Magnus v. Halltown Paper Board Co., 10869

• Decision Date: 05 November 1957
• Docket Number: No. 10869,10869
• Citation: 100 S.E.2d 201,143 W.Va. 122
• Court: West Virginia Supreme Court
• Parties: Carl MAGNUS v. HALLTOWN PAPER BOARD COMPANY.

Page 201

100 S.E.2d 201

143 W.Va. 122

Carl MAGNUS v. HALLTOWN PAPER BOARD COMPANY.

No. 10869.

Supreme Court of Appeals of West Virginia.

Submitted Sept. 10, 1957.

Decided Nov. 5, 1957.

Syllabus by the Court

1. When the language of a valid written instrument is plain and unambiguous such instrument is not subject to judicial interpretation.

2. When the terms of a valid written contract are clear and unambiguous, full force and effect will be given to the language used by the parties.

3. A written contract of employment, which provides that if the employee, in the event of a change of ownership of the property of the employer, is not retained by the new owner, the employer will guarantee him his basic salary for one year after the change of ownership occurs, does not render the employer liable to pay the employee any part of his basic salary for one year after the change of ownership when, after the change of ownership occurred, the employee was given and voluntarily accepted employment by the new owner although such employment continued for a period of only two months and was then terminated by the new owner.

J. Sloan Kuykendall, Dabney W. Watts, Winchester, Va., for plaintiff in error.

Harry H. Byrer, Martinsburg, for defendant in error.

HAYMOND, Judge.

In this notice of motion for judgment proceeding instituted in the Circuit Court of Jefferson County in February, 1956, the plaintiff, Carl Magnus, seeks a recovery of $20,000.00 from the defendant, Halltown Paper Board Company, a corporation, for its alleged breach of a written contract dated April 12, 1954, by which the defendant employed the plaintiff as its vice president and general manager at an annual salary of $20,000.00.

The demurrer filed by the defendant to the notice was sustained. The plaintiff did not ask leave to amend the notice and the circuit court, by final judgment entered May 9, 1956, dismissed this proceeding. To that judgment this Court granted this writ of error on January 21, 1957, upon the petition of the plaintiff.

The notice contains the written contract in its entirety and alleges that the contract, which was prepared by the defendant and is dated April 12, 1954, was entered into between the parties after several weeks of negotiation between them; that pursuant to the contract the plaintiff assumed the duties of vice president and general manager in July 1954; that in April 1955 there was a change of ownership of the property of the defendant which in May 1955 it conveyed to Dillard Investment Corporation, a corporation, the owner of all but two shares of the outstanding capital stock of the defendant; that in May 1955 the operating facilities of the mill formerly owned by the defendant were leased to Valley Board Corporation, a corporation, which subsequently operated the mill; that from May 1, 1955 until June 30, 1955, the plaintiff was employed by Valley Board Corporation and was paid the sum of $1,666.67 per month; that on June 21, 1955, the plaintiff was informed by an officer of Valley Board Corporation that his employment with it would be terminated as of June 30, 1955; that on June 30, 1955, that company paid the plaintiff the sum of $5,000.00; and that the plaintiff was not retained by the new owner of the mill as provided by the contract of employment dated April 12, 1954, between the plaintiff and the defendant.

The written agreement between the parties, in its entirety, except its date, the place of its execution, and the signatures of the parties, is expressed in these terms:

'Agreement of employment between Halltown Paper Board Company of Halltown, West Virginia and Carl Magnus of Dayton, Ohio.

'The Halltown Paper Board Company agrees to employ Carl Magnus as Vice President and General Manager with such authority and responsibilities as are generally applicable to this position, and which are approved by the officers and directors of this Company.

'The compensation for the services of Carl Magnus to be an annual salary of $20,000.00, payable in accordance with method for payment of salaries paid to other officers; and additional compensation of 3% of the first $75,000.00 of net profits earned in each quarter of the year before the deduction for Federal income taxes. Said additional compensation to be paid quarterly in accordance with established plan for similar compensation paid the other personel.

'Either party may be released from this agreement by giving ninety (90) days notice to the other.

'In the event of a change of ownership of this company and if Carl Magnus is not retained by the new owners, this company guarantees him his basic salary of $20,000.00 for one year thereafter.

'The above provisions to become effective when Carl Magnus has assumed the duties of the above mentioned office.'

Though the defendant asserts numerous grounds to sustain the judgment of the circuit court dismissing this proceeding, the assignment of errors upon which the plaintiff relies for reversal presents the controlling question of the meaning and the effect of that paragraph of the contract which provides that 'In the event of a change in ownership of this company and if Carl Magnus is not retained by the new owners, this company guarantees him his basic salary of $20,000.00 for one year thereafter.' If under the foregoing provision of the contract and the allegations of the notice to the effect that the plaintiff after the change of ownership was given and accepted employment by Valley Board Corporation, the new owner of the business and the operator of the mill, during the period of two months from May 1, 1955 until June 30, 1955, was paid for his services during that period of time, and as of June 30, 1955 his employment by that company was terminated by its payment to him of his salary for three months in the amount of $5,000.00 in lieu of a 90 day notice to terminate his employment, which allegations on demurrer must be regarded as true, the defendant is not liable to pay him his basic salary of $20,000.00 for one year after the change of ownership, other contentions of either party need not be considered or determined in the decision of this case.

In the brief and the oral argument in this Court each party concedes that the contract is clear and unambiguous. The plaintiff, however, insists that the effect of...