Holland v. Spartanburg Herald-Journal Co.

• Decision Date: 29 July 1932
• Docket Number: 13460.
• Citation: 165 S.E. 203,166 S.C. 454
• Parties: HOLLAND v. SPARTANBURG HERALD-JOURNAL CO.
• Court: South Carolina Supreme Court

165 S.E. 203

166 S.C. 454

HOLLAND v. SPARTANBURG HERALD-JOURNAL CO.

No. 13460.

Supreme Court of South Carolina

July 29, 1932

Appeal from Common Pleas Circuit Court of Spartanburg County William H. Grimball, Judge.

Action by W. W. Holland against the Spartanburg Herald-Journal Company. From an order striking out of complaint certain allegations, plaintiff appeals.

Affirmed.

The complaint, notice, and order of Hon. W. H. Grimball, directed to be reported, are as follows:

Complaint.

Plaintiff alleges:

1. That the plaintiff is now and was at the times hereinafter mentioned a citizen and resident of the county and State aforesaid, and known by the defendant to have been more than thirty years engaged in the newspaper publishing business, and actively and exclusively occupied as business manager of the Spartanburg Herald and Journal.

2. That the defendant is now and was at the times hereinafter mentioned a corporation duly chartered under the laws of the State of South Carolina, as a publisher of newspapers, with its principal place of business at Spartanburg, South Carolina.

3. That in April, 1929, this plaintiff, together with C. O. Hearon were the owners of all the capital stock of the Spartanburg Herald-Journal Company, and that at said time sold to one William LaVarre all of their right, title, and interest in the capital stock of said company for an agreed sum of money and upon the further consideration that this plaintiff should continue his employment with the defendant for a period of three years as business manager of said corporation, at an annual salary of eight thousand ($8,000.00) dollars per year payable in equal monthly installments; a substantial part of the consideration of said sale, without which the same would not have been made, was the continuance of plaintiff as business manager of said newspaper for a period of three years at a salary of eight thousand ($8,000.00) dollars per year, payable in equal monthly installments of six hundred sixty-six and 66/100 ($666.66) dollars, which part of the contract was evidenced by a written instrument simultaneously with the sale, and which was a vital and moving factor in the plaintiff's agreement to sell his stock in the corporation.

4. That subsequent thereto in November, 1930, all of the capital stock of the defendant corporation was purchased by the International Paper Company, a large paper manufacturer of this country.

5. That subsequently thereto qualifying shares of the capital stock of said corporation were issued to C. O. Hearon, of Spartanburg, S. C., and Edgar A. Neely and Rembert Marshall, both of Atlanta, Georgia, to enable them to qualify as directors of the defendant corporation.

6. That on the first day of December, 1930, a meeting of the stockholders of the Spartanburg Herald-Journal Company was held in the City of Spartanburg, S. C., at which all of the stock of said company, with the exception of two shares, was represented either in person or by proxy, and among other things done at said meeting, C. O. Hearon, of Spartanburg, S. C., and Edgar A. Neely and Rembert Marshall, of Atlanta, Georgia, were elected directors of the corporation to serve until the next annual meeting or until their successors are elected and qualified.

7. That immediately after the adjournment of the stockholders' meeting hereinabove referred to, a meeting of the directors was called, at which all of the directors of the company were present. In said meeting, among other things that were done, appears the following:

"Agreement entered into this 18th day of April, 1929, between W. W. Holland of the first part and William LaVarre of the second part, witnesseth:

"That said LaVarre has by an agreement this day executed, contracted to purchase all of the stock of the Spartanburg Herald-Journal Publishing Co., on or before May 15th, 1929, and as a part of the consideration agrees to employ the said Holland as Business Manager of the Spartanburg Herald-Journal for a period of three years from the date of consummation of purchase, at the rate of eight thousand dollars ($8,000.00) per year, in monthly payments. And the said Holland agrees to such duties.

"Witness said parties by their hands and seals the day and year above written.--

"It is resolved that Spartanburg Herald-Journal Company assume the obligations of the said William LaVarre under said contracts."

