Retail Clerks Health & Welfare Trust Funds v. Shopland Supermarket, Inc.
| Decision Date | 15 January 1982 |
| Docket Number | No. 47817-1,47817-1 |
| Citation | 640 P.2d 1051,96 Wn.2d 939 |
| Court | Washington Supreme Court |
| Parties | , 93 Lab.Cas. P 13,284 RETAIL CLERKS HEALTH & WELFARE TRUST FUNDS and the Retail Clerks Pension Trust Funds, Petitioners, v. SHOPLAND SUPERMARKET, INC., a Washington corporation, Respondent, and RETAIL CLERKS WELFARE TRUST FUND and Retail Clerks Pension Trust Fund, Petitioners, v. The COMMISSION COMPANY, INC., a Washington corporation; West Dependable Stores, Inc., a Washington corporation; Shopland Supermarket, Inc., a Washington corporation; and West Dependable Stores of Everett, Inc., a Washington corporation, Respondents. |
Donaldson & Kiel, P. S., Sanford Levy, Seattle, for petitioners.
Carmody, Syrdal, Danelo & Klein, P. S., Peter A. Danelo, Seattle, for respondent.
This case is a consolidation of two actions brought by appellants Retail Clerks Health & Welfare Trust Funds and the Retail Clerks Pension Trust Funds to collect employee benefit contributions allegedly due from respondents Shopland Supermarket, Inc., and West Dependable Stores of Everett, Inc., for the contract periods 1971-74 and 1974-77. The trial court entered a judgment dismissing the claims. The Court of Appeals, Division One, affirmed the judgment of dismissal. We reverse.
Petitioners are two trust funds created pursuant to section 302(c)(5) of the Labor Management Relations Act, 29 U.S.C. § 186(c)(5). Respondents, Shopland Supermarket, Inc. and West Dependable Stores of Everett, Inc., are engaged in the retail grocery business in Snohomish County. At all times material to this action, Harold L. Cohen has been president of both corporations.
Teamsters Local 38 (the union) represents grocery industry employees in the Everett area. For the past 20 years, the union has engaged in collective bargaining with Allied Employers, Inc., an association of large retail grocery stores. These negotiations have produced a series of 3-year agreements that require the stores to make health, welfare, and pension fund contributions to the petitioner trust funds on behalf of their employees. The respondent employers are not members of Allied Employers, Inc., and are not bound by the above negotiations.
In 1971 and 1974 Frank Donavan, the local union representative, presented the contracts negotiated with Allied Employers to Mr. Cohen and asked him to sign identical contracts on behalf of his stores. In 1971, Cohen signed the contract without noting any objections thereon. In 1974, Cohen again signed, but this time with the notation Exhibit 1.
To ensure proper trust fund contributions, petitioners conduct random audits of participating employers. Audits of the respondent employers revealed that they had consistently contributed for their full-time employees, but that over $70,000 had not been paid for part-time employees as required by the collective bargaining agreements. The petitioners instituted these actions on behalf of respondents' employees to collect unpaid contributions dating back to 1968. The respondents answered and asserted various affirmative defenses, including laches. The petitioners have now abandoned their claims based on an alleged 1968 contract, which was lost, but maintain their claims as to the 1971 and 1974 contracts.
At trial, Mr. Cohen testified that he had not intended to be bound on either the 1971 or the 1974 contract. The evidence also showed that since 1959, Cohen's stores had paid into a trust fund on behalf of their full-time employees. Over the petitioners' objections, the jury was given the respondents' proposed instructions Nos. 11 and 14. Instruction No. 11 told the jury that petitioners had the burden of proving that Harold Cohen "indicated an intent to be bound in a contractual relationship". Clerk's Papers, at 22. Instruction No. 14 set forth the elements of laches.
The jury answered a series of special interrogatories, finding that the petitioners had not proven the existence of any written collective bargaining agreements, that Harold L. Cohen had not indicated an intent to be bound by the contracts and had not ratified the agreements, and that the respondents had proven their laches defense. The trial court then entered findings of fact, conclusions of law, and a judgment dismissing petitioners' action. The Court of Appeals, Division One, affirmed by an unpublished 2 to 1 decision in Retail Clerks Health & Welfare Trust Fund v. Shopland Supermarket, Inc., 28 Wash.App. 1033 (1981).
Existence of written collective bargaining agreements.
