FS Royster Guano Co. v. Hall

• Court: U.S. Court of Appeals — Fourth Circuit
• Writing for the Court: PARKER, NORTHCOTT, and SOPER, Circuit
• Citation: FS Royster Guano Co. v. Hall, 68 F.2d 533 (4th Cir. 1934)
• Decision Date: 09 January 1934
• Docket Number: No. 3545.,3545.
• Parties: F. S. ROYSTER GUANO CO. v. HALL.

68 F.2d 533 (1934)

F. S. ROYSTER GUANO CO. v. HALL.

No. 3545.

Circuit Court of Appeals, Fourth Circuit.

January 9, 1934.

Charles W. Tillett, Jr., of Charlotte, N. C. (Tillett, Tillett & Kennedy, of Charlotte, N. C., on the brief), for appellant.

Thaddeus A. Adams, of Charlotte, N. C. (J. Louis Carter, of Charlotte, N. C., on the brief), for appellee.

Before PARKER, NORTHCOTT, and SOPER, Circuit Judges.

PARKER, Circuit Judge.

This is an appeal by the F. S. Royster Guano Company, hereafter referred to as defendant, from a verdict and judgment for damages for breach of an alleged contract to furnish life employment to Phillip Hall, an injured employee. The complaint alleged that in the year 1914, as a result of the negligence of defendant, Hall sustained the loss of his right arm; that following his injury he entered into a settlement with defendant under the terms of which, in consideration of the release of his claim for damages, he was paid $700 and promised a "life time job at top wages for common labor"; that he was furnished employment pursuant to the terms of this contract until June, 1932, when he was discharged in violation of its terms. The prayer for relief was that he recover $10,000, less the $700 and other benefits received from defendant, as damages on account of his injury, or, in the alternative, that he recover $5,000 as damages for breach of the contract of life employment.

The answer denied the negligence alleged and pleaded contributory negligence. While denying plaintiff's version of the contract of settlement, it alleged that defendant had paid plaintiff the sum of $700 in full settlement and compromise of his claim for damages, and that, in consideration of this payment, plaintiff had executed a release, which was pleaded in bar of the action. The answer pleaded also the three-year and ten-year statutes of limitations in bar of the right to recover on either of the causes of action alleged. Plaintiff filed a replication pleading his reliance upon defendant's superintendent in signing the contract of settlement, and averred that, if the release which he had signed was contrary to the contract as alleged in the complaint, it should be set aside for fraud and undue influence. At the beginning of the trial, plaintiff having been required, on motion of defendant, to elect between the cause of action for tort and that on contract, elected to proceed on the latter. Issues were submitted to the jury in accordance with the Code practice prevailing in North Carolina; and in response thereto the jury found that defendant contracted, "for a valuable consideration, to give the plaintiff employment for life at top wages as alleged in the complaint"; that defendant had breached this contract; and that plaintiff was entitled to recover damages of defendant in the sum of $1,500. From judgment on this verdict defendant has appealed. The case as presented to us is narrowed to practically two questions: (1) Whether the alleged contract was void for indefiniteness and lack of mutuality, and (2) whether there was sufficient evidence that it was authorized or ratified by the defendant to take the case to the jury.

The facts are that plaintiff lost his right arm in the service of the defendant under circumstances giving rise to a claim for damages, and that he received in settlement of this claim the sum of $700 and was immediately put back to work by the company at the same rate of wages that he had been receiving. There is no doubt that he signed some sort of release at the time; and, while there is some dispute as to who obtained it, defendant pleads that it paid the $700 to plaintiff and relies upon the release. Plaintiff testified positively that the settlement was made with one Baynard, the superintendent of defendant's Charlotte plant; and, as the trial judge in his charge made a finding in favor of plaintiff dependent upon a finding that the contract was made with Baynard, the verdict must be interpreted as a finding that it was made with him, and not, as contended by defendant, with a representative of the company carrying defendant's liability insurance.

