Nelson v. Hamlin

• Citation: 155 N.E. 18,258 Mass. 331
• Parties: NELSON v. HAMLIN.
• Decision Date: 24 January 1927
• Court: United States State Supreme Judicial Court of Massachusetts

258 Mass. 331

155 N.E. 18

NELSON

v.HAMLIN.

Supreme Judicial Court of Massachusetts, Worcester.

Jan. 24, 1927.

Exceptions from Superior Court, Worcester County; F. T. Hammond, Judge.

Action by M. Clifton Nelson against Edward M. Hamlin. On defendant's exceptions after findings for plaintiff. Exceptions overruled.

The following are plaintiff's requests 5 and 6 and defendant's request (c):

‘5. That the contract between the plaintiff and the defendant began to run forthwith upon the plaintiff's acceptance of the defendant's offer.

‘6. That the act of the plaintiff in continuing in the employ of the R. B. Phillips Manufacturing Company at the request of the defendant, and the plaintiff's willingness to perform at all times during the period of the contract, constitute sufficient performance of said contract by the plaintiff, upon all the evidence.’

‘(c) The plaintiff in his letter of April 21, 1920 (Exhibit 2), could not avail himself of the oral conversation of April 17, 1920, to modify the defendant's offer contained in his letter of April 19, 1920 (Exhibit 1).’E. Brown, of Worcester, for plaintiff.

J. E. McConnell, of Boston (T. H. Sullivan, of Worcester, of counsel), for defendant.

CROSBY, J.

This is an action to recover damages for the breach of an alleged written contract of employment. The case was heard by a judge of the superior court. All the evidence material to the questions raised by the bill of exceptions is reported. The trial judge made the following and other findings:

The plaintiff, a civil engineer by profession, after several years' experience with manufacturing concerns, was employed in Worcester by the R. B. Phillips Manufacturing Company (hereinafter called the Phillips Company), which was engaged in making screw machine products. Notwithstanding various changes in ownership of the company, the plaintiff continued to act as manager in charge of its manufacturing business from 1912 to the fall of 1920, when the plant was closed.

There was evidence that, in June, 1915, R. B. Phillips purchased the business with borrowed money. About six months later, because of financial difficulties, one Critchley, a former owner, was placed in control and thereafter conductedthe business until December, 1916, when Phillips regained control. The defendant first became associated with the company at this time. He was elected president and general manager, and continued so to act until May, 1919, when the American Steam Gauge & Valve Manufacturing Company of Boston (hereinafter called the company to retain in its employ especially at Phillips Company and that of another company, and became the operator of the Phillips Company, which retained its trade-name.

In the spring of the year 1920, while the plaintiff was employed as manager of the American Company's plant, he received a salary of $500 a month. In March of the same year he was offered $1,000 a month to act as general manager of the Hobbs Manufacturing Company, also located in Worcester. While he was considering this offer, on Saturday afternoon, April 17, 1920, he called upon the defendant, who was then the treasurer of the American Company, and informed him of the offer and told him that he felt he ought to accept it. The parties then had a further conversation about the matter, and on Monday, April 19, 1920, the defendant wrote to the plaintiff the following letter:

‘Dear Sir: I have had more or less interviews with you regardinng your association with my organization as chief engineer and executive to the president of the various plants with which I am directly and indirectly connected. I hereby offer you the sum of twelve thousand dollars ($12,000) per year for two (2) years.’

To this letter the plaintiff replied on April 21, as follows:

‘Dear Ed: I hereby accept your offer to employ me for a period of two years at a salary of twelve thousand dollars ($12,000) per year, outlined verbally to me Saturday, April 17, when in your office and confirmed by your letter of April 19th, it being understood that you wish me to stay in my present position with the Phillips Company pending the working out of your present dealings or until conditions make it necessary to place me elsewhere. I have therefore written Mr. Pike as per inclosed copy and trust everything will work out nicely.’

The judge found that it was fair to infer that the plaintiff ‘was recognized by the defendant to be a valuable man to the company. He had been the practical manufacturing head of the business for seven or eight years during which time the company had been prosperous. He was then receiving a salary of $500 per month. In view of the future prospects of the company's business, its heavy current indebtedness to the banks, with whom the defendant was associated, the defendant's contingent personal responsibility for the company's debts through the pledge of his own property as collateral therefor and the chance that the banks might perhaps find themselves left with the business upon their hands, the possible loss of the practical operating head of the Worcester plant at that particular juncture might well appear a serious matter.’

Subsequently to April 19, 1920, the defendant had informed the plaintiff by letter that the American Company had passed into the control of a Mr. Tompers and a Mr. Jones of New York. The plaintiff thereafter agreed to work for the new owners at a salary of $1,000 a month. They took possession of the company in June, 1920, and closed the plant about November 1, following.

The judge admitted, subject to the defendant's exception, the conversation between the parties on April 17, ‘to explain the sense in which they used the words contained in the letters of April 19th and April 21st, 1920. * * *’ The judge examined and considered the events preceding the circumstances of writing said letters, as well as the subsequent conduct of the parties, and made the following findings:

‘The defendant in April, 1920, was under a heavy contingent personal responsibility for current indebtedness of the American Steam Gauge & Valve Manufacturing Company, falling due in the near future. The defendant was aware that the business of that company was then on the decline, that there had been large over-production during the War, and that the prospects for the future were doubtful to say the least and he had been informed by the plaintiff that the Worcester plant, of which the plaintiff was the practical and technical man in charge, required a large outlay of money to make good wear and tear upon its equipment which was not adequate to manufacture successfully upon a competitive basis. He knew that the plaintiff was a valuable man for the company to retain in its employ especially at that particular time. Realizing all this and knowing that the plaintiff had been offered and was considering accepting a position with another company at twice his then salary, the defendant, in order that the plaintiff might not be tempted to accept this offer and in order to induce him to decline it and to continue in the employ of the Worcester company, wrote the letter of April 19, 1920, intending thereby to offer to be responsible to the plaintiff to see that he was employed by some person or company for the next two years at a salary of $12,000 per year, provided that the plaintiff would promise to remain with the American Steam Gauge & Valve Manufacturing Company and would decline the offer from the Hobbs Manufacturing Company. The plaintiff accepted the defendant's offer by his letter of April 21, 1920, and performed his promise by declining the offered position with the Hobbs Company and by remaining in the employ of the American Steam Gauge & Valve Manufacturing Company until its Worcester plant was shut down and also by holding himself in readiness to accept such employment as should be offered to him. I am unable to find that the plaintiff by reasonable diligence could have procured other employment of the same general character fairly adapted to his abilities during that part of the two years' period covered by the contract after January 1, 1921. I find that the defendant's offer was not procured by fraud and misrepresentation upon the part of the plaintiff as alleged in the defendant's amended answer.’

The judge found generally for the plaintiff and assessed damages in the sum of $18,080.05.

[1][2] The finding that the letters of April 19 and April 21, 1920, constituted a valid contract in writing was warranted. The acceptance was in accordance with the terms of the offer. Lawrence v. Rosenberg, 238 Mass. 138, 141, 130 N. E. 189. The statement in the plaintiff's letter, ‘it being understood that you wish me to stay in my present position with the Phillips Company pending the working out of your present dealings or until...