Komp v. Raymond

• Decision Date: 01 May 1903
• Citation: 67 N.E. 113,175 N.Y. 102
• Parties: KOMP v. RAYMOND.
• Court: New York Court of Appeals Court of Appeals

175 N.Y. 102

67 N.E. 113

KOMP

v.RAYMOND.

Court of Appeals of New York.

May 1, 1903.

Appeal from Supreme Court, Appellate Division, First Department.

Action by Frederick Komp against James I. Raymond, president of A. A. Vantine & Co. From a judgment of the Appellate Division (76 N. Y. Supp. 1018) affirming a judgment for defendant, plaintiff appeals. Reversed.

Gray, J., dissenting.

Jesse S. Epstein, for appellant.

John L. Hill, for respondent.

MARTIN, J.

The complaint contained two counts or causes of action. The first was based upon a written agreement between the parties, and the second was for work, labor, and services performed by the plaintiff after the expiration of the term provided for by the written agreement. The answer admitted the making of the contract, and averred as a defense an accord and satisfaction. Other defenses were pleaded, but they are wholly immaterial upon this appeal.

Upon the trial the defendant practically conceded the plaintiff's right of action, and assumed the affirmative of proving as a defense a valid accord and satisfaction. The defendant introduced the contract in evidence, whereby the plaintiff agreed to enter into the employment of the defendant for the period of five years from January 1, 1891-his services to be rendered in the empire of Japan-and to accept in full payment therefor the sum of $1,500 for the first year, $1,750 for the second, $2,000 for the third, $2,250 for the fourth, and $3,000 for the fifth; $125 of such salary to be paid each month in Japan, and the balance to remain with the defendant until the termination of the agreement, at 6 per cent. interest. The defendant agreed to employ the plaintiff upon the foregoing terms and conditions; to pay, in addition to such salary, the necessary traveling expenses of the plaintiff incurred in its business; to grant him a vacation of three months, if he desired, during either the third or fourth year; and to pay the necessary traveling expenses of the plaintiff, if he took such vacation, from Japan to New York and return. Upon the back of this agreement there was a statement of account made by the defendant upon the theory that the plaintiff was required to receive in compensation for his services the amount named therein in yens, and not in American dollars, wherein the amount due the plaintiff was stated to be $1,250. Then followed a receipt as follows: ‘Rec'd payment, Mch. 3d, 1896, Twelve hundred and fifty dollars being full payment of his contract expiring Jany. 1st, 1896, with salary, int. and allowance, besides closing his acct. to Mch. 1st, 1896. [Signed] Fred'k Komp.’ Upon the introduction of this evidence, the defendant rested.

The plaintiff then offered to prove that he fully performed the contract upon his part, and that upon his return to New York he requested a settlement with the defendant; that he met a representative of the defendant, who on the trial was conceded to have had authority to act for it, between whom it was agreed that he was entitled to additional salary for two months amounting to $500, and to an allowance in lieu of his vacation of $400, which, with the sum unpaid upon the contract, with interest, amounted to $6,966.75, if payable in American dollars. The defendant's representative, however, contended that under the contract the plaintiff was to be paid for his services in Japanese yens, which would leave the amount due to the plaintiff only $1,250. Thus the only question of difference between the parties involved the proper construction of the written contract, and was whether under it the plaintiff was entitled to his pay in American dollars, or whether in Japanese yens, which were worth about 50 cents each in American currency. That question the court refused to try.

