Sevigny v. Home Builders Ass'n of Maine, Inc.

• Decision Date: 27 April 1981
• Citation: 429 A.2d 197
• Parties: Richard R. SEVIGNY v. HOME BUILDERS ASSOCIATION OF MAINE, INC. et al.
• Court: Maine Supreme Court

Page 197

429 A.2d 197

Richard R. SEVIGNY v. HOME BUILDERS ASSOCIATION OF MAINE, INC. et al.

Supreme Judicial Court of Maine.

Argued March 2, 1981.

Decided April 27, 1981.

Locke, Campbell & Chapman, Frank G. Chapman, orally, Augusta, Roger D. Nadeau, Biddeford, for plaintiff.

J. Armand Gendron, orally, Sanford, for defendants.

Before McKUSICK, C. J., and WERNICK, GODFREY, NICHOLS, GLASSMAN, ^* and CARTER, JJ.

McKUSICK, Chief Justice.

In this action plaintiff, the former Executive Director of defendant Home Builders Association of Maine, Inc. (Home Builders), seeks damages for alleged breach of a written employment contract between the parties. The Superior Court (Kennebec County) entered judgment for defendant Home Builders after reviewing the factfindings and recommendation of a referee, who had heard the case by agreement of the parties. The referee's recommendation of judgment in favor of defendant was based on his factual finding that the parties had agreed to terminate the written contract of employment between them. Notwithstanding its apparent success below, defendant Home Builders appeals to the Law Court, ¹ asserting that the referee's factual finding, if left undisturbed, could operate preclusively against it in potential future litigation to enforce the alleged termination agreement and further that the undisputed facts demonstrate as a matter of law the absence of any agreement between the parties to terminate the original employment contract. We agree on both counts, and therefore must vacate the judgment and remand the case to the Superior Court for further proceedings.

In late 1975, plaintiff and Home Builders entered into a written contract of employment ² whereby plaintiff was to serve as Home Builders' executive director. Plaintiff's duties as executive director were to service Home Builders' membership, to recruit new members, and to perform certain administrative functions. As compensation, rather than receiving a fixed salary, plaintiff was to receive a portion of the dues paid by old and new members, as well as half the net proceeds from certain special events put on by Home Builders for the purpose of increasing general fund revenue.

Plaintiff soon found that his administrative duties hampered the recruiting efforts on which his income was to be largely based. Accordingly, he submitted to the Board at its June 1, 1976, meeting a proposal calling for him to receive a guaranteed salary of $25,000 annually. Expressing concern over Home Builders' tight budgetary situation, the Board that month tabled plaintiff's proposal; at its next meeting, however, the Board adopted a separate proposal by plaintiff calling for amendment of the original contract to entitle him to receive, in addition to the other elements of his compensation, 50% of the proceeds from the "home shows" put on from time to time by Home Builders and 50% of an escrow fund containing the proceeds for membership renewals.

As 1976 progressed, however, the financial condition of Home Builders worsened, and plaintiff's time was even more occupied with non-income-producing administrative duties. In early November, plaintiff sent to each Board member a memorandum, headed "Issues before November 10 Meeting," in which he again stressed his frustration with his job. At that November 10 meeting, the Board responded to plaintiff's concerns by establishing a committee to examine Home Builders' overall operations. The committee recommended that the full Board establish an executive committee for the purpose of reorganizing Home Builders, and the Board accepted that recommendation at its January 13, 1977, meeting. As part of the executive committee's activities, the president of Home Builders, Maurice Gendreau, subsequently asked plaintiff to suggest ways by which Home Builders could economize in its operation.

Plaintiff responded to Gendreau's request by sending him a letter dated February 2, 1977. Notwithstanding the broad scope of that request, plaintiff almost entirely limited his response to a discussion of his concern with his own position, stating, in pertinent part, that:

B. It was agreed by the terms of my contract that any changes in any terms of my contract must be agreed to by both parties.

C. If it is the Board's intent to subtly remove me as its E.O., may I suggest that it remunerate the following:

1. One half of the proceeds of the reserve account for membership renewal.

2. One half of the proceeds of the Scarborough Home Show.

3. All of the reimbursements due.

D. If the Board wishes to retain my services on a fulltime (40 hour per week basis) salaried position, I ask for a remuneration level of $20,000 annually with other general requirements to be negotiated. Suggested requirement under proposal C would also have to be met.

