, Chisholm sent a fax to Kia "invoking the terms of the severance package." Kia provided Chisholm with one week of severance pay from Ultima.
In May 2002, a two-day jury trial was held in which Chisholm claimed that Ultima and Kia were liable for breach of contract and liquidated damages under RSA chapter 275. The jury returned a verdict against Ultima in the amount of $36,058 and against Kia in the amount of $36,058.
Upon reading the general verdict forms in chambers, the parties agreed that the jury intended to award a total verdict of $ 36,058 to Chisholm. After the parties left the courtroom, however, the court questioned the jury to confirm that it did not award liquidated damages. After some jurors responded that they did indeed award liquidated damages, the court asked the jury to return to the deliberation room and asked counsel for both parties to return to the courtroom. After conferring with counsel, the court brought the jury back into the courtroom and "inquired of the foreperson whether any of the verdicts represented severance pay and whether any of the verdicts represented liquidated damages." When the foreperson began to explain how the jury arrived at its verdict, the court asked the jury to return to the deliberation room. After consulting with counsel for a second time, the court sent the jury the following written question: "What damages are represented by each of your verdicts?" In response the jury wrote that:
The defendants filed a motion to set aside the verdict. The trial court denied the defendants' motion and this appeal ensued.
The defendants make five arguments on appeal: (1) that the proposed employment contract outline was not an enforceable written employment agreement; (2) that since there was a legitimate dispute regarding whether there was an enforceable employment agreement, the trial court erred in permitting the jury to impose liquidated damages; (3) that the plaintiff waived his right to seek modification of the jury verdict; (4) that the plaintiff is estopped from challenging the verdicts; and (5) that the trial court erred when it made an ex parte inquiry of the jury. We address each argument in turn.
The defendants moved to set aside the verdict, arguing that as a matter of law, the proposed employment contract outline was not an enforceable contract. We will uphold a denial of a motion to set aside the verdict where there is sufficient evidence in the record to support the ruling. Vachon v. New England Towing, Inc., 148 N.H. 429, 430 (2002). We will not set aside a jury verdict unless it is conclusively against the weight of the evidence or if it is the result of mistake, partiality or corruption. Id. "Conclusively against the weight of the evidence should be interpreted to mean that the verdict was one no reasonable jury could return." Id.
Offer, acceptance and consideration are essential to contract formation. Tsiatsios v. Tsiatsios, 140 N.H. 173, 178 (1995). "A valid offer may propose the exchange of a promise for a performance . . . ." Id. (quotation omitted). An offer may be accepted by commencement of performance. Id. Consideration is present if there is either a benefit to the promisor or a detriment to the promisee. Id.
In addition, there must be a meeting of the minds in order to form a valid contract. Id. A meeting of the minds is present when the parties assent to the same terms. Id. This is analyzed under an objective standard. Estate of Younge v. Huysmans, 127 N.H. 461, 465 (1985).
We have held that "when there is a disputed question of fact as to the existence and terms of a contract it is to be determined by the trier of fact . . . ." Maloney v. Company, 98 N.H. 78, 82 (1953). Before such issues can be submitted to the jury, however, the trial court must determine whether there is "any evidence from which it could be found that there was a contract between the parties[.]" Id.
The record contains sufficient evidence upon which a trier of fact could find that the elements of contract formation were satisfied. The jury could have found that Ultima's promise to provide Chisholm with the benefits set forth in the proposed employment contract outline was an offer. Mehrani, the president of Ultima, signed the document. In addition, the jury could have found that in exchange for Ultima's promise, Chisholm provided consideration when he served as Ultima's director of operations for nearly one year. Ultima benefited from Chisholm's continued employment.
The defendants argue that the document is unenforceable because several of the terms are "not clear or specific or even complete." We have held that "while it is true that contracts . . . must be definite in order to be enforceable, the standard of definiteness is one of reasonable certainty and not `pristine preciseness.'" Phillips v. Verax Corp., 138 N.H. 240, 245 (1994). As we said in Panto v. Moore Business Forms, Inc., 130 N.H. 730, 733 (1988), the important consideration is not whether the document is "a paradigm of draftsmanship," but whether "its general structure and specific provisions are reasonably clear."...
To continue reading
Request your trial