At the first meeting between the plaintiff and the defendant's representative, they were unable to adjust the matter; the plaintiff claiming he was entitled to $6,966.75, and the defendant that he was entitled to only $1,250. At a subsequent conference between them, the defendant asked the plaintiff if he had decided to take the check for $1,250, and the plaintiff replied: ‘Not exactly the way that you want me to take it. * * * I will tell you what I will do. You claim this thing should be settled in yens, and I claim the thing should be settled in American dollars, as it reads American dollars on the face of the contract. Now, I have got to have money, and you know it. * * * You pay me this money, and I will sign this receipt. If I can show or bring proof to you and convince you that you are wrong in having me sign this-insisting on my signing this when I claim that it should be settled in dollars-will you pay me the balance of $5,715? I will sign the receipt on these conditions, if you will make that agreement with me; if you will agree that if I can show you-- If I can convince you and bring proof to you that you are wrong about this thing-that it should be dollars instead of yens-will you pay me that balance of $5,715 later on?’ To this the defendant's representative replied: ‘Yes; that seems fair.’ The plaintiff then said: ‘Now, if you do not pay me that balance, I will take the thing to court, and we will leave it to a court and jury to settle.’ The defendant's representative replied: ‘That won't be necessary. I will agree to that.’ The plaintiff said: ‘All right. Now hold on. You know just what this is?’ He said: ‘Yes.’ The plaintiff said: ‘Now, you understand if you don't pay me that balance that I shall take the whole thing to court for settlement.’ He said, ‘All right,’ and then the plaintiff took the check and signed the receipt. All these facts the plaintiff offered to establish by proof, to which the defendant objected, and the objection was sustained. The plaintiff also offered to prove that after signing the receipt the representative of the defendant, when asked for the balance, put the plaintiff off from day to day, and finally admitted that he was convinced the plaintiff was right, but alleged that he could not make the president of the defendant pay. He likewise offered to prove that the defendant's representative never believed he had a valid right to insist that the contract was payable in yens, and never honestly believed that any such right existed. All this evidence was rejected by the court, and the plaintiff duly excepted. He thereupon asked permission to introduce evidence of the matters stated in the foregoing offer, and to go to the jury upon the question involved. This was denied, and the court thereupon dismissed the complaint, with costs, to which the plaintiff duly excepted.

Upon a previous trial of this case the plaintiff had a judgment for the amount of his claim, which the learned Appellate Division, by a divided court, reversed upon the ground that the foregoing receipt amounted to a contract or release for the remainder of the defendant's indebtedness to the plaintiff, and that the court erred in receiving parol evidence of the transaction and agreement between the plaintiff and the defendant's representative, of which the giving of the receipt was a part. Obviously the learned trial judge relied upon that decision in determining the case upon the trial now under review, and the affirmance by the Appellate Division was also founded thereon.

One of the questions involved upon this appeal is whether the paper signed by the plaintiff was a receipt, and consequently subject to explanation or contradiction, or whether it amounted to a contract between the parties, which was conclusive evidence of a valid accord and satisfaction, and therefore barred the right of the plaintiff to prove that it was given upon the express understanding that he might enforce the remainder of his claim upon establishing his contention that he was entitled to recover the full amount due upon the agreement in American dollars, instead of about one-half that sum-the value of Japanese yens. By this receipt the plaintiff acknowledged the receipt of $1,250 in full payment of his contract, with salary, interest, and allowance, besides closing his account. Was this anything more than a mere admission upon the part of the plaintiff that he had received the sum named in full payment of his salary, interest, allowance, and account?

The insistence of the defendant that the receipt signed by the plaintiff was a contract leads to the inquiry, first, as to the elements required to constitute a contract; and, second, whether that instrument contains such necessary elements. A contract is defined by Blackstone, Kent, Chief Justice Marshall, and others, as an agreement, upon a sufficient consideration, to do or not to do a particular thing. Comyn's definition of the essentials to a simple contract are: (1) A person able to contract; (2) a person able to be contracted with; (3) a thing to be contracted for; (4) a good and sufficient consideration, or quid pro quo; (5) clear and explicit words to express the contract or agreement; and (6) the assent of both the contracting parties. This definition was approved in Justice v. Lang, 42 N. Y. 493, 1 Am. Rep. 576. When tested by these definitions, it becomes impossible to find within the receipt signed by the plaintiff the elements necessary to constitute a valid contract. If we assume that the plaintiff was a person able to contract, and that the defendant was able to be contracted with, still there is nothing upon the face of the paper indicating any contract with the defendant, or anything which was contracted for. Neither were there any clear or explicit words to express any contract or agreement. There are in the receipt no words importing a promise or contract to do anything, nor to refrain from doing anything. It, at most, is a mere admission upon the part of the plaintiff that he has received a certain amount of money in full for certain services and allowances which closed his account. Treat the language of this receipt as you may-admit all that is...