Nashem v. Jacobson

• Decision Date: 18 January 1972
• Docket Number: No. 339--III,339--III
• Citation: 6 Wn.App. 363,492 P.2d 1043
• Parties: John W. NASHEM, Respondent, v. Dale JACOBSON and Marlene Jacobson, his wife, et al., Appellants, John W. Nashem and Nettie J. Nashem, his wife, et al., Respondents.
• Court: Washington Court of Appeals

Page 363

6 Wn.App. 363

492 P.2d 1043

John W. NASHEM, Respondent, v.Dale JACOBSON and Marlene Jacobson, his wife, et al., AppellantsJohn W. Nashem and Nettie J. Nashem, his wife, et al., Respondents.

No. 339--III.

Court of Appeals of Washington, Division 3.

Jan. 18, 1972.

Thomas F. Paul, of Howard, LeGros, Buchanan & Paul, Seattle, for appellants.

Don W. Schussler, of Nashem, Prediletto & Brooks, Yakima, for respondents.

MUNSON, Chief Judge.

Defendants, Dale and Myron Jacobson, their respective marital communities, and Garden City Furniture Inc., appeal from an adverse judgment based upon an order granting summary judgment.We affirm in part and reverse in part.

The major question presented for our consideration is whether the trial court erred as a matter of law in granting summary judgment based upon an interpretation of a contract.We answer in the negative.

The inventory of Nashem's, Inc.(Nashem's), a Yakima furniture store, was sold to John Nashem(plaintiff), president of said corporation, who in turn conveyed same to Garden City Furniture, Inc.(buyer).The Jacobsons are the principal stockholders of buyer.By the terms of the agreement, dated October 10, 1968, buyer agreed to pay in its corporate shares a price based upon value of the inventory plus the book value of the fixtures, less Nashem's accounts payable, which buyer assumed.The agreed value per share of buyer's stock was $100.After appropriate computations, plaintiff received 326 shares of stock.The sale agreement further provided:

Dale Jacobson and Myron Jacobson, individually and jointly agree to purchase from JOHN W. NASHEM all of the stock issued to JOHN W. NASHEM in GARDEN CITY FURNITURE, INC., for cash at the rate of $100.00 per share plus accrued earnings at any time before the close of the next fiscal year of GARDEN CITY FURNITURE, INC., a corporation, namely, March 31, 1970.Thereafter, in the event Seller should decide to sell or offer for sale the stock issued to him in payment of the purchase price, the then existing stockholders of Buyer shall have the right of first refusal to purchase all of said stock at the price of $100.00 per share.

It was also agreed plaintiff was to be employed by buyer as co-manager of its Yakima operation, to be operated under the assumed name of 'Crossroads Interiors'.

Contemporaneous with the sale-employment agreement was a lease of the building owned by Nashem's to buyer for a 5-year period and from which buyer would operate 'Crossroads Interiors'.

Approximately 1 year after the agreement, but prior to March 31, 1970, plaintiff terminated his employment with buyer.Buyer then ceased its Yakima operation and gave notice of termination of the lease.Plaintiff attempted to exercise his rights under the stock purchase portion of the sale agreement but the Jacobsons denied any responsibility thereunder.

Plaintiff brought suit to enforce the sale-employment agreement alleging: (1)paragraph 5 thereof wherein the Jacobsons agreed to purchase plaintiff's corporate shares and their refusal to do so, and (2) buyer's failure to comply with the salary provisions thereof.Defendants denied plaintiff's claim and counterclaimed against plaintiff and his marital community alleging damages arising from plaintiff's breach of the terms of his employment relative to his co-managerial and fiduciary duties.Defendants further complained against (1)plaintiff's parents, Norman R. Nashem, Sr., and wife, for damages allegedly arising, out of the former's employment in the Yakima store, and (2) Nashem's for alleged breach of the lease by plaintiff's termination of his employment and the lease.All 'defendants' to defendants' counterclaims denied the allegations and Nashem's counterclaimed against buyer for rent due under the lease and for fees it incurred in reletting the building.Buyer and the Jacobsons denied any liability therefor and alleged plaintiff terminated the lease at the time he terminated his employment.

Plaintiff moved for summary judgment on his claim regarding the stock purchase, salary claim and dismissal of defendants' counterclaims.Nashem's sought summary judgment on their claim for rent and releting expenses and dismissal of defendants' counterclaims.Defendants moved for summary judgment on plaintiff's claim for salary.

Initially the trial court orally denied plaintiff's and Nashem's motions for summary judgment reserving, however, the right to consider the pleadings, affidavits, answers to interrogatories and depositions submitted therewith but granted defendants' motion with regard to plaintiff's salary claim.Subsequently the trial court, having read the documentation presented by all parties, reconsidered plaintiff's motion for summary judgment and granted it with respect to the stock purchase agreement and Nashem's motion with respect to rent and rental expenses; however, it denied plaintiff's claim for dismissal of defendants' counterclaim for mismanagement by plaintiff and set same for trial along with defendants' claim against plaintiff's parents.

When the trial court granted plaintiff's motion for summary judgment it found no just reason for delay in entering a judgment thereon existed and did so establishing plaintiff's claim for his stock and Nashem's claim for rent and expenses.CR54(b).Thus, the appeal relative thereto comes properly before us.SeeManion v. Pardee, 79 Wash.2d 1, 482 P.2d 767(1971);Crosthwaite v. Crosthwaite, 56 Wash.2d 838, 358 P.2d 978(1960).

While at first blush it may appear odd the trial court ordered the Jacobsons to pay plaintiff for his stock when the dispute involved the interpretation of a contract, the propriety of the court's action is seen when the rules regarding the interpretation of contracts are examined and applied to the instant case.

While the primary purpose of any judicial interpretation is to ascertain the parties' intentions, Grant County Const'rs. v. E. V. Lane Corp., 77 Wash.2d 110, 120--121, 459 P.2d 947(1969), 3 Corbin on Contracts § 534at 9(1960), the trial court should first determine if the parties intended the writing to be a complete and accurate integration of the terms they mutually arrived at during negotiation.Dix Steel Co. v. Miles Constr., Inc., 74 Wash.2d 114, 118, 443 P.2d 532(1968).It is possible a writing is merely a part of the total contract and there is a collateral agreement which completes it, I.e., partial integration of the written contract.In such an event the latter may be proved by extrinsic evidence insofar as it is not...