LaFontaine v. Developers & Builders, Inc.

• Decision Date: 06 February 1968
• Docket Number: No. 52843,52843
• Citation: 261 Iowa 1177,156 N.W.2d 651
• Parties: Andre J. LaFONTAINE and DeLoma LaFontaine, Appellees, v. DEVELOPERS & BUILDERS, INC., and Unique Cleaners, Inc., and Raymond R. DuPre, Appellants.
• Court: Iowa Supreme Court

Page 651

156 N.W.2d 651

261 Iowa 1177

Andre J. LaFONTAINE and DeLoma LaFontaine, Appellees, v. DEVELOPERS & BUILDERS, INC., and Unique Cleaners, Inc., and Raymond R. DuPre, Appellants.

No. 52843.

Supreme Court of Iowa.

Feb. 6, 1968.

As Modified on Denial of Rehearing April 9, 1968.

Kennedy, Kepford, Kelsen & White, Waterloo, for appellants.

Fulton, Frerichs & Nutting, Waterloo, for appellees.

LARSON, Justice.

In early 1960 Raymond R. DuPre became interested in buying Unique Cleaners, Inc. of Waterloo, Iowa, and obtained an option to purchase seventy-five percent of Unique's outstanding stock. He approached Andre J. LaFontaine in June of 1960 and offered to exercise this option, employ him as plant manager, and sell him 60 shares of Unique stock.

Upon LaFontaine's acceptance, DuPre exercised his option and on or about June 20, 1960, LaFontaine commenced his employment and signed an agreement to purchase 60 shares of Unique stock, which agreement was later revised and superseded to provide for the purchase of DuPre's entire interest of 120 shares of Unique stock. This agreement, attached to plaintiffs' petition and marked Exhibit 'A', provided as follows:

'The following Agreement executed this 16 day of June, 1961, by and between Developers & Builders, Inc., an Iowa Corporation with its principal place of business in Waterloo, Black Hawk County, Iowa, Party of the First Part, and Andre J. LaFontaine and DeLoma LaFontaine as joint tenants with full right of survivorship, of Waterloo, Black Hawk County, Iowa, Parties of the Second Part, this Agreement abrogating and superseding the Agreements of the parties hereto made on June 15, 1960 and on November 23, 1960, WITNESSETH THE FOLLOWING:

'THAT WHEREAS, Party of the First Part is the owner of One Hundred Twenty (120) shares of the stock of Unique Cleaners, Incorporated, an Iowa Corporation with principal place of business in Waterloo, Black Hawk County, Iowa, and

'WHEREAS, Party of the First Part desires to sell said stock unto Parties of the Second Part, and Parties of the Second Part desire to purchase said stock from Party of the First Part, at the price and in the manner and form hereinafter set forth.

'NOW, THEREFORE, THIS AGREEMENT:

'Party of the First Part does herewith sell unto Parties of the Second Part the said One Hundred Twenty (120) shares of stock of Unique Cleaners, Incorporated, and as payment therefor, Second Parties covenant and agree to pay therefor the sum of Eighty-one and 42/100 Dollars ($81.42) each and every week hereafter until June 15, 1970, and the sum of Sixty Dollars ($60.00) per week for a fifteen (15) year period thereafter, or until the death of the survivor of Raymond R. DuPre and Marie A. DuPre, whichever event (the expiration of said additional fifteen (15) year period or the death of the survivor of the said DuPres) shall last occur.

'All voting rights of said shares shall remain in Party of the First Part until fulfillment of the purchase terms as hereinabove specified.

'It is understood and agreed that a transfer of said shares has been executed in blank by Party of the First Part, to be delivered to Parties of the Second Part upon fulfillment of the terms hereof, or cancelled by Party of the First Part upon default in performance of any of the terms herein by Parties of the Second Part.

'Time is made of the essence of this Agreement, and failure on the part of Parties of the Second Part to strictly and punctually make payment as specified herein or make performance of any requirement herein to be made, shall at the option of Party of the First Part render this Agreement at such time null and void, and the rights of said Parties of the Second Part shall at such time cease and desist.

'This Agreement shall be binding upon the heirs, executors and assigns, as the case may be, of all of the parties hereto.

'IN WITNESS WHEREOF, the said parties have subscribed their names on this 16th day of June, 1961.

'DEVELOPERS & BUILDERS, INC.

By /s/ Raymond R. DuPre, President

Party of the First Part

'/s/ Andre J. LaFontaine

/s/ DeLoma LaFontaine

Parties of the Second Part.'

In this suit, brought in equity, the trial court found an oral agreement of employment had been breached without just cause by the defendant DuPre, who was fully authorized and did speak for all defendants, and granted judgment to plaintiffs, Andre J. and DeLoma LaFontaine, in the sum of $22,064.82, denied defendants' prayer for foreclosure, and dismissed plaintiffs' claim based on unjust enrichment. Both parties appealed.