Plaintiff's testimony as to the contract is that, as soon as he got out of the hospital following his injury, he went to defendant's plant where Baynard said to him: "We ought to bring a settlement about your accident; we are all sorry and we have agreed, upon the condition of the company, to pay you the sum of $700.00 and give you a life time job at top wages for common labor. You had better not mess with these lawyers, they don't do a thing but get your money and they will get you out of commission with the boss and the company. If you will stick with me and agree with me we will give you a life time job at top wages and promise to move you anywhere you want to. You can stay here with us and we will give you top wages." Plaintiff says that he at first hesitated about the matter, but finally accepted the proposition; that he met Baynard in the uptown office of defendant, where he signed some sort of instrument, which was not read to him, by "touching the pen"; that he, Baynard, and another man who was present when the instrument was signed, then went to the bank together; and that at the bank the $700 was paid to him. He further testifies that, when he asked Baynard for a copy of the paper, the latter replied: "You don't get any papers. You don't need any. You move around to these small houses and it might get burned up and would be no good to you. This safe is to keep all papers and we can put it here for you. Some time I may go somewhere else or might lose out and that will be here to show the next superintendent what we agreed on." Baynard denied making such statement to plaintiff and denied that it was he who made the settlement; but the instrument signed by plaintiff was not produced and defendant put up no one who claimed to have made the settlement or who testified to its terms.

With respect to the authority of Baynard, it was shown that he was superintendent of the Charlotte plant of defendant, and that he had entire charge of the operations of defendant at the plant. While the company was shown to have had twelve or thirteen plants at different points, Baynard himself testified that there was no one at the Charlotte plant or "connected with the Charlotte plant" that had any higher authority than he. It was further shown that he reported plaintiff's injury to the principal office at Norfolk, and that plaintiff's hospital bill was handled through the Norfolk office. He testified that the company carried insurance, and that any release obtained from plaintiff was obtained by the insurance company; but, as stated above, no agent of the insurance company was produced who testified to having made the settlement. A draft on the insurance company was introduced; but this draft was for the sum of $747.81, was drawn in favor of the agent of the insurance company, and indicated that it had been cashed, not in Charlotte, but in Richmond, Va. The absence of the release was accounted for on the theory that the records of the insurance company had been destroyed.

We do not think that the contract can be condemned either as lacking in mutuality or for indefiniteness. It was not lacking in mutuality; for, in consideration of the promise of life employment, the plaintiff surrendered for the comparatively small sum of $700 a claim for damages for the loss of an arm, upon which, if his claim of negligence had been sustained, he might have recovered a much larger amount. The case is radically different, therefore, from one where nothing is given or surrendered in consideration of the promise of permanent employment. And, upon the principle id certum est quod certum reddi potest, the promise of employment for life was sufficiently definite, as was also the promise of top wages for common labor. Pierce v. Tenn. Coal, Iron & R. Co., 173 U. S. 1, 19 S. Ct. 335, 338, 43 L. Ed. 591; Fisher v. John L. Roper Lumber Co., 183 N. C. 485, 111 S. E. 857, 860, 35 A. L. R. 1417. The fair meaning of the promise was that defendant would furnish plaintiff employment so long as he might live at the highest rate of wages which it paid for common labor with the implied provisos that he perform the work assigned him satisfactorily and that defendant continue in business. Louisville & N. R. Co. v. Cox, 145 Ky. 667, 141 S. W. 389; St. Louis, I. M. & S. R. Co. v. Morgan, 107 Ark. 202, 154 S. W. 518.

In Fisher v. John L. Roper Lumber Co., supra, the contract was much more indefinite than in the case at bar. There, in the settlement of a claim for damages, the injured employee was promised that the company would employ him about the mill in his crippled condition for the balance of his life and would pay him a living wage sufficient for the support of himself and family. In upholding this contract against the contention that it was void for lack of definiteness, the Supreme Court of North Carolina, speaking through the late Judge Hoke, said: "The person, the purpose, and the time of the contract are clearly given, and the only objection at all possible would be as to the difficulty in fixing upon the amount to be paid, or the value of the contract to plaintiff in case of breach. It is said by an intelligent writer on the subject that the law does not favor, but leans against, the destruction of contracts on account of uncertainty; therefore the courts will, if possible so construe the contract as to carry into effect the reasonable intent of the parties, if it can be ascertained. 6 R. C. L. p. 648. And by another that this intent may be determined at times by reference to extrinsic facts relevant to the inquiry. 1 Page on Contracts (2d Ed.) § 101. Applying these principles, and by reference to the facts in evidence, the capacity of the plaintiff to earn wages, his physical condition, the number of his family, the cost of necessaries for an ordinary livelihood, together...