Minor v. Narragansett Mach. Co., 8671.

• Decision Date: 21 May 1945
• Docket Number: No. 8671.,8671.
• Citation: 42 A.2d 711
• Parties: MINOR v. NARRAGANSETT MACH. CO.
• Court: Rhode Island Supreme Court

42 A.2d 711

MINOR

v.NARRAGANSETT MACH. CO.

No. 8671.

Supreme Court of Rhode Island.

May 21, 1945.

Exceptions from Superior Court, Providence and Bristol Counties; Philip C. Joslin, Judge.

Action on the case in assumpsit by Arthur J. Minor against Narragansett Machine Company to recover damages for breach of a contract of employment. Verdict for plaintiff, defendant's motion for a new trial was denied, and defendant brings exceptions.

Exceptions overruled, and case remitted for entry of judgment on the verdict.

Sisson, Fletcher, Worrell & Hodge and Paul H. Hodge, all of Providence, for plaintiff.

Hinckley, Allen, Tillinghast & Wheeler and S. Everett Wilkins, Jr., all of Providence, for defendant.

CAPOTOSTO, Justice.

This is an action of the case in assumpsit to recover damages for the breach of a contract of employment. A jury in the superior court returned a verdict for the plaintiff for $2,276.43. Defendant's motion for a new trial was denied. The case is before us upon defendant's exceptions to that decision and to certain rulings during the trial.

The parties agree that there was a contract between them, but they disagree as to its terms. The plaintiff contends that he was employed for one year and that he was discharged during that period without just cause. The defendant, on the other hand, contends: first, that the plaintiff was employed for an indefinite period, which made his employment terminable at will; and, secondly, that even if he was employed for one year, he voluntarily resigned before the expiration of that time.

We will first summarize the evidence relating to the employment contract. In March 1942, the plaintiff, formerly an officer in the Engineers' Corps of the United States Army and a person of wide experience in industrial management, was in charge of the office of the War Production Board for Rhode Island and certain parts of Massachusetts. At that time the defendant corporation was in process of reorganizing its plant in Pawtucket, where it was engaged in the manufacture of general machine tools and machine tool products. The immediate purpose of this reorganization was to put itself in a position to handle large war contracts.

When the negotiations which culminated in the contract began, Norman T. Bolles was president and general manager of the defendant corporation and Frederick Stickney was its employment director. It is clear from the testimony of Bolles that Stickney, who did not testify, was the former's representative in the preliminary negotiations with the plaintiff. Stickney was the one who, having become acquainted with the plaintiff in the course of other dealings in behalf of the defendant with the W.P.B., suggested to Bolles that it might be possible to interest the plaintiff in the office of general manager for the defendant, a position which Bolles desired to fill with a competent man. Thereafter Stickney, with Bolles' knowledge and consent, opened negotiations with the plaintiff with this object in view.

The plaintiff testified that Stickney represented to him that ‘the least time’ for which the defendant ‘would engage a man’ as general manager ‘was a year’, at a salary of between $7,500 to $10,000. The plaintiff replied ‘that no man would consider a job like that for less than a year's tenure.’ The plaintiff further testified that on another occasion he definitely told him that he ‘would not consider this job for less than a year.’

Stickney then arranged a conference between the plaintiff and Bolles, in the course of which they discussed such problems as the renovating of machinery, the reorganization of personnel and other changes, so that the volume of defendant's business might reach $18,000,000 a year. The plaintiff testified that he then told Bolles that he would not consider accepting the position ‘for less than one year's contract.

That was clearly understood’; that, in answer to his inquiry as to the amount of salary, Bolles told him that it would be at least ‘$9,000 per year’, and that he would also receive a bonus if any were available for distribution. According to the plaintiff, he told Bolles that he would consider the matter and inform him of his decision.

Bolles' testimony as to this meeting was that he suggested a salary of between $7,500 and $8,500 a year; that the plaintiff asked for a salary of $9,000 a year and agreed to accept employment on that basis; and that the duration of the contract was not mentioned in this or any subsequent conversations on the matter. Bolles further testified that the plaintiff requested a letter from him confirming the arrangements that had been made so as to justify the plaintiff's resignation from W. P. B.