I. Our review is de novo. As the appellate court, we give weight to the fact findings of the trial court but are not bound by them. Rule 344(f)(7), R.C.P.

We are not sure, after a careful reading of the pleadings, the briefs and arguments of the parties, and the findings and conclusions of the trial court, whether the involved contract was considered a partially-integrated agreement or two independent agreements, one written and one oral. We suspect the former, and will so consider it in this appeal. No complaint is made of the finding that DuPre was fully authorized to act and speak for all defendants and we concur in that finding.

In their first proposition defendant-appellants contend the court erred in overruling their motion to dismiss filed at the close of all evidence. The correctness of this ruling, they concede, depends upon the validity of their propositions 2, 3 and 4, next considered.

II. In their second proposition defendant-appellants argue the trial court erred in holding that an implied contract of employment existed between LaFontaine and any of the defendant-appellants. They contend the court did not construe an existing agreement but created a new one, that the claimed agreement of employment was too vague, inexact, indefinite and nebulous as to the working hours of the employee to be legally enforceable, and that the claimed agreement of employment is entirely unilateral in that the plaintiff was in no respect bound to perform thereunder. We find no merit in these contentions.

The Plaintiffs' original petition filed September 7, 1965, named Developers & Builders, Inc. and Raymond R. DuPre as defendants and prayed for certain relief including an injunction to restrain the defendants from terminating LaFontaine's employment. A temporary injunction was granted ex parte and then dissolved on September 27, 1965.

On December 28, 1965, after being granted leave to amend their petition, the plaintiffs filed a substituted petition in three divisions and included Unique Cleaners, Inc. as a defendant. Division I alleged, in substance, that the defendants breached an employment agreement with LaFontaine by discharging him without justifiable cause and praying damages therefor. Division II alleged that the employment agreement was omitted from the written agreement between Developers and LaFontaine by mistake or by the misrepresentation of DuPre, and prayed for damages. Division III alleged a breach of an employment agreement and damages therefor and included an additional $15,000 damages for loss allegedly occasioned by plaintiff due to the fact that he relinquished his position in the competitive market. At the close of plaintiffs' case they asked and received leave of the court to add a fourth division wherein a count for unjust enrichment was alleged.

The parties are entitled to the benefit of that interpretation of their evidence, and of all reasonable inferences most favorable to their case, in an effort to prove the real intent of the parties to an agreement, and if reasonable minds may differ as to the conclusions to be drawn from that evidence, a question of fact exists. 'The existence of a contract, 'meeting of the minds,' intention to assume an obligation, the understanding is to be determined not alone from words used, but in the situation, acts, and conduct of the parties, and from their situation and the attending circumstances, and by the inferences which mankind would ordinarily and reasonably draw therefrom.' Kladivo v. Melberg, 210 Iowa 306, 313, 227 N.W. 833, 837, and citations. Also see Storck v. Pascoe, 247 Iowa 54, 62, 72 N.W.2d 467; In re Estate of Lindsey, 254 Iowa 699, 708, 118 N.W.2d 598; Port Huron Mach. Co. v. Wohlers, 207 Iowa 826, 221 N.W. 843; In re Estate of Newson, 206 Iowa 514, 219 N.W. 305.

As pointed out in Smith v. Stowell, 256 Iowa 165, 174, 125 N.W.2d 795, there may be a contract implied in law on a point not covered by an express contract, but no such implied contract on a point fully covered by an express agreement. Clearly, the express agreement here did not cover the point as to employment or the term thereof, and parol testimony for the purpose of interpreting the full agreement was permissible. Hamilton v. Wosepka, Iowa, 154 N.W.2d 164. Of course, the rule is well established that where there is an express contract covering the subject matter, the law will not imply a quasi or constructive contract. Smith v. Stowell, supra, and citations. Here, however, we find the express agreement did not fully cover the subject matter of the agreement between the parties and the evidence was competent to establish the intent of the full agreement.

Appellees contend and the trial court found that the plaintiff LaFontaine and the defendant DuPre, who was then the holder of an option to purchase the controlling interest in Unique, entered into an oral agreement on June 15, 1960, and, contemporaneous with the written agreement to purchase Unique stock, agreed that LaFontaine was to work for Unique as its general manager at a salary which was to be large enough to permit him to take home $100 a week plus an amount sufficient to pay Developers $81.42 per week on a contract for the purchase of 60 shares of stock in Unique. It was understood that DuPre, on behalf of Developers, would exercise the option to purchase the 120 shares of stock in Unique, and in turn Developers was to enter...