Roxana Petroleum Co. v. Rice

• Decision Date: 18 November 1924
• Docket Number: Case Number: 13483
• Citation: 1924 OK 1042,235 P. 502,109 Okla. 161
• Parties: ROXANA PETROLEUM CO. v. RICE et al.
• Court: Oklahoma Supreme Court

1924 OK 1042

235 P. 502

109 Okla. 161

ROXANA PETROLEUM CO. v. RICE et al.

Case Number: 13483

Supreme Court of Oklahoma

Decided: November 18, 1924

Syllabus

¶0 1. Appeal and Error--Questions of Fact--Conclusiveness of Finding -- Action by Servant for Wrongful Discharge.

An employee may be discharged by his employer by acts making it impracticable for the employe to perform the duties of his employment and where the date of the discharge is drawn into issue, in an action for breach of contract and damages, the plaintiff claiming one date and the defendant another, and the court finds in favor of the plaintiff, and there is evidence to support the finding, the same is conclusive on appeal.

2 Master and Servant--Termination of Employment--Breach of Contract.

Expressions of dissatisfaction or threats to terminate a contract of general employment, or even words declaring the contract terminated will not end it, unless the party, so declaring, by overt acts, makes it impracticable for the other party to perform the duties of the employment.

3. Attorney and Client--General Employment--Breach of Contract by Client--Damages.

Where an attorney enters the general employment, by contract, of his client, and in so doing changes his position by giving up other clients and incurs expenses for the purpose of his employment, and is discharged by his client without reasonable cause, he may treat the contract as breached and recover damages for the loss of fees provided for in the contract.

4. Same--Termination of Contract--Good Faith.

A contract for permanent employment and as long as the services are satisfactory cannot be terminated for any other reason than dissatisfaction, and while the causes for dissatisfaction cannot be inquired into, the fact itself and good faith of the employer in claiming dissatisfaction may be considered.

5. Same--"Permanent" Employment.

To understand the term "permanent" as used in contracts of employment, we should take into consideration all the facts and circumstances of the particular case.

6. Frauds, Statute of--Validity of Oral Agreement Possible of Performance Within Year.

An oral agreement the performance of which is dependent upon the happening of a certain contingency is not within the statute of frauds, if the contingency is such as may occur within one year; and this is true, although the contingency may not, in fact, happen until after the expiration of the year, and although the parties may not have expected that it would occur within that period. It is sufficient if the possibility of performance within the prescribed time existed.

7. Attorney and Client--Contract of Permanent Employment--Mutuality.

A contract for hiring an attorney that provides for permanent employment limited to the happening of a certain contingency, where the attorney changes his position, in giving up other valuable clients, and incurs extra expenses in office equipment and assistants, is not void for lack of mutuality.

8. Same--General Lien of Attorney on Funds and Documents in His Possession.

The general or retaining lien of an attorney is his right to retain possession of all documents, money, or other property of his client coming into his hands professionally until a general balance due him for professional services is paid. This is the common-law rule and our statute providing for the attorney's lien is declaratory of this rule. The rule is broad enough to include all documents, property, or money under the lien for fees due in the general employ of the client as well as documents, property, or money coming into the hands of the attorney in the particular case in which he is representing his client.

Koerner Fahey & Young and West, Sherman. Davidson & Moore, for plaintiff in error.

A. J. Biddison, Harry Campbell, C. B. Stuart, J.F. Sharp, and M. K. Cruce, for defendants in error.

THREADGILL, C.