E. If the Board wished to retain my services on a parttime basis, may I request the sum of $15.00 per hour with a minimum of twenty hours per week for a minimum term of six months. Suggested requirements under proposal C would also have to be met.

F. If the Board wishes to maintain my status on a fulltime basis, and allow the establishment of the office at my home, we may then renegotiate new contractual arrangements.

After receiving plaintiff's letter, President Gendreau called an executive committee meeting for February 5, 1977, at which the committee decided that Home Builders could not afford plaintiff's salary demands and voted to seek legal advice in the matter.

The committee brought plaintiff's letter before the full Board for discussion at its February 10, 1977, meeting; and the Board then voted as follows:

Because of the limited financial condition of the Home Builders Association of Maine; and, because the Home Builders Association of Maine cannot afford to meet the requests of compensation from Richard Sevigny as he proposed; it was moved, seconded, and voted by the majority of the Board of Directors to terminate with regrets, the services of Richard Sevigny as of this date, with a $200.00 (two hundred dollar) appreciation bonus.

It was further moved, seconded, and voted by the majority of the Board that final settlement of all monies due shall be agreed upon between Richard Sevigny and the Executive Committee as soon as possible; but in no event later than February 28, 1977.

It was further moved, seconded, and voted by unanimous vote of the Board that an award of appreciation be presented for services rendered with the hope that Dick would be available to the Association on a consulting basis.

Pursuant to these votes, the executive committee on February 23, 1977, voted to pay plaintiff the following amounts:

                1/2 of the existing N.O.W. account balance  $2,022.96
                All expenses filed to date (2/23/77)
                                   1976                      1,041.99
                                   1977                        162.11
                1/2 of profit from refreshment fund             75.93
                                                            ---------
                                                     Total  $3,303.04
                

Although plaintiff met later with President Gendreau, he never agreed to the payments voted by the executive committee.

After a year had passed without an agreement being reached, plaintiff commenced this action. The parties agreed to submit the case to a referee, M.R.Civ.P. 53(b)(1), who found that the Board reasonably believed that plaintiff's February 2, 1977, letter contained alternative proposals for either termination or continuation of employment, that the Board accepted a proposal that plaintiff be relieved of his duties with payment of the moneys due him, that the parties had thus agreed to terminate the employment contract, and that the amounts determined by Home Builders to be due plaintiff as of the date of termination had been tendered but not accepted because of the advent of litigation. Although explicitly noting that the moneys due plaintiff would be recoverable in an action for damages for breach of the termination agreement, the referee concluded there had been no breach of the original contract by either party and accordingly recommended judgment for defendant. Plaintiff Sevigny then moved in the Superior Court for acceptance of the referee's report. Defendant Home Builders objected, notwithstanding the fact that the judgment recommended by the referee was, on its face at least, in Home Builders' favor. It contended that there was no evidence to support the referee's findings of fact and that the evidence on the record did not support a conclusion that the parties had entered into a termination agreement. The Superior Court accepted the report over defendant's objection. Defendant now appeals, raising the same points on which it based its Superior Court objection to the report.

At the outset, we must decide whether, because of adverse collateral consequences of adjudications underlying the Superior Court judgment, defendant is "aggrieved" by that judgment in its favor, within the meaning of the provision of 14 M.R.S.A. § 1851 (1980) reading:

In any civil case any party aggrieved by any judgment, ruling or order may appeal therefrom to the law court within 30 days or such further time as may be granted by the court pursuant to a rule of court.

To satisfy this aggrievance requirement for standing to appeal, a party must show that the judgment he seeks to subject to appellate review "operate(s) prejudicially and directly upon (his) property, pecuniary or personal rights." Jamison v. Shepard, Me., 270 A.2d 861, 862-63 (1970).

In the appeal now before us we cannot avoid resolving that threshold question by accepting appellee Sevigny's waiver of any objection to defendant's appellate standing. Such standing cannot be conferred by agreement of the opposing party, any more than jurisdiction may be conferred upon a court by agreement, Tibbetts v. Pelotte, Me., 427 A.2d 956, 958 (1981). Although we read statutory aggrievance requirements such as that imposed by section 1851 ³ as implicating...