Davis v. Pioneer Life Ins. Co. of America

• Decision Date: 01 June 1914
• Citation: 172 S.W. 67,181 Mo.App. 353
• Parties: GEORGE L. DAVIS, Respondent, v. PIONEER LIFE INSURANCE COMPANY OF AMERICA, formerly ST. LOUIS NATIONAL LIFE INSURANCE COMPANY, Appellant
• Court: Kansas Court of Appeals

172 S.W. 67

181 Mo.App. 353

GEORGE L. DAVIS, Respondent, v. PIONEER LIFE INSURANCE COMPANY OF AMERICA, formerly ST. LOUIS NATIONAL LIFE INSURANCE COMPANY, Appellant

Court of Appeals of Missouri, Kansas City

June 1, 1914

Appeal from Jackson Circuit Court.--Hon. Thos. J. Seehorn, Judge.

REVERSED AND REMANDED.

Judgment reversed and cause remanded.

Howard & Washburn for appellant.

Paul R Stinson and E. R. Busiek for respondent.

OPINION

JOHNSON, J.

--This is a suit to recover damages for the breach of a contract of employment. Plaintiff, a practicing lawyer in Kansas City alleges in his petition that on March 22, 1911, the defendant Insurance Company entered into a contract with him by the terms of which it employed him "as its general counsel for the period of one year . . and agreed that in consideration of plaintiff performing the duties of general counsel and legal adviser for defendant for said period the defendant would pay him for such services the sum of $ 1800" and "that on or about May 13, 1911, defendant without just cause or excuse, wrongfully discharged plaintiff from its employment and wrongfully refused to allow plaintiff to continue to perform his duties as general counsel as provided by said contract." The petition admits payment of $ 275 on account of the services rendered under the contract and the prayer is for judgment in the sum of $ 1525. The suit was begun in the circuit court of Jackson county after the expiration of one year from the date of employment. The principal defense is that the employment was not for one year but for an indefinite period and therefore, was revocable at the will of defendant.

It appears from the evidence that certain friends and clients of plaintiff obtained control of a majority of the capital stock of the defendant corporation, the headquarters of which were at St. Louis, and at a meeting of the board of directors regularly called and held on March 21, 1911, changes were made in the personnel of the board and of the executive officers and it was decided to move the general office from St. Louis to Kansas City. Plaintiff was elected to fill a vacancy caused by the resignation of one of the directors and was also elected general counsel at a salary of $ 1800 per year. Other officers were elected at the same time and the minutes show that they "were elected to serve during the ensuing year or until the next annual meeting of stockholders." These minutes were regular and were signed by the president and secretary. Plaintiff entered upon the performance of the duties of general counsel and continued in the employment until May 13, 1911, when the board of directors at a regular meeting passed a resolution that he "be and is hereby for good and sufficient cause removed as a director and general counsel of this company forthwith" and he was summarily dismissed from the employment. He and his associates had lost control of a majority of the stock, in a manner not now important, and were displaced from the directorate and executive offices to give places to their successful antagonists. Though the resolution recites that the discharge of plaintiff was "for good and sufficient cause" there is evidence tending to show that the new directors were moved to such action by no other reason or motive than that of substituting their own lawyer, with whom they had sustained close and intimate relations for many years, for plaintiff, a comparative stranger. As one of the directors expressed it, "We wanted to put in our own attorney--a man's attorney is, or is with me, the same as his doctor. I want the man I believe in." Plaintiff demanded that he be retained in the office of general counsel, challenged the authority of the board to remove him and notified the board that he would resort to litigation to enforce his rights under the contract. His demand and threat were ignored and he was not allowed to perform any of the duties of his office. The next annual meeting of the stockholders following the date of the employment was fixed on some date in January, 1912. The precise date is not shown but we infer that defendant's by-laws prescribed a day in January for the holding of such meetings.

Counsel for defendant argue that the demurrer to the evidence should have been sustained on the ground that the contract of employment, as shown by the minutes, was for an indefinite term and that defendant had the right to terminate it at will.

The rule is well...