Delorafano v. Delafano

• Decision Date: 07 March 1956
• Citation: 333 Mass. 684,132 N.E.2d 668
• Parties: Robert DELORAFANO v. Stacia DELAFANO, Administratrix, et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 668

132 N.E.2d 668

333 Mass. 684

Robert DELORAFANO v. Stacia DELAFANO, Administratrix, et al.

Supreme Judicial Court of Massachusetts, Norfolk.

Argued Feb. 6, 1956.

Decided March 7, 1956.

Vincent R. Brogna, Boston (Louis J. O'Malley, Boston, with him) for plaintiff.

Joseph Gorfinkle, Boston, for defendants.

Before QUA, C. J., and RONAN, SPALDING, COUNIHAN, and WHITTEMORE, JJ. WHITTEMORE, Justice.

The defendants appealed from a final decree adjudging that the individual defendant and the corporate defendant are each indebted to the plaintiff in amounts stated in the decree.

The evidence is printed in the record but it is not properly before us and we have not considered it. Notwithstanding the amendment of G.L. (Ter.Ed.) c. 214, § 24, by St.1947, c. 365, § 1, it is still necessary, in order to bring the evidence here, that there be a request in the Superior Court, there acted upon, in accordance with rule 76 of that court. Teal v. Jagielo, 327 Mass. 156, 157, 97 N.E.2d 421.

The plaintiff sued inter alia to require his father, the original individual defendant, to transfer to him the majority of the shares of the corporate defendant, and to require his father and the corporate defendant to pay him the amount of his alleged loss of earnings sustained in giving up other employment and going to work, first for his father, and later for the corporate defendant when it succeeded to the business.

The judge found 'all the material facts,' and ruled '(I) that the oral promise made by the individual respondent to the petitioner is too indefinite, and, therefore, is unenforcible; (II) that, although the individual respondent's oral promise to the petitioner is not enforcible because of indefiniteness, the services rendered by the petitioner to the respondents give rise to a quasi contractual obligation, which, in equity and good conscience, require the respondents to pay to the petitioner the fair market value of the services rendered by him to the respondents.'

As a basis for the liability of the corporate defendant the judge found '(9) that the corporate respondent ratified and adopted the act of the individual respondent in employing the petitioner and accepted the petitioner's full-time work * * *.'

The docket entries show that the document containing the 'Findings, Rulings, and Order for Decree' was filed March 22, 1955, that on March 30, 1955, the death of the individual defendant Arthur Delorfano was suggested, and that on April 7, 1955, a motion to substitute the present individual defendant, Stacia Delafano, as special administratrix of the deceased's estate, was filed and allowed by consent. The decree adjudges the indebtedness of Stacia Delafano as special administratrix.

The rulings, we hold, were erroneous.

The judge found in respect of the making of the subject contract the following: 'The respondent said: 'Why don't you come to work for me? The store is going to be yours if anything happens to me.' The petitioner said: 'I would like to go to work for you.' At another time the individual respondent said to the petitioner's wife that he would leave everything to his son. The individual respondent agreed to pay the petitioner a weekly salary of fifty dollars and to give him meat and provisions valued at ten dollars once each week, as wages for ithe work which the petitioner agreed to perform. The individual respondent further agreed that if business would improve he would increase the petitioner's wages. * * * The petitioner left his job and went to work for the individual respondent as a salesman in the said store. * * * I find (1) that the individual repondent did not make the oral promise to transfer and to deliver to the petitioner the 88 shares of the capital stock of Arthur's Flavorland, Inc., at any time during his, the respondent's lifetime; (2) that the oral promise made by the individual respondent to the petitioner was, in substance, that if anything would happen to the individual respondent, the store business was going to be the petitioner's; (3) that the individual respondent, by his declarations and conduct, did not manifest the intention to give to the petitioner the said stock during his, the respondent's, lifetime; (4) that the petitioner in good faith assumed, believed and expected that the respondent would transfer and deliver to him the said stock soon after the petitioner had started to work in the said business for the respondent; (5) that there was no meeting of the minds between the petitioner and the respondent with respect to the essential terms and conditions of the employment arrangement and the transfer and delivery of the said stock.'

The foregoing include definite findings to the effect that the father promised the son that if he would come to work for him he would pay him $50 a week in cash and $10 a week in kind, and that if anything happened to the father the store business was going to be the son's. There was nothing so indefinite about these promises as to cause the contract to fail. Contracts to leave property upon death, if in writing, are actionable, Howe v. Watson, 179 Mass. 30, 60 N.E. 415, and if oral, and the statute of frauds is pleaded, give rise to a right by way of quantum meruit. Donovan v. Walsh, 238 Mass. 356, 130 N.E. 841; Dixon v. Lamson, 242 Mass. 129, 136 N.E. 346; Hollister v. Old Colony Trust Co., 328 Mass. 225, 102 N.E.2d 770; Turner v. White, 329 Mass. 549, 109 N.E.2d 155. The agreement to increase wages if business should improve ¹ did not fail for indefiniteness. Cygan v. Megathlin, 326 Mass. 732, 96 N.E.2d 702.

It is apparent that the finding, by way of conclusion, 'that there was no meeting of the minds,' is based on the prior finding that the son 'in good faith assumed, believed and...