¶1 On November 12, 1919, the defendants in error, as plaintiffs, brought this action against plaintiff in error, as defendant, and, on October 2, 1920, they filed an amended petition making the Roxana Petroleum Corporation of Virginia a party defendant, but thereafter dismissed as to it. For convenience, the parties will be referred to in this opinion as they appeared in the trial court. The pleading, exhibits, and evidence are voluminous, but the issues are simple. The action is based upon breach of an attorney's employment contract, and for damages resulting from the loss of fees, in giving up employment by other clients, to represent the defendant, exclusively, and for fees earned and unpaid and fees to be earned in contemplation of the contract of employment. The defendant was an Oklahoma corporation engaged in the oil business and a subsidiary of what is known as the Royal Dutch Shell Group Combination, composed principally of the Royal Dutch Company, for the exploitation of oil wells in the East Indies, and, with its subsidiaries in the oil business, a competitor of Standard Oil in all the world. It was organized in Oklahoma about the year 1912, and operated in this state and adjoining states; and the plaintiffs were its attorneys and legal representatives from the time it was organized in Oklahoma until 1919, the time of this controversy. The relation had been extremely confidential and satisfying between the parties till about the first of the year 1919. The plaintiffs had not only represented the defendant in a strictly legal sense, but had represented it in many transactions in a business way, such as securing loans and buying and closing deals for large producing properties, and giving personal attention to many business transactions in extending the operations of the company in oil fields of this state as well as adjoining states. During this time the plaintiffs had represented other clients in the oil business and principally the Pierce Oil Company, from which they had received large fees for the services rendered until 1918, and had been paid by the defendant for their services according to the particular work done, and the legal department for handling small matters and litigation was separate and apart from their work, and occupied offices separate from the offices of the plaintiffs, and had become expensive and burdensome and unsatisfactory to defendant, and, by agreement with the plaintiffs, this department was taken over by them and the offices consolidated, and the plaintiffs were given a retainer for representing all the legal business of the company as well as the larger business matters they had been looking after, and given a retainer of $ 15,000 per annum, which was, thereafter, increased to $ 20,000, and which, it seems, was not sufficient to pay for overhead expenses of this department and leave the plaintiffs with any profit. They gave up all their other clients including an annual fee from Pierce Oil Corporation in the sum of about $ 17,500 a year, and applied themselves exclusively to representing the defendant.

¶2 The defendant claimed to be dissatisfied with the monthly expense bills turned in for payment, and about April, 1919, the plaintiffs obtained information leading them to believe that the defendant, under orders from the London office, desired and intended to dispense with their services, and they wrote the defendant about the matter, and considerable correspondence took place, and on April 22, 1919, there was a compromise settlement between the parties as to the amount due the plaintiffs for services rendered, and a check was issued in the sum of $ 15,000--to pay them up to that time, as the plaintiffs understood it, and April 30, 1919, as the defendant understood it. The testimony as to this matter is conflicting and the court in trying the case found this issue in favor of the plaintiffs. In this agreement a new contract was made as to the employment. The general offices of the company had been moved to St. Louis. The plaintiffs were to continue their services in representing the defendant in 40 or 50 lawsuits that were then pending in the courts of Oklahoma and Texas, and they were to continue in the services of the company in these two states as long as the defendant operated in these states, and as long as the services of the plaintiffs were satisfactory to them, and pay them reasonable fees for legal as well as other services, the other services being what they termed mechanical, such as dictating and writing letters, and drawing contracts, etc. Plaintiffs entered upon the services of the company, under this new arrangement, and turned in their monthly expense accounts, which were objected to as unsatisfactory. The company refused to pay a bill for $ 79, being the balance due, as claimed by plaintiffs, for April, from the 22nd day to the end of the month, and for bills for June and July amounting to $ 4,300, and, at the same time, the official of the company further stated that it was his unpleasant function to be the executioner to inform them that they could not render services to the company any longer; and they were further informed by the defendant that any bills or monthly statements rendered would be considered as unreasonable by the company. The plaintiffs considered this a breach of their contract of employment and proceeded to write to the London office, in England, as well as to van der Gracht, the president of the company, at St. Louis, and a Mr. Andrews, the vice president at New York, making complaint of their treatment on the part of the officers of the company. This letter was written August 6, 1919. and in this letter they state that they are holding out of moneys collected by them, $ 79.50 to pay on April account, $ 2,149.50 to pay balance on June statement, and $ 2,142.75 to pay July account, including closing of Sitrin deal, making a total sum of $ 4,371.75; they also state that they have collected certain Liberty Bonds belonging to the defendant, and are retaining $ 15,000 worth of the same, at par value, as assurance to them that they...