8. That under the resolution so adopted by the directors of the defendant herein, with full knowledge that the same was a substantial part of the consideration of plaintiff's sale of the stock he owned in the corporation, and with full knowledge of his business standing and reputation for a long period of years as business manager of the paper of the corporation, and that his whole business training and experience were in the newspaper field, Spartanburg Herald-Journal Company ratified the contract hereinbefore entered into by and between William LaVarre and the plaintiff herein, under the terms of which he was to be continued as business manager of said corporation for a period of three years from the 27th day of April, 1929, to the 27th day of April, 1932, at a salary of eight thousand ($8,000.00) dollars per year, payable in monthly installments of six hundred sixty-six and 66/100 ($666.66) dollars per month.

9. That at another meeting of the directors of said corporation held on the same date, among other matters transacted by said Board of Directors, the following appears: "W. W. Holland was elected business manager of the company."

10. That this plaintiff had been for a number of years the active business manager of said corporation and from and after the date of his election to this position on December 1st, 1930, he continued to act in that capacity under the directions of the officers of said corporation.

11. That during the month of March, without any notice whatsoever the defendant herein, through its executive officer, Edgar A. Neely, notified the plaintiff herein that he was discharged and ordered him to forthwith vacate the building operated by the defendant, and to remove therefrom any personal effects which he might have, and discontinuing his salary from and after March 5th, 1931.

12. That the defendant herein, under its contract with the plaintiff, is due and owing to the plaintiff herein the sum of nine thousand two hundred five and 7/100 ($9,205.07) dollars, with interest on each monthly installment at the rate of seven per cent per annum until paid.

13. With evil and malicious intent and for the purpose of bringing humiliation to the plaintiff and of discrediting him as a newspaper man and injuring his means of earning a livelihood, and with willful and malicious disregard of plaintiff's right under the contract and employment, and in willful and malicious disregard of the defendant's obligations, the defendant has fraudulently breached its contract with this plaintiff, in that, without cause, it has discharged the plaintiff herein from his position as business manager of said corporation, and has fraudulently failed and refused to pay to this plaintiff the monthly installments of salary called for by his contract, and has appropriated to itself the funds due this plaintiff by the defendant for its own uses and purposes; has by its fraudulent actions deprived this plaintiff of his source of livelihood and has maliciously and with intent to injure and defraud, discharged the plaintiff herein from the position to which he had been elected with the defendant in such a manner as to make it almost impossible for him to secure a position with any one else, and said discharge was made by the defendant with the intention of discrediting and injuring this plaintiff in the making by him of his future livelihood; that the manner and method of his discharge has not only deprived him of the money due and owing to him by the defendant but has tended to discredit him as a business manager of a newspaper and to create in the minds of other business men that he was incompetent and incapable of performing his duties as such; that the manner and method of his discharge was such as to have created in the minds of other business men a prejudice or bias against this plaintiff to such an extent as to make it impossible for him to secure another position of like kind or of any kind, from which he can derive a livelihood; that said action on the part of the defendant has injured him in the great sum of fifty thousand ($50,000.00) dollars.

Wherefore, this plaintiff demands judgment against the defendant for the sum of fifty-nine thousand, two hundred Five and 7/100 ($59,205.07) Dollars, actual and punitive damages, with interest as alleged; for the costs and disbursements of this action; and for such other and further relief as to this Court may seem just and proper.

Defendant's Notice.

Please Take Notice, That on the 1st day of June, 1931, at ten o'clock A. M., or as soon thereafter as counsel can be heard, we will appear before Hon. T. S. Sease, Presiding Judge for the Court of Common Pleas for Spartanburg County South Carolina, and move to strike out from the Complaint in the above entitled action paragraphs four, five, and six, and the following in paragraph 13-- "With evil and malicious intent and for the purpose of bringing humiliation to the plaintiff and of discrediting him as a newspaper man and injuring his means of earning a livelihood, and with willful and malicious disregard of plaintiff's right under the contract of employment, and in willful and malicious disregard of the defendant's obligations, *** (on line 7) fraudulently *** (on line 10) fraudulently *** and has appropriated to itself the funds due this plaintiff by the defendant for its own uses and purposes;...