Gulfport Cotton Oil, Fertilizer & Mfg. Co. v. Reneau

• Decision Date: 15 February 1909
• Docket Number: 13,544
• Parties: GULFPORT COTTON OIL, FERTILIZER & MANUFACTURING COMPANY v. CHARLES W. RENEAU
• Court: Mississippi Supreme Court

48 So. 292

94 Miss. 904

GULFPORT COTTON OIL, FERTILIZER & MANUFACTURING COMPANY v. CHARLES W. RENEAU

No. 13,544

Supreme Court of Mississippi

February 15, 1909

FROM the circuit court of Harrison county, HON. WILLIAM H. HARDY Judge.

Reneau appellee, was plaintiff in the court below, and the Gulfport etc., Co., appellant, was defendant there. From a judgment in plaintiff's favor defendant appealed to the supreme court.

The facts are fully stated in the opinion of the court.

Reversed and cause dismissed.

Money &amp Graham, Flowers & Whitfield and George W. May, for appellant.

The court below seems to have proceeded upon the idea that a verbal contract for more than a year is enforceable if the plaintiff does not depend altogether upon spoken words; and that he can recover if he can offer any corroborative written evidence that a contract, was made. But the statute requires that the contract itself shall be in writing or some memorandum thereof sufficient in itself to evidence the contract in all its terms. Waul v. Kirkman, 27 Miss. 828; McGuire v. Stevenson, 42 Miss. 724, 730; Frank v. Eltringham, 65 Miss. 281, 3 So. 655.

The letters regarded for the present as being sufficiently connected to be treated as one writing do not contain the terms of the contract nor of any contract. It does not appear from these writings (1) what Reneau was to do, (2) where he was to work, (3) by whom he was to be paid, (4) how long he was to work, (5) whether his services were to be satisfactory to his employer, (6) whether he was to prove himself to be an expert machinist, (7) when his services were to begin. Not one of the substantial terms of the contract is plainly shown by these writings.

The statute requires the memorandum necessary to save a parol contract of this kind to be "signed by the party to be charged." Now the only writing which mentions the contract in the remotest way is the letter signed by Reneau of date May 18, 1907. It is not signed by Van Winkle, the president of the defendant corporation, the party to be charged. Van Winkle did not write this letter; he did not write out these references to the contract; he did not sign any writing containing these references. But it is insisted by the appellee that he is to be held to have, in effect, signed this writing simply because he answered the letter, as they say, and did not question the correctness of the reference contained in it. This is far-fetched.

We recognize the holdings of the courts to the effect that the writings may be in two or more papers and that the signature of the party charged need not be attached to the paper containing the terms of the contract. These holdings have invariably been made so far as we have been able to learn, in dealing with papers written while negotiations were going on about the making of a contract. They have most frequently been cases in which it appeared that the offers were made in one writing and acceptance in others. One referred to the other and was based upon the other and got its meaning from the other. They are cases where it was manifestly intended that one should refer to the other and where it was intended by the party charged to adopt the contents of the writing referred to just as if it were incorporated in the paper signed by him. There are cases, too, where the writing referred to is physically attached to the one signed.

But the case at bar is entirely different. Reneau had been discharged. He wrote a letter of complaint to the man who had employed and discharged him. At the end of his letter he mentioned the fact that he had a contract "by the year at a stipulated salary of $ 2,500 by the year." There was no occasion for Van Winkle to answer the same and say whether this reference to the contract was correct. It made no difference at that stage of the transaction whether the reference was correct. Van Winkle was not asked to say whether the statement in Reneau's letter was correct; the situation did not require him to express himself; and it cannot be assumed that he did intend to express himself. How could it make any difference to him whether Reneau correctly set out the terms of the contract or not? The contract was ended.

"It is not necessary that the memorandum should consist of a single instrument. Several and distinct writings may be construed together as containing all the terms of the contract though only one of them be signed by the party to be charged. But such separate writings must expressly refer to each other or be so connected physically or otherwise, as to show unmistakably that they relate to the same transaction. The general rule is that it is not competent to connect the several papers by parol, such evidence being admissible merely to identify one writing to which reference is made in another." 29 Am. & Eng. Ency. Law, 850.

