McGarrigle v. Green

• Decision Date: 06 January 1904
• Parties: McGARRIGLE et al. v. GREEN.
• Court: Connecticut Supreme Court

56 A. 609

76 Conn. 398

McGARRIGLE et al.

v. GREEN.

Supreme Court of Errors of Connecticut.

Jan. 6, 1904.

Appeal from Superior Court, Fairfield County; Ralph Wheeler, Judge.

Action by Rose McGarrigle and another against John W. Green. From a judgment for plaintiffs, defendant appeals. Reversed.

Samuel Tweedy and Howard B. Scott, for appellant.

Howard W. Taylor, for appellees.

TORRANCE, C. J. This is an action to recover damages for the breach of a written contract made between the plaintiffs and the defendant at Danbury, dated the 14th day of July, 1899, and called herein "Contract B." The plaintiffs at the beginning of the suit were Rose McGarrigle and Daniel Keating. During the pendency of the suit Mrs. McGarrigle died, and the suit is now prosecuted by her administrator and Keating. The disposition of the case depends largely upon the construction that may be put upon Contract B, and as that contract is to be construed in the light of the circumstances in which it was made, if necessary, it will be well here and now to state briefly what those circumstances were, as they appear of record. When the contract was made, the defendant, Green, was, and theretofore had been, and thereafter continued to be, extensively engaged in the manufacture of hats in Danbury. He owned one large hat factory, was part owner in another, had charge of the former, and had part charge of the latter. Such was his situation. When the contract was made the plaintiffs were in the possession of a hat factory in Danbury, with all the machinery and tools therein, known as the "Johnson Factory." They held possession of that factory by virtue of a written agreement with Dexter, the owner thereof, made and dated on the 13th day of July, 1899, called herein "Contract A." Under that contract the plaintiffs had the right to occupy said factory, and to use all the tools and machinery therein, free of rent, and the right ultimately to purchase the same at an agreed price, upon keeping and performing all the conditions and stipulations on their part to be kept and performed, contained in Contract A. For some time prior to July 14, 1899, the plaintiffs, at said Johnson factory, had made hats for a commission house in New York City, out of materials furnished by said house, and had also sold to said house hats manufactured by the plaintiffs out of their own materials. Such was the situation of the parties of the second part in Contract B when that contract was executed. The material parts of Contract B are the following: The plaintiffs agree with Green "to manufacture hats" for him "for the term of (2) two years from and after July 14th, 1899, upon the following terms and conditions, to wit," Keating and McGarrigle "shall provide at all times the factory occupied by them, and known as the 'Johnson Factory' (or other equally convenient factory), together with tools, machinery, fixtures, equipment, and labor necessary to the manufacture of hats of the character, style, and quality which" Green "may desire to be manufactured for him." Keating and McGarrigle "shall give their entire time and attention to the manufacture of such hats under the direction of" Green, "and during the life of this agreement" they "shall not engage in the manufacture of hats, either for themselves or for any person or persons other than" Green, without his consent. Green "agrees to provide all stock and material necessary to the manufacture of said hats, which stock and material shall at all times remain his prop erty, and to advance to" Keating and McGarrigle "all moneys that may be necessary to pay for labor employed and fuel and water purchased" by them in the manufacture of the hats; and as a part of such labor "It is agreed that" Keating and McGarrigle "shall draw twenty-five ($25.00) dollars each per week." The contract then provides for the selection and employment of a bookkeeper, to keep the accounts relating to business done under the contract, and that the accounts shall at all times be open to the inspection of Green. It also provides that Green "shall take sole charge of the sale and disposition of hats manufactured for him by" Keating and McGarrigle under the agreement. It further provides, in substance, as follows: "As compensation for the manufacture of such hats" Keating and McGarrigle "shall receive one-half (1/2) of all net profits realized by" Green "from the manufacture and sale of such hats." In estimating such net profits, it is agreed that certain specified items shall be deducted from the amounts received by Green from the sale of hats made under Contract B. Green agrees to advance to Keating and McGarrigle. upon certain prescribed conditions, certain sums of money from time to time, to enable them to meet certain payments called for from them under Contract A, which advancements were to be deducted from the profits due to them under the contract. "In the event that the manufacture of hats under this agreement should not be conducted at a profit sufficient, in the opinion of" Green, "to warrant the continuance of such business," then Green "may terminate this agreement at any time after January 1, 1900." The profits are to be divided and paid over "at the termination of each hatting trade." "It is expressly understood and...