Pechon v. National Corp. Service, Inc.

• Decision Date: 10 February 1958
• Docket Number: No. 43351,43351
• Citation: 234 La. 397,100 So.2d 213
• Parties: Ernest E. PECHON v. NATIONAL CORPORATION SERVICE, Inc., and Forrest C. Pendleton.
• Court: Louisiana Supreme Court

Page 213

100 So.2d 213

234 La. 397

Ernest E. PECHON v. NATIONAL CORPORATION SERVICE, Inc., and Forrest C. Pendleton.

No. 43351.

Supreme Court of Louisiana.

Feb. 10, 1958.

Byrnes & Wallace, New Orleans, for appellant.

Hammett & Bertel, New Orleans, for defendants-appellees.

HAWTHORNE, Justice.

Plaintiff Ernest E. Pechon alleged in his petition, among other things, that the defendant Forrest C. Pendleton, individually and for the defendant National Corporation Service, Inc., induced plaintiff to terminate his services as an agent with the Federal Bureau of Investigation and to enter into a contract of employment with the defendant corporation, and that his employment with the corporation was illegally and wrongfully terminated as of February 1, 1954. Plaintiff prayed that '* * * there be judgment herein in favor of petitioner, Ernest E. Pechon, ordering the said defendants to specifically perform the said contract in that twenty-five per cent of the outstanding stock of the said corporation be sold unto petitioner in accordance with the terms of the said contract and that petitioner be restored to his position with full salary, plus expenses and transportation, and that that there be further judgment in favor of petitioner for all sums and salary lost up to the date of reinstatement, less any amount that petitioner may earn in other endeavors pending the trial and decision in this case, or, in the alternative, and only in the alternative, if the Court should find that petitioner is not entitled to the relief hereinabove prayed for, then that there be judgment in favor of petitioner, Ernest E. Pechon, in the sum of $7,200 per year for five years from May 19, 1953, less any amount heretofore paid petitioner, and for further damages commensurate with dividends on one-fourth of the stock of said corporation for as long as petitioner shall hold said stock'.

Defendants filed answer, and after trial on the merits plaintiff's suit was dismissed at his costs. He has appealed.

First, we do not think that the evidence in this case sustains plaintiff's contention that defendant Pendleton individually and for the defendant corporation induced plaintiff to terminate his services with the Federal Bureau of Investigation and become associated with the corporation. Plaintiff at the time of his employment by the corporation had been living in Philadelphia, and during a visit to New Orleans negotiations were begun between him and Pendleton with regard to his employment by the corporation. Plaintiff obtained the services of an attorney, Mr. Flettrich, who in due course drafted a contract setting forth the proposed terms of this employment. This proposed contract stipulated employment for a period of three years at an annual salary of $7,200 payable semi-monthly, and, among other things, granted the right and privilege to plaintiff to acquire 25 per cent of the outstanding capital stock of the National Corporation Service, Inc., of Louisiana at its book value at the date of purchase, and reimbursement of the actual expenses incurred in transporting plaintiff, his wife, and personal effects from Philadelphia to New Orleans.

This contract in due course was submitted to Mr. Pendleton, who informed plaintiff's attorney in a letter dated February 27, 1953, that he had carefully read the contract, and that it did not reflect the oral understanding between him and Mr. Pechon. Mr. Pendleton sent a carbon copy of this letter to plaintiff. The attorney wrote Mr. Pechon on March 2, 1953, informing him that Mr. Pendleton objected to several provisions of the contract, particularly to the provision regarding the sale of a percentage of the corporation's stock.

Considerable correspondence passed between Pechon and Pendleton. However, on March 2, 1953, plaintiff drafted to Pendleton a letter in which, among other things, he stated:

'I care particularly about four points which should make up our initial employment agreement. These four points are fundamental. They actually make up part of any employer-employee agreement whether F.B.I., insurance, salesmen or the like.

'These aspects are:

'1. Salary ($7200.--per year)

'2. Reasonable expenses incurred by me on company business are to be reimbursed following the submittance of voucher itemizing expenditures.

'3. Company automobile at company expense should be provided for use in contact or call work and other sundry company business.

'4. Expenses incurred by me in moving self, wife and personal effects from Philadelphia to New Orleans should be reimbursed by you.

'It is my feeling and understanding that other items mentioned in employment contract submitted to you by Al Flettrich are to be Only voluntary measures, on your part, made available to me, at your discretion, depending on and at the time you are satisfied with my performance. This feeling of satisfaction of course can only be fostered and attained by satisfactory service over a period of time.' (Italics ours.)

Under date of March 24, 1953, Pendleton wrote to plaintiff as follows:

'* * * I am glad we have gotten together on all four points set out in your letter of March 2, 1953.

'1.--To pay you a salary of $7,200 per year.

'2.--Reasonable expenses incurred by you on company business, to be paid back on submitting voucher.

'3.--Furnish automobile at company expense for use in contact or soliciting business, and other sundry activities for benefit of company.

'4.--Reimburse you for cost of moving to New Orleans in the amount of $868.44 specified in your letter of March 8, 1953.

'I agree to the four points of your proposal set out above. I am sure this is as legal as any attorney can bind us, and submit that this is sufficient. If you want Al Flettrich to draw up a contract embodying the above, I have no objection, however, I am sure it isn't necessary.'

Plaintiff acknowledged the receipt of this letter, stating that he was very happy that agreement had been reached on all points of his employment contract. In due course he came to New Orleans and entered the employ of the defendant corporation.

At about the time plaintiff entered the employment of the defendant corporation, he requested of Pendleton, president of the corporation, who was leaving on a long trip, a letter as...