The following are some of the cases decided by this court in which two or more writings have been dealt with: Waul v. Kirkman, 27 Miss. 826 et seq.; Fisher v. Kulm, 54 Miss. 480; Jelks v. Barrett, 52 Miss. 315, 322, 323; McGuire v. Stevens, 42 Miss. 315, 322, 323; Rector Provision Co. v. Sawyer, 69 Miss. 235, 13 So. 623; Wilkinson v. Taylor etc., Manufacturing Co., 67 Miss. 231, 7 So. 356; Frank v. Eltringham, 65 Miss. 281, 3 So. 655.

We may rid ourselves of all complications and make it easy to see whether the contract sued on here is within the statute of frauds, simply by ignoring the oral testimony altogether, as to what the contract was, and examine the writings offered for the purpose of determining whether they embody the substantial terms of the agreement. When we do this we have nothing left to show the terms of the agreement, as is conceded by counsel for the plaintiff, except the statement in the letter of May 18, 1907, written by Reneau: "My contract with you was fixed by the year at a stipulated salary of $ 2,500 by the year and you offered as a further inducement that after removing the plant to Columbia you would make it more interesting to me by letting me take stock in the business;" and the statement in the letter of May 20 written by Van Winkle: "As for the talk had with you, when you applied for the position, I expected much from you, that is why I offered you a large salary." Consider these two statements together and it cannot be seen what the contract was.

T. A. Hardy and L. Brame, for appellee.

It is always competent to show the situation and surroundings of the parties and other particulars in order to apply and construe a written contract. This is especially true where the contract is evidenced by several writings; as in the case of an agreement made by correspondence. The rule of admitting such testimony is one of necessity, and was in force long before the statute of frauds was enacted, and has been universally recognized and applied since the enactment of the statute. Neither this statute nor the rule forbidding parol evidence to vary or contradict a writing, excludes such testimony.

"Parol evidence is inadmissible to complete or vary an insufficient writing. But the surrounding circumstances may be shown by parol, and facts established from which the relation of several writings may be inferred." 12 Enc. of Ev. 7, citing among other cases Hagan v. Domestic Sewing Machine Co., 9 Hun, N.Y. (16 S.Ct. R.) 73, and also Beckwith v. Talbot, 95 U.S. 289, which is a leading case cited in nearly all the authorities. See also our own cases of Wilkinson v. Taylor Mfg. Co., 67 Miss. 231, 7 So. 356; Tufts v. Greenwald, 66 Miss. 360, 6 So. 156. In the case of Beckwith v. Talbot above, the supreme court of the United States uses the following language:

"It is undoubtedly a general rule that collateral papers, adduced to supply the defects of signatures of a written agreement under the statute of frauds, should, on their face, sufficiently demonstrate their reference to such agreement without the aid of parol proof. But the rule is not absolute. Johnson v. Dodgson, 2 Mees. & W. 653; Salmon Falls v. Goddard, 14 How. 446. There may be cases in which it would be a violation of reason and common sense to ignore a reference which derives its significance from such proof. If there is ground for any doubt in the matter, the general rule should be enforced. But where there is no ground for doubt, its enforcement would aid, instead of discouraging, fraud."

In the light of this well established and reasonable rule, look at the facts. Van Winkle was the president and principal owner of an oil mill. Reneau, the appellee, was an oil mill man, his business being to manage oil mills, and he was skilled and experienced in that business. Van Winkle desired to employ him to manage his mill, and did so at an agreed salary of $ 2,500 per annum. Reneau went to work under the agreement and worked nearly a month, when, without cause, he was discharged. Thereupon on April 18, 1907, in answer to a letter of that date discharging him, he wrote Van Winkle a rather lengthy letter about this matter, among other things, stating therein as follows:

"My contract with you was fixed by the year, at a stipulated salary of $ 2,500 by the year and you offered as a further inducement that after removing the plant to Columbia, you would make it more interesting to me, by letting me take stock in the business."

In this letter he also asked for "a settlement." Two days later Van Winkle replied directly to this letter, making some complaint of the manner in which Reneau had discharged the duties, and among other things used the following language:

"As for the talk I had with you when you applied for the position I expected much from you. That is why I offered you a large salary. "

He also stated in answer to the request for a settlement, that as soon as Mr. Danee would return "you...