Strait v. Nw. St. & Iron Works

• Decision Date: 30 January 1912
• Citation: 134 N.W. 387,148 Wis. 254
• Parties: STRAIT v. NORTHWESTERN STEEL & IRON WORKS.
• Court: Wisconsin Supreme Court

148 Wis. 254

134 N.W. 387

STRAIT

v.NORTHWESTERN STEEL & IRON WORKS.

Supreme Court of Wisconsin.

Jan. 30, 1912.

Appeal from Circuit Court, Eau Claire County; A. J. Vinje, Judge.

Action by William Strait against the Northwestern Steel & Iron Works. From a judgment for plaintiff, defendant appeals. Affirmed.

The complaint sets out two causes of action. The first alleges that the plaintiff prior to February 20, 1907, was engaged in the manufacture of agricultural and other machinery at Elmira, N. Y., and that the defendant was similarly engaged at Eau Claire, Wis. It is alleged that the defendant, desirous of enlarging its plant, agreed to purchase personal property from the plaintiff of a schedule value of more than $11,000, the consideration to be paid therefor being corporate stock of the defendant to the amount of $5,000, and an agreement to employ the plaintiff at a salary of $100 per month as long as his services were satisfactory, and the additional agreement, in the event of the plaintiff's services being unsatisfactory, or of his being discharged, that the defendant would take back the stock, and, in lieu thereof, pay the plaintiff for said personal property the sum of $5,000. It is alleged that about April 1, 1908, after having been employed by the defendant for about a year, the plaintiff was discharged from the employ of the defendant because his services were unsatisfactory, that the plaintiff offered to return the stock certificates, and demanded the $5,000 from the defendant, and that the defendant has refused to pay the $5,000. The second cause of action alleged is for $12,000, the alleged value of the personal property sold by the plaintiff to the defendant.

The answer admits the agreement to purchase the personal property from the plaintiff and the paying therefor by $5,000 worth of stock, denies that there