Cygan v. Megathlin

• Decision Date: 05 February 1951
• Citation: 96 N.E.2d 702,326 Mass. 732
• Parties: CYGAN v. MEGATHLIN et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 702

96 N.E.2d 702

326 Mass. 732

CYGAN v. MEGATHLIN et al.

Supreme Judicial Court of Massachusetts, Bristol.

Argued Oct. 23, 1950.

Decided Feb. 5, 1951.

E. D. Hicks, New Bedford, W. B. Perry, Jr., New Bedford, for plaintiff.

J. Lipsitt, New Bedford, for defendants.

Beford QUA, C. J., and LUMMUS, RONAN, SPALDING and WILLIAMS, JJ.

RONAN, Justice.

This is a suit in equity to recover compensation for services rendered to the defendants. The judge construed the oral agreement of employment, in so far as it referred to any compensation in addition to $1 an hour, as too indefinite to be enforced, confirmed the master's reports as so construed, and entered a final decree for the plaintiff in the amount of $981.31, which was computed at the rate of $1 an hour, less payments made by the defendants, plus interest. The plaintiff appealed from the interlocutory and final decrees.

It appears from the master's reports that the defendants in the early part of 1946 were desirous of manufacturing marine hardware parts. They had limited financial means and desired to avoid paying a high cost for tool making. They made an oral agreement on or about April 15, 1946, with the plaintiff, an experienced tool maker, by which he was to produce the tools in the cellar of his home, using his own hand tools and other equipment located therein, together with the materials, light, power, and other equipment to be furnished by the defendants. The plaintiff was to do this work outside of the time he was regularly employed in another plant. With reference to the matter of compensation, the master reported that the parties entered into an oral contract whereby the plaintiff undertook to perform services with the understanding that, if his charges for tool making were reasonable, he was to receive initially $1 an hour and some additional compensation at a later date when the defendants 'got on their feet.' The exact nature and amount of this additional compensation were not agreed upon at the inception of the contract or at any time thereafter, although the parties before the termination of the plaintiff's services in February, 1948, and when the defendants were able to pay, attempted unsuccessfully to fix the amount of the additional compensation. The master found that the fair and reasonable rate for the plaintiff's services was $2 an hour, and upon this basis he found for the plaintiff for $2,573.35 together with interest.

The master found against the plaintiff on his original contention that he was to be paid the additional compensation in the capital stock of the new company which the defendants incorporated. The bill, however, is one to establish an indebtedness and to reach and apply shares of stock owned by the defendants and the suit was tried before the master, without objection, as a common count to recover for services rendered. The defendants raise no question of variance. The question presented is whether the oral contract of employment is so vague and indefinite that the plaintiff is not entitled to recover any compensation in excess of $1 an hour.

All the essential terms of a contract must be definite and certain so that the intention of the parties may be discovered, the nature and extent of their obligations ascertained, and their rights determined. Read v. McKeague, 252 Mass. 162, 147 N.E. 585; Thall v. Berkowitz, 265 Mass. 335, 163 N.E. 876; Geo. W. Wilcox, Inc. v. Shell Eastern Petroleum Products, Inc., 283 Mass. 383, 390, 186 N.E. 562; Michael Chevrolet, Inc., v. Institution for Savings, 321 Mass. 215, 218, 72 N.E.2d 514.

A contract is not to be struck down because one of its material provisions is stated in broad and general terms if, when applied to the transaction and construed in the light of the attending circumstances, the meaning to be attributed to it can be interpreted with reasonable certainty so that the rights and obligations of the parties can be fixed and determined. This court has gone far in enforcing contracts where the consideration to be paid by one party to the other was expressed as a fair and equitable share of the profits, Noble v. Joseph Burnett Co., 208 Mass. 75, 94 N.E. 289; to pay a sum which would be right and satisfactory, Silver v. Graves 210 Mass. 26, 95 N.E. 948; to 'make it right' with an injured employee by the payment of some compensation in addition to the sum paid for a release, Brennan v. Employers Liability Assurance Corp., Ltd., 213 Mass. 365, 100 N.E. 633, or to treat him right by the payment of some additional compensation until he was able to return to work, Ferris v. Boston & Maine Railroad, 291 Mass. 529, 197 N.E. 506; to pay an employee well and to satisfy him, Leverone v. Leverone, 220 Mass. 149, 107 N.E. 527; or to pay for services the value of which was to be left to future determination, Evers v. Gilfoil, 247 Mass. 219, 141 N.E. 926; Weiner v. Pictorial Paper Package Corp., 303 Mass. 123, 20 N.E.2d 458. See Greene v. Boston Safe Deposit & Trust Co. 255 Mass. 519, 524, 152 N.E. 107; Fenton v. Federal Street Building Trust, 310 Mass. 609, 39 N.E.2d 414; Eno v. Prime Manuf. Co., 314 Mass. 686, 691, 50 N.E.2d 401.

The defendants agreed to pay additional compensation if and when their business became sufficiently profitable to permit it and if the charges to be submitted by the plaintiff were fair and reasonable. The question is whether the contract carries with it, either expressly or...