On April 4, 1942, Bolles sent plaintiff a lengthy letter in substance as follows. It begins by stating that the defendant was entrusted by both the War and Navy Departments with contracts for the manufacture of important and critical articles of ordnance ‘entailing a tremendous expansion program’, and then proceeds to say that, after searching without success for competent persons to aid the defendant ‘in this emergency’, it had turned to the plaintiff for assistance and asked him to become its general manager. It then goes on to relate that the defendant had discussed the matter with responsible officials in Washington and various ‘outstanding Corporations' with whom it had contractual relations, and that the consensus of opinion was that the plaintiff could serve the interests of this country by doing his part in assisting the defendant in meeting the obligations imposed upon it in the production of tools, machines and articles of ordnance. The letter then says: ‘It gives me genuine pleasure to be able to offer this position to you at a minimum salary of $9,000 per annum’, and closes by exhorting the plaintiff to make prompt arrangements so that his services might be available to the defendant with the minimum of delay.

It is unnecessary to refer to other conversations between the plaintiff and Bolles following this letter. The result of all negotiations was that the plaintiff resigned from W. P. B. as of April 11, 1942 and, on April 13, 1942, went to work for the defendant as its general manager. The defendant admits in its brief that while the plaintiff was in its employ it never claimed that his services were unsatisfactory.

We will now turn to the extensive testimony relating to the circumstances under which the plaintiff left defendant's employ. There was testimony, some of which was disputed, tending to show the following facts: On July 27, 1942, a Providence bank and the defendant entered into a guaranteed loan agreement in the sum of $1,900,000. The United States War Department, acting through the Federal Reserve Bank as its fiscal agent, was the guarantor, while defendant also pledged as further security for the loan all its tangible and intangible assets. One of the requisites for such guaranty by the War Department was that there should be no employment contract outstanding when the agreement was signed. Under such agreement the bank apparently could control the hiring of new personnel, but it had no power to compel the defendant to discharge any employee.

T. Dawson Brown, a vice-president of the bank, testified that, previous to August 8, 1942, a Mr. Deshon, who is described as chief engineer of the Boston Ordnance District, hereinafter called the district, informed him by telephone that the district was dissatisfied with employment relations of the defendant, and that a Mr. Mack, the district's resident engineer at defendant's plant, would call upon him in reference to such matter. Brown also testified that on August 8 Mack met him and then informed him that the district insisted upon plaintiff's immediate resignation as general manager for the defendant. Neither Deshon nor Mack testified, and there is nothing in the testimony showing any reason for the alleged attitude of the district towards the plaintiff.

On August 10 Brown met Bolles at the plant and, apparently by prearrangement between them, Brown informed the plaintiff, who was called in conference, that the district demanded his immediate resignation. Brown testified that he did not tell the plaintiff what, if any, specific steps the district would take if he did not resign; that the purpose of his talk with the plaintiff was ‘to just indicate to him the handwriting on the wall’; and that neither he nor Bolles demanded the plaintiff's resignation. Bolles' testimony is substantially to the same effect.

The plaintiff testified that when Brown told him that the district demanded his immediate resignation, he called attention to his contract with the defendant and asked the reason for such demand. Brown remained silent, but Bolles spoke up and said that ‘He (Deshon) did not answer when I asked him’; whereupon the plaintiff commented: ‘No reason at all? That doesn't make sense.’ There is no other evidence that Bolles had ever spoken to Deshon concerning the matter.

The plaintiff further testified that Brown, in Bolles' presence, then informed plaintiff that if he did not resign by noon of that day, the defendant would be seriously embarrassed, as the district would cancel the financial agreement to which it was a party. Finding himself in this situation, the plaintiff told Brown and Bolles that he ‘could not be a party to the interruption of any critical war work’ and that, in view of his contract with the defendant, he ‘would have to resign under protest’. The result of this conference was that the plaintiff immediately left the premises because, according to Brown, it was...