The jury was presented with a series of five interrogatories which they were asked to answer in arriving at their decision. Special interrogatory No. 1 asked the jury:
Did the plaintiff's (Trust Funds) prove that there existed a written collective
bargaining agreement signed by both Teamster Union Local 38 ("the Union") and
the defendants, for each of the following periods
a. 1968-1971 ANSWER: ____________ (Yes or No)
b. 1971-1974 ANSWER: ____________ (Yes or No)
c. 1974-1977 ANSWER: ____________ (Yes or No)
Clerk's Papers, at 8. The jury answered "No" for each of the three contract periods. Petitioners have dropped their appeal as to the 1968-71 contract, but as to the other two periods there was no dispute as to the existence of the 1971 and 1974 written contracts. In fact, Mr. Cohen admitted having read and signed the 1971 and 1974 contracts, and those documents were admitted into evidence.
The credibility of witnesses and the weight to be given the evidence are matters which rest within the province of the jury; and, even if the court were convinced that a wrong verdict had been rendered, it should not substitute its judgment for that of the jury so long as there was evidence which, if believed, would support the verdict rendered. Burke v. Pepsi-Cola Bottling Co., 64 Wash.2d 244, 246, 391 P.2d 194 (1964). The court will overturn a jury's verdict only rarely and then only when it is clear that there was no substantial evidence upon which the jury could have rested its verdict. State v. O'Connell, 83 Wash.2d 797, 839, 523 P.2d 872 (1974); Valente v. Bailey, 74 Wash.2d 857, 859, 447 P.2d 589 (1968).
Here, we find no substantial evidence to support the jury's conclusion that the written contracts did not exist. Perhaps the jury believed that without a manifestation of intent to be bound, there was no document which embodied the agreement of the parties. This reasoning, however, does not respond to the interrogatory posed, and the answer "No" as to the existence of the 1971-74 and 1974-77 contracts is simply unsupported by the evidence. Therefore, we find that by producing signed copies of the 1971-74 and 1974-77 contracts, the petitioners did prove the existence of those written documents.
Cohen's intent to be bound by the 1971 and 1974 contracts.
The trial court instructed the jury that petitioners had the burden of proof as to Mr. Cohen's intent to be bound by the 1971 and 1974 contracts. Since Cohen admitted that he read and signed those documents, the trial court's instruction was tantamount to requiring the petitioners to prove Mr. Cohen's subjective intent to be bound. This is directly contrary to our policy of looking to the objective manifestation of intent as expressed in the writing. See Barclay v. Spokane, 83 Wash.2d 698, 521 P.2d 937 (1974); Jacoby v. Grays Harbor Chair & Mfg. Co., 77 Wash.2d 911, 918, 468 P.2d 666 (1970).
The proponent of a contract need only prove the existence of the contract and the other party's objective manifestation of intent to be bound thereby; the unexpressed subjective intent of either party is irrelevant. Barclay, 83 Wash.2d at 700, 521 P.2d 937; Jacoby, 77 Wash.2d at 918, 468 P.2d 666. In the present case, the petitioners produced the 1971 and 1974 contracts along with the objective manifestation of Cohen's intent to be bound: his signatures. Mr. Cohen's subjective intent not to be bound was irrelevant. Therefore, the trial court's instruction was erroneous. At that point, the burden shifts to the party seeking to avoid the contract to prove a defense to the contract's enforcement.
Mr. Cohen's testimony and notation on the 1974 contract indicate that his primary contention is that duress or coercion invalidated his assent to the terms of the collective bargaining agreement. A party to a contract which he has voluntarily signed cannot, in the absence of fraud, deceit, or coercion be heard to repudiate his own signature. National Bank of Washington v. Equity Investors, 81 Wash.2d 886, 912, 506 P.2d 20 (1973). Duress or business compulsion is a defense which must be proven by the "victim" who seeks to escape liability. See Barker v. Walter Hogan Enterprises, Inc., 23 Wash.App. 450, 596 P.2d 1359 (1979). To establish duress or coercion, there must be proof of more than reluctance to accept or financial embarrassment. The assertion of duress must be proven by evidence that the duress resulted from the other's wrongful or oppressive conduct. The mere fact that a contract is entered into under stress or pecuniary necessity is insufficient. Culinary Workers Local 596 Trust v. Gateway Cafe, Inc., 91 Wash.2d 353, 363, 588 P.2d 1334 (1979); Puget Sound Power & Light Co. v. Shulman, 84 Wash.2d 433, 442-43, 526 P.2d 1210 (1974). See also W. R. Grimshaw Co. v. Nevil C. Withrow Co., 248 F.2d 896, 904 (8th Cir. 1957); 13 S. Williston, Contracts § 1606 (3d ed. W. Jaeger 1970). Generally, circumstances must demonstrate a person was deprived of his free will at the time he entered into the challenged agreement in order to sustain a claim of duress. Whitman Realty & Inv. Co. v. Day, 161 Wash. 72, 77, 296 P. 171 (1931).
It appears that Mr. Cohen's notation of a possible "coercion" defense on the 1974 contract was little more...
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