Horton v. Wickwire Spencer Steel Corp.

• Decision Date: 13 October 1921
• Citation: 239 Mass. 584,132 N.E. 361
• Parties: HORTON v. WICKWIRE SPENCER STEEL CORPORATION.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

239 Mass. 584

132 N.E. 361

HORTON

v.WICKWIRE SPENCER STEEL CORPORATION.

Supreme Judicial Court of Massachusetts, Worcester.

Oct. 13, 1921.

Exceptions from Superior Court, Worcester County; Frederick Lawton, Judge.

Action by James A. Horton against the Wickwire Spencer Steel Corporation. Decision in favor of plaintiff, and defendant brings exceptions. Exceptions overruled.George K. Woodworth, of Boston, for plaintiff.

Philip D. Wesson and Raymond B. Fletcher, both of Worcester, for defendant.

DE COURCY, J.

The Clinton Wire Cloth Company, by a written agreement dated August 28, 1917, employed the plaintiff as mechanical engineer and inventor. His salary was fixed at $2,600 for the first year, $3,000 for the second year, and $3,500 for the third year and for each year thereafter that the agreement might remain in force. On August 28, 1920, he was discharged by this defendant, and his subsequent efforts to obtain employment were unsuccessful. This action for breach of the contract was tried in the jury-waived session of the superior court, and the judge found in favor of the plaintiff. The only questions of law raised by the defendant's exceptions are whether the evidence warranted findings (1) that this defendant was bound by said written contract and (2) that the 60-day notice, required to terminate the contract, was not given or waived.

1. The Clinton Wire Cloth Company entered into the agreement ‘for itself and its successors and assigns,’ and the plaintiff contracted ‘for himself, his heirs, executors and administrators.’ In June, 1919, the defendant, which was then named the ‘Clinton-Wright Wire Company,’ acquired all the property and assets, and assumed all the liabilities and obligations, of the Clinton Wire Cloth Company, and the business was carried on without interruption. The plaintiff continued his work as theretofore, knowing that the plant had been taken over by the defendant, although he was not formally notified. The new company paid his usual salary, and on August 9, 1919, when its assistant general manager had a talk with the plaintiff at Worcester, it definitely appeared that the defendant was running the Clinton plant. At that interview there was a discussion about terminating the contract, and a proposition made by the manager was reduced to writing in the form of a letter. After said August 9 the duties of the plaintiff consisted mostly in drafting, with some designing, and the invention of a machine known as a ‘punch.’ He did no work from November, 1919, until August 20, 1920, by direction of the defendant's superintendent; but by the latter's orders his weekly salary was paid until August 28, 1920. In brief, the testimony and the reasonable inferences from the conduct of the parties tended to show that the defendant, as the lawful successor and assignee of the Clinton Wire Cloth Company, assumed the latter's liability to the plaintiff under the contract, and that the plaintiff agreed to the substitution of the defendant as party to the contract, and the discharge of the Clinton Wire Cloth Company from further liability thereunder. Whether the finding of the court in favor of the plaintiff was based on the theory of a novation or otherwise, we cannot say that it was not warranted by the evidence. Maynard v. Royal Worcester Corset Co., 200 Mass. 1, 3, 85 N. E. 877. Cases like Mellen v. Whipple, 1 Gray, 317, and Aldridge v. Fore River Shipbuilding Co., 201 Mass. 131, 87 N. E. 485, relied upon by the defendant, are distinguishable on the facts.

2. Clause 7 of the contract reads as follows:

‘This agreement may be terminated by...