Coffin v. Landis

• Decision Date: 01 February 1864
• Citation: 46 Pa. 426
• Parties: Coffin <I>versus</I> Landis.
• Court: Pennsylvania Supreme Court

46 Pa. 426

Coffin versus Landis.

Supreme Court of Pennsylvania.

February 1, 1864.

ERROR to the District Court of Philadelphia.

COPYRIGHT MATERIAL OMITTED

George H. Earle and Richard P. White, for plaintiff in error. —The only question for decision arises on the construction of the written contract upon which suit was brought. It was made to secure the services of the plaintiff in establishing a colony on a tract of waste land, and in selling the land in parcels to the settlers. A peculiar and distinguishing feature was, that the employee was, by implication, to relinquish his business, and give a large amount of time and labour in consideration of a promise that he should receive a portion of the profits, for the earning of which he was paving the way. The defendant contends that, because the contract contains no express limitation of time, he had the right, after putting plaintiff to all this expense, and after having the benefit of his labour, to dismiss him without notice, without cause, and without remuneration, at the very moment when the first of the promised profits were about to be realized. This would be to make the contract an unconscionable one, and would offer a premium for fraud, by enabling one of the parties to take advantage of his own wrong, and secure the labour of the other without remuneration. The intention of the parties must govern; but the court will lean in favour of construing the intent to be fair and reasonable, not fraudulent on one side and foolish on the other: See Strong v. Gregory, 19 Ala.; Brown v. Slater, 16 Conn. 192; Worrall's Accounts, 5 W. & S. 111. It is submitted that this agreement, if a continuing one, without express or implied limitation, would entitle plaintiff to reasonable notice, for "continuing contracts are terminable only on reasonable notice or by consent:" Addison on Contracts 1072. The settlements are stipulated to be made monthly; hence it must have been intended to run for not less than a month, and a month's notice at least would be required.

Being a general hiring of an employee to assist in the transactions of a certain business, it would be presumed, in the absence of other limitation, to be a hiring for a year: Huttman v. Boulnois, 2 C. & P. 510; Fawcett v. Cash, 5 B. & Ad. 907. But when we look to the general intent of the instrument, we find it had for its object the disposal of a certain tract of land in parcels, and that it was in the carrying on and completion of this enterprise that plaintiff was hired to assist. Here, then, we have a certain fixed and definite limitation, which must have been in the minds of both the parties, and with direct reference to which the contract was made. Until the completion of the enterprise, plaintiff's services were needed; beyond that, there was no opportunity for their exercise. Hence there was no need of expressing a limitation which was fixed by the subject-matter of the agreement itself.

The court below seem to have considered the point ruled in Peacock v. Chambers; but in that case there was nothing in the agreement or the business which could be seized on as a limitation, and there was a fixed and definite measure by which remuneration could be calculated to the time of discharge.

B. H. Brewster and George L. Crawford, for defendant.— "What was the tenure of the employment by the contract, necessarily of mutual obligation on the defendant to retain, and the plaintiff to serve?" Was it until all the land should be sold, or for a year or a month, or at the pleasure of the parties? The contract was made October 2d 1861, the plaintiff brought his suit January 27th 1862. If the employment was until all the land was sold, or for a year, may it not be asked if this action is not premature? The employment is at pleasure, unless the parties have by their contract made it otherwise. The onus is in him who claims it to be otherwise to show where the contract so provides. The analysis of the contract in the defendant's counter statement shows there is no clause of the contract making it otherwise.

The written contract is the expression of the intention of the parties, and the law will not add to it an imagined speculative intent: Aspden v. Austin, 5 Ad. & El. (N. S.) 671; Dunn v. Sayles, 5 Id. 685. But the recent decision of the Supreme Court, in Peacock et al. v. Cummings et al., Leg. Int. for 1863, p. 196, disposes of this case. Here the contemplated enterprise was indefinite in duration, and might extend beyond their lives, was hazardous, and might be unprofitable — other schemes and opportunities for the disposition of his land might occur to Landis — other employments or opportunities more advantageous might occur to Coffin. If either were bound to the other until all the land be sold, the obligation was mutual, it may be for life; if the enterprise should prove unprofitable, although they should see it would prove so, Coffin would be obliged to devote all his time, services, and abilities, without compensation, to it for that time, leaving him, possibly for life, without the means of livelihood. Landis might retain Coffin's services, going on to sell, to diminish his loss, and Landis would be debarred from any other disposition of his land by gift, devise, or surrender, or withdrawing it from the market.

The situation of the parties and the subject-matter precluded any other agency than one of trial, determinable by either party, and the law will not add to the contract what the parties doubtless or possibly have designedly abstained from adding, upon a vague conjecture of a possible different intention. The nature of the employment was an agency for the sale of land, a usual commercial agency, and by the law of principal and agent, the relation is revocable at pleasure: Story on Agency, § 463, 464; Smart v. Sandars, 5 Man. Gr. & S. 895. The contract itself contains evidence that the parties contemplated the employment might terminate at any time, where it provides that "while the said Coffin is engaged in this business," his employment should be exclusive on both sides.

As to the 2d point, that there being no time fixed by the contract for the duration of the agency, it is general, and the law will imply a covenant to employ for a year; the plaintiff cites Huttman v. Boulnois, 2 C. & P. 510, and Fawcett v. Cash, 5 B. & Ad. 907. The presumption of a yearly employment from a general employment, without any engagement as to the duration of the service, does not arise in every case of employment, else agencies would not be revocable at pleasure, without express stipulation to that effect. It only applies to cases of domestic, menial, and husbandry servants, and similar classes of service of a permanent and humble nature: Chitty on Contracts 502. Huttman v. Boulnois was the case of a clerk, and the engagement there was for a yearly salary; Fawcett v. Cash was the case of a warehouseman, where the salary was to be at the rate of 12l. 10s. per month for the first year, and advance 10l. per annum until the salary be 180l.; the salary in this class of service raising an implication of yearly employment, as in the last case: Holcroft v. Barber et al., 1 C. & K. 4. See also Chit. on Cont. 502, 503; Butterfield v. Merlin, 3 C. & K. 163; Baxter v. Nurse, 6 M. & G. 938; Addison on Contracts 431.

The citation of Addison on Contracts 1072, for the proposition that continuing contracts are terminable only on reasonable notice, &c., does not support that proposition; and if the employment in this case be not until all the land be sold, or for a year or month, it is at pleasure of either party.

The opinion of the court was delivered, February 1st 1864, by STRONG, J.

The question reserved in the court below was, whether, under the contract between the parties, it was the...