Simpson v. Maxon Systems, Inc., WD
| Decision Date | 23 August 1994 |
| Docket Number | No. WD,WD |
| Citation | 886 S.W.2d 92 |
| Parties | Larry L. SIMPSON, Appellant-Respondent, v. MAXON SYSTEMS, INC. and Maxon Electronics Corporation of America, Inc., Respondents-Appellants. 48421. |
| Court | Missouri Court of Appeals |
David J. Roberts, Overland Park, KS, for appellant-respondent.
James Franklin Ralls, Jr., Eugene J. Feldhausen, Kansas City, for respondents-appellants.
Before LOWENSTEIN, P.J., and BERREY and SPINDEN, JJ.
This is an employment contract dispute in which Larry L. Simpson claims that Maxon Systems, Inc., 1 breached its contract to employ him as a vice president. A jury agreed with Simpson and awarded him $78,143.92 in damages. Simpson and Maxon both appeal. Simpson complains that the verdict was too small. Maxon asserts that Simpson did not establish that it breached its contract, and the issue should not have been submitted to a jury for determination. We agree with Maxon and reverse the trial court's judgment.
This dispute arose when Maxon entered into an employment contract with Simpson. Maxon identified itself in the contract as "Maxcom Electronics, Inc., d/b/a Maxon Electronics." The contract provided that Maxon would employ Simpson as vice president of original equipment manufacture sales from January 1, 1989, through December 31, 1990, and would pay him an annual salary and sales commissions. Simpson also was to receive insurance, vacation and sick leave, holidays, profit sharing, and the use of a car.
The contract included these provisions concerning termination of the contract:
7. Should this contract be terminated by Maxon, Maxon shall pay the bi-weekly installment of the annual salary ... for ninety (90) days after notification of termination, and commissions shall be paid according to the schedule set out in paragraph five (5) on sales made for 180 days after notification of termination. Company paid insurance benefits shall cease after 90 days. All other benefits shall cease immediately upon notification.
8. Should Simpson voluntarily terminate his employment, all salary, benefits, and commissions shall cease on the date of the termination.
In September 1990, Maxon decided not to renew Simpson's contract. Simpson continued to receive his salary and company benefits and retained use of a company-owned car through December 31, 1990, but company officials ordered him to do no work for Maxon, including talking to its customers. He had no staff except for a secretary which was reassigned to him. He did not receive any mail unless it concerned his search for a new job. Simpson sued, alleging breach of contract. He averred that Maxon's actions were tantamount to terminating his employment, so he was entitled to damages as delineated in the employment contract.
Maxon complains that the trial court erred in allowing the jury to decide whether Maxon terminated Simpson's contract. We agree.
Simpson contends that the contract "required the payment of commissions and salary after the termination of Simpson's employment, whether by termination prior to or upon the expiration of the term of the contract[.]" He points out that it took him much time to set up accounts with clients, and, because he did not get his commissions until after the goods were shipped from Korea, he had to wait a long time between earning a commission and getting payment. He argues that this was why the termination clause provided that, upon termination by Maxon, Simpson would receive commissions for 180 days after receiving notice of the termination. This construction ignores the express language of Simpson's employment contract which said:
Should this contract be terminated by Maxon, Maxon shall pay the bi-weekly installment of the annual salary set out in paragraph one (1), for ninety (90) days after notification of termination, and commissions shall be paid according to the schedule set out in paragraph five (5) on sales made for 180 days after notification of termination. Company paid insurance benefits shall cease after 90 days. All other benefits shall cease immediately upon notification.
"A contract is ambiguous only if its terms are susceptible of more than one meaning so that reasonable men may fairly and honestly differ in their construction of the terms." Jake C. Byers, Inc. v. J.B.C. Investments, 834 S.W.2d 806, 816 (Mo.App.1992). That the parties disagree over a contract term's meaning does not cause us to conclude that it is ambiguous. We give the term's language its ordinary meaning when deciding whether it is...
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Holland v. Tandem Computers Inc.
...agreement unambiguously provided that Holland would be paid no commissions after his termination. See Simpson v. Maxon Sys., Inc., 886 S.W.2d 92, 93-94 (Mo.Ct.App.1994). Missouri does not limit quantum meruit recovery to the contract price if one party was prevented from substantially compl......