Frary v. American Rubber Co.
| Decision Date | 13 January 1893 |
| Citation | 53 N.W. 1156,52 Minn. 264 |
| Parties | A. C. Frary v. American Rubber Co |
| Court | Minnesota Supreme Court |
Submitted on briefs December 21, 1892
Appeal by plaintiff, A. C. Frary, from an order of the District Court of Ramsey County, Brill, J., made August 1, 1892 denying his application for a new trial.
This action was upon the contract with the American Rubber Company set out in the opinion. The plaintiff asked judgment for his salary, for June, 1891, $ 250, and for damages for improperly discharging him without adequate cause, $ 2,250 more.
The judge directed the jury to return a verdict for the $ 250 only. Plaintiff excepted, and moved the court to grant a new trial. The court refused; saying:
"The contract provided that the plaintiff was to carry on the business to the satisfaction of the defendant. The parties had a right to make this contract, and the court has no authority to abrogate or disregard it. To say that plaintiff was to carry on the business, so that defendant ought to be satisfied, in other words, to the satisfaction of the court or jury, is to make a new contract. Plaintiff was not engaged to do a fixed and definite work. He was to render personal services, general in their nature, and at a place distant from the place of business of the employer. It was evidently within the contemplation of the parties that if defendant was not satisfied with the way in which he carried on the business it could discharge him. Defendant must have been in fact dissatisfied in order to warrant the discharge, but there is no evidence which would have warranted the jury in finding that defendant acted otherwise than in good faith in expressing its dissatisfaction. Singerly v. Thayer, 108 Pa. 291; McCarren v. McNulty, 7 Gray, 139; Brown v. Foster, 113 Mass. 136; Rossiter v Cooper, 23 Vt. 522; Hartford Sorghum Mfg. Co. v Brush, 43 Vt. 528; Goodrich v. Nortwick, 43 Ill. 445; Wood Reap. & Mow. Mach. Co. v. Smith, 50 Mich. 565; Silsby Mfg. Co. v. Town of Chico, 24 F 893; Tyler v. Ames, 6 Lans. 280; Heron v. Davis, 3 Bosw. 336; Gray v. Central R. Co., 11 Hun 70; Johnson v. Bindseil, 15 Daly, 492.
Order affirmed.
William G. White, for appellant.
Plaintiff agreed to carry on the business at St. Paul to the satisfaction of defendant. Whenever the object of such a contract is to gratify taste, serve personal convenience or satisfy individual preference in regard to the purchase of a given article, in a word, whenever the feelings, taste or sensibilities of the promisor are involved, in all such cases the right of decision is absolutely reserved to the promisor, and cannot be reviewed. But whenever the contract involves those more gross considerations of operative fitness or mechanical utility, or any considerations which are not strictly personal in their nature, but are capable of being understood and appreciated by others, then and in all such cases the promisor undertakes that he will act reasonably and fairly and found his determination on grounds that are just, reasonable and sensible. In this last class of cases his decision in point of correctness is of course subject to review by judicial triers. This rule is plainly announced in Duplex Safety Boiler Co. v. Garden, 101 N.Y. 387, and Wood Reap. & Mow. Mach. Co. v. Smith, 50 Mich. 565.
Cases falling in the first class are Gibson v. Cranage, 39 Mich. 49; Hoffman v. Gallaher, 6 Daly, 42; Brown v. Foster, 113 Mass. 136; Zaleski v. Clark, 44 Conn. 218; McCarren v. McNulty, 7 Gray, 139; Hartman v. Blackburn, 7 Pittsb. Leg. J. 140; Hart v. Hart, 22 Barb. 606.
Cases falling in the second class, and where the right of decision is not absolutely reserved to the promisor, but is subject to review by judicial triers, are Folliard v. Wallace, 2 John. 395; Burns v. Munger, 45 Hun 75; City of Brooklyn v. Brooklyn City R. Co., 47 N.Y. 475; Grinnell v. Kiralfy, 55 Hun 422; Doll v. Noble, 116 N.Y. 230.
The cases of Tyler v. Ames, 6 Lans. 280; Spring v. Ansonia Clock Co., 24 Hun 175; Gray v. Central R. Co., 11 Hun 70; and Heron v. Davis, 3 Bosw. 336, are New York cases, and practically overruled by the later decisions in the same state.
Plaintiff's duties under the contract were, to manage the business so as to make money and secure a profit, and if this was accomplished it would seem that he had discharged his duties "to the satisfaction" of defendant. If he did not, or if the business was disastrous and failed under his management, then it would be equally clear that he had not managed it "to defendant's satisfaction." In neither case is there any personal taste or feeling or judgment involved in the matter. If this be the true rule and a correct application of it, then the plaintiff made a case for the jury. It appeared that under his management the sales and the profits were largely increased, and that the business was carefully, prudently and satisfactorily managed.
The plaintiff also claims that the defendant was really satisfied with him, but discharged him, not because of dissatisfaction, but for other and different reasons, and that its alleged dissatisfaction was not real, but simply pretended. Upon this branch of the case he claims that sufficient evidence was introduced to warrant a jury in finding in his favor. Exhaust Ventilator Co. v. Chicago, M. & St. P. R. Co., 66 Wis. 218; Hartford Sorghum Mfg. Co. v. Brush, 43 Vt. 528; Daggett v. Johnson, 49 Vt. 345; Lynn v. Baltimore & O. R. Co., 60 Md. 404; Baltimore & O. R. Co., v. Brydon, 65 Md. 198; Silsby Mfg. Co. v. Town of Chico, 24 F. 893.
H. J. Horn, for respondent.
then a resident of Boston, Mass., and the defendant, a corporation, whose principal place of business was the same place, entered into this contract:
May 27, 1891, defendant discharged plaintiff from July 1st following, giving no other reason for it than that his conduct of its business was not to its satisfaction.
If this contract reserved to defendant the right to discharge plaintiff at any time merely because it might be dissatisfied with his conduct of the business, whether it had sufficient reason to be so or not,...
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