Gilman v. Lamson Co.
Decision Date | 01 June 1916 |
Docket Number | 1141,1142. |
Citation | 234 F. 507 |
Parties | GILMAN v. LAMSON CO. LAMSON CO. v. GILMAN. |
Court | U.S. Court of Appeals — First Circuit |
Herbert Parker, of Boston, Mass. (H. Ware Barnum, Charles F. Rowley and Elder, Whitman & Barnum, all of Boston, Mass., on the brief), for E. C. Gilman.
Boyd B Jones, of Boston, Mass. (William H. Brown, of Boston, Mass on the brief), for Lamson Company.
Before PUTNAM, DODGE, and BINGHAM, Circuit Judges.
This was a suit at common law in which there was a verdict for Gilman, reduced on a motion for a new trial from $24,000, by the sum of $2,209.76. Suit was brought in the District Court for the District of Massachusetts by writ dated on the 19th day of August, 1914, and variously amended; but we have no occasion to elaborate the original declaration or the various amendments. The verdict was returned on the 12th day of March, 1915, and judgment was entered for the plaintiff on the 26th day of July, 1915, for $21,792.24, which, of course included some interest from the date of the verdict.
There was also a special verdict entered on the same day as the general verdict, as follows:
'Was the action of the board of directors in terminating the contract taken in good faith, because the plaintiff's services were not satisfactory to it?'
The jury answered, 'No.'
The motion for new trial was based upon two alleged grounds: One was that the verdict was against the law, the evidence, and the weight of the evidence; the other was that the damages were excessive.
No objection was taken to the finding of the special verdict, and there were no exceptions arising therefrom either as to the form or the substance of the verdict, or in any way whatever, so the fact that a special verdict was taken in the form we stated raises no issue in the case.
The action was based upon the breach of contract appearing by the agreement, of which the following is a copy:
It will be noted that the suit was brought soon after the renewal of the contract was made, but during its currency, when it still had about four years to run; and it appears from the amount of damages awarded that the verdict was allowed to be taken, based upon the present value of the contract, computing to the time of its expiration by its terms. In that respect, the rule adopted by the Supreme Court of the United States was applied, and the full value of the plaintiff's services, in accordance with the terms of the contract, was allowed for and estimated in the verdict. As we will explain hereafter, it is claimed that this is not the rule of the local courts of Massachusetts, where the contract was made and was to be executed.
The brief for Gilman states the issues as follows:
'The decisive issues between the parties were whether the board of directors of the defendant company, in terminating its contract with the plaintiff, had acted in good faith, and whether, in truth, the contract was so terminated because the plaintiff's services were in fact 'not satisfactory to the board of directors.''
The first question we have to consider is the refusal to give the following instructions, per the eighteenth assignment of error:
The basis for this exception by the Lamson Company was the rule stated as follows:
This rule in the form in which the Lamson Company seeks to apply it is stated in Barnett v. Beggs, 208 F. 255, 125 C.C.A. 455, decided by the Circuit Court of Appeals for the Eighth Circuit, in October, 1913. The efficient expression in that opinion is found on page 259 of 208 Fed., on page 459 of 125 C.C.A., as follows:
Then comes the quotation which we have already cited, and it is enough to say that all the cases relied on by the Lamson Company are in the same line as what is shown by the extract we have given from the Circuit Court of Appeals, in the case referred to. It is not necessary for us to go further into details in that direction.
The difficulty with this proposition as put by the Lamson Company is the peculiar phraseology of the contract in this particular case. It contains some expressions of a very specific and substantial character, differentiating it entirely from all the cases relied upon by the Lamson Company. It provides for a hearing of Gilman by the board of directors of the Lamson Company after notice. It provides also that the hearing should be 'upon the cause and reason of such termination. ' This in no way characterized a contract which could be determined by the 'taste' or the 'fancy' of the corporation, but positively indicated some substantial 'cause,' which, of course, was far remote from 'taste' or 'fancy.' This positively agreed for an investigation of the merits of some matter involved in the proposed termination of the contract and a hearing in reference thereto, and, of course, an adjudication by the directors in reference to the same, with all the facts brought to the surface bearing upon any such 'cause,' or any such 'reason' for discharging Gilman from the service in which he was engaged. It is possible that by going through the details of all that was said and done something might have appeared which was beyond the proper scope of investigation, but the case at this point was not put upon any discrimination in that direction, for the objection on the part of the Lamson Company covered the whole topic, and the whole stands or falls together.
For the reasons we have given, it is plain that this assignment of error is not well sustained.
We will now follow through the case in the order pointed out by the brief for the Lamson Company. The next proposition is that indicated as '28' as follows:
The gentlemen thus named constituted a majority of the board of directors of the Lamson Company. Nevertheless, it cannot be said categorically that the court erroneously refused to instruct the jury substantially in the manner alleged by this assignment; but if we merely left the case there, without explaining what the court said in fact, we would omit considering the question which the court sought to consider, and which it did consider, namely, that Gilman alleged that the hostility on the part of two directors, Ames and Clapp, led up wrongfully to the result reached by the corporation.
Action was taken at a meeting of the board of directors at which a quorum of six directors was present; and the original good faith of the four directors named in this assignment of error, constituting a majority of the quorum, was expressly admitted. Therefore, if this assignment alleged all there was in the case, some difficulties would have been presented of a serious character, but it does not. The court enlarged considerably on this topic, covering several printed pages of the record. It started with the proposition that the jury must consider the question from what the...
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...general rule denying recovery for breach of a valid and sufficiently specific contract between an attorney and a client. See Gilman v. Lamson Co., 234 F. 507, 510 (1st Cir.--power to discharge, in the circumstances, not to be based upon 'taste' but on 'cause'). Cf. Zuckernik v. Jordan Marsh......
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