Hyatt v. Eckel Valve Co.

• Citation: 336 P.2d 551,169 Cal.App.2d 35
• Court: California Court of Appeals
• Decision Date: 23 March 1959
• Parties: Matter of the Arbitration between Walter J. HYATT, Petitioner and Respondent, v. ECKEL VALVE COMPANY, Defendant and Appellant. Civ. 23420.

Page 551

336 P.2d 551

169 Cal.App.2d 35

Matter of the Arbitration between Walter J. HYATT, Petitioner and Respondent, v. ECKEL VALVE COMPANY, Defendant and Appellant.

Civ. 23420.

District Court of Appeal, Second District, Division 2, California.

March 23, 1959.

Franklin L. Knox, Jr., George O. West, Los Angeles, for appellant.

Alef & Schnitzer and Arthur Alef, Beverly Hills, for respondent.

FOX, Presiding Justice.

This is an appeal by the defendant from an order confirming an arbitration award, from the judgment entered thereon, and from the order denying its motion to vacate the award.

The controversy submitted to the arbitrators grew out of a letter-agreement of September 11, 1956, by which the defendant company gave Hyatt the exclusive right to sell the company's products in California and Arizona upon certain specified terms. Under paragraph 4 of the agreement, Hyatt's compensation was 5 per cent commission on net sales. He was to receive what might be termed a drawing account of $1,000 per month, plus mileage and other travel and entertainment expenses. Paragraph 2. By paragraph 3 it was provided that: 'If at the time of termination of this agreement, for any reasons other than formation of a jointly owned corporation, the commissions due Mr. Hyatt are not equal to the sums advanced under Item 2, above, the sums advanced shall be considered as remuneration for services rendered, and Eckel Valve Company shall have no further claim for reimbursement from Hyatt.' Paragraph 5 stated: 'This contract may be terminated without cause, by either party, upon thirty (30) days written notice. In event of such termination, neither party shall have any claims upon the other, for any reason, except that Hyatt shall receive his full commission fee on all orders from his territory on the books at the time of termination; * * *.' Paragraph 6 provided that any disputes would be resolved by arbitration.

On December 5, 1957, the company sent Hyatt a telegram saying: 'Advise representation agreement terminated, effective January 4, 1958.' That telegram was confirmed by letter from the company which read: 'Confirming our telegram of this date, please be advised that Fckel Valve Co. hereby terminates our agreement dated September 11, 1956, in accordance with paragraph 5, to be effective January 4, 1958. A revised agreement may be offered for your consideration prior to January 4, 1958.'

Hyatt continued with his sales representation of defendant's products until the January 4, 1958, termination date. On that date he had accrued commissions of $9,668.12 which were unpaid. The company refused to pay these commissions so Hyatt instituted arbitration proceedings as provided in the letter-agreement.

It was stipulated at the hearing that if there was any liability on the part of the company to Hyatt it was in the sum of $9,668.12. It was also stipulated that the agreement of September 11, 1956, was executed by both parties and that the relationship was terminated as above stated.

At the conclusion of the hearing the arbitrators held that the company was indebted to Hyatt 'under the terms and provisions of the said contract of September 11, 1956, in the amount of $9,668.12' and, accordingly, awarded him that amount.

Thereafter, Hyatt filed his petition for confirmation of the award and the company filed a motion to vacate said award and objections to the petition for confirmation.

The court confirmed the award and denied defendant's motion.

In seeking a reversal, defendant contends that the arbitrators were guilty of misconduct in that they refused to hear evidence pertinent and material to the controversy and deprived the defendant of a full and fair hearing. Specifically, it was defendant's position that the September 11 agreement was not in fact the contract of the parties. During the cross-examination of Hyatt, defendant's counsed sought to elicit testimony of the oral negotiations prior to the execution of the September 11 contract. The board excluded evidence of conversations prior to that time. Vincent W. Eckel testified on behalf of the company. Defendant's counsel made an offer of proof which outlined the negotiations of the parties prior to September 11 to the effect that Hyatt was not to get a 5 per cent commission, but instead all profits in excess of Hyatt's salary and drawing account were...