Roberts v. San Jacinto Shipbuilders

• Decision Date: 18 December 1946
• Docket Number: No. 11831.,11831.
• Citation: 198 S.W.2d 488
• Parties: ROBERTS v. SAN JACINTO SHIPBUILDERS, Inc., et al.
• Court: Texas Court of Appeals

198 S.W.2d 488

ROBERTS v. SAN JACINTO SHIPBUILDERS, Inc., et al.

No. 11831.

Court of Civil Appeals of Texas. Galveston.

December 18, 1946.

Rehearing Denied January 9, 1947.

Appeal from District Court, Harris County; Ewing Boyd, Judge.

Suit by John I. Roberts against San Jacinto Shipbuilders, Inc., and another to recover upon an alleged contract of employment. From a judgment dismissing the petition, the plaintiff appeals.

Affirmed.

Woodul, Arterbury & Folk and Howard S. Hoover, all of Houston (Roy L. Arterbury of Houston, of counsel), for appellant.

K. C. Barkley, of Houston, for San Jacinto Shipbuilders, Inc.

J. L. Webb, of Houston, for H. C. Cockburn.

GRAVES, Justice.

This appeal is from a judgment of the 11th District Court of Harris County (Hon. Ewing Boyd sitting as Judge thereof), in cause No. A—316372 upon the docket of that court, wherein the appellant here, John I. Roberts, had sought recoveries against the appellees here, jointly and severally, San Jacinto Shipbuilders, Inc., and H. C. Cockburn, as an individual, upon an alleged contract of employment of him by them, in answer to which, among other pleadings, both appellees had separately interposed special exceptions to the appellant's petition against them each, attacking it as having declared upon a claimed agreement that violated the public policy of the State of Texas, and was void.

The trial court, after hearing the special exceptions before any trial upon the merits, sustained them in the appealed-from order, the material portion of which was this:

"The court is of the opinion that the exceptions of the San Jacinto Shipbuilders, Inc., and of the defendant, H. C. Cockburn, to plaintiff's petition, on the ground that plaintiff's said petition states no cause of action upon which relief can be granted to the plaintiff, should, in all things, be sustained.

"It is therefore, Ordered, Adjudged, and Decreed by the Court that the aforesaid exceptions of the defendants, San Jacinto Shipbuilders and H. C. Cockburn, be and the same are in all things sustained, and said cause is hereby dismissed, plaintiff declining to amend."

As this court understands its action that court based its holding that the appellant's petition stated no cause of action against either of the appellees upon the sole conclusion that it was vulnerable to the special exceptions going to the one indictment against it that, as pled, the petition upon its face declared upon an alleged contract that contravened the public policy of Texas, hence was null, void, and unenforceable.

The appeal, therefore, presents to this court the single question of law as to whether or not the contract declared upon did so offend against the public policy of Texas. 10 Texas Jurisprudence, page 191.

In the main, and substantially, the appellant's petition was this:

"Plaintiff and defendant H. C. Cockburn have for many years been known to each other and were friends of long standing.

"That said H. C. Cockburn at said conference stated to plaintiff that the San Jacinto Shipbuilders, Inc., had a capitalization of only a few thousand dollars and that he, Cockburn, and his family owned or controlled all or practically all of the capital stock of the San Jacinto Shipbuilders, Inc.

"Cockburn further stated that in addition thereto, he personally guaranteed $300,000.00 credit to the National Bank of Commerce in Houston, Texas, for the use and benefit of San Jacinto Shipbuilders, Inc., in the performance of said contract with the Maritime Commission.

"Defendant Cockburn at said conference further stated that it was impossible for him to give the necessary time and effort to the management and control of the affairs of the San Jacinto Shipbuilders, Inc., for the reason that his time was all taken up in the handling of other extensive business interests.

"Defendant Cockburn at said time further stated that he understood little or nothing about the shipbuilding business and that something had to be done promptly to avoid disaster to the San Jacinto Shipbuilders, Inc., and to avoid enormous losses to the defendant Cockburn by reason of his connection with said corporation, as hereinbefore outlined.

"At said meeting defendant Cockburn made to this plaintiff the following proposition, which was accepted by plaintiff, to-wit:

"That plaintiff was to resign his position with the Government and become the Executive Vice-President and Comptroller of San Jacinto Shipbuilders, Inc., at a salary of $7,500.00 for one year's service, to be paid by San Jacinto Shipbuilders, Inc., and additional salary of $4,500.00 for one year's service as Executive Vice-President and Comptroller to be paid by Cockburn personally. That plaintiff in his position as Executive Vice-President and Comptroller would be working directly under Cockburn as President of the Company, and that plaintiff should report directly to Cockburn.

"That Cockburn would pay to plaintiff not only the $4,500.00 salary for the one year's service above referred to, but that he would also pay to plaintiff the sum of $7,500.00 if for any reason the same was not paid to plaintiff by San Jacinto Shipbuilders, Inc., and in addition thereto, Cockburn promised and agreed with plaintiff that he would promptly increase the capital stock of San Jacinto Shipbuilders, Inc., to $100,000.00 fully paid in and that he, Cockburn, would immediately after the increased capitalization of the company to $100,000.00 was approved by the proper officials of the State of Texas, deliver, transfer, convey and grant to plaintiff, as plaintiff's own property, and in his own right, title and estate, as additional compensation for his one year's service, capital stock of said San Jacinto Shipbuilders, Inc., of the value of $25,000.00 upon the agreed date of such delivery of said capital stock.

"Plaintiff, having been on friendly terms for years with Cockburn, accepted said offer and proposition so made to him by defendant Cockburn, and, relying upon his said agreement with Cockburn, this plaintiff promptly resigned his position with the United States Government. Immediately after resigning his position with the Government and before leaving Washington, plaintiff, at the request of Cockburn, entered upon the performance of his duties under said contract.

"That while the offer and acceptance was oral, Cockburn agreed at a later date that he would confirm it in writing, and in due course, said contract was put into the form of a written contract, which said contract was thereafter made and executed by plaintiff and defendant Cockburn.

"Cockburn also stated at said conference that in plaintiff's position as executive vice-president and comptroller, plaintiff would be working directly under Cockburn as president and that plaintiff should report directly to Cockburn.

"Plaintiff further alleges that the defendant Cockburn in all of the matters herein alleged was acting for himself individually and as the President and duly authorized agent and representative of San Jacinto Shipbuilders, Inc.

"Plaintiff says that he faithfully performed all of the duties and obligations to the San Jacinto Shipbuilders, Inc., and to defendant Cockburn.

"Plaintiff further says that defendant Cockburn failed and refused to deliver, transfer, assign and grant to plaintiff capital stock of the San Jacinto Shipbuilders, Inc., of the value of $25,000.00 as he had promised and agreed to do.

"That he performed all of the duties and obligations imposed upon him under the terms of his contract of employment and was ready, able and willing to continue to perform all legal obligations and duties required of him by his contract of employment for the remainder of the one year employment period for which he had been employed and as provided for in his contract made with defendant Cockburn, acting for himself and for San Jacinto Shipbuilders, Inc.

"Plaintiff says that by reason of the matters and facts hereinbefore alleged, defendant H. C. Cockburn is indebted to plaintiff and has damaged this plaintiff in the sum of $37,000.00."

The substance and effect of the appellees' special exceptions, as stated by themselves, on the other hand, respectively, were these:

"To appellant's petition, appellees specially excepted on the ground that the petition stated no cause of action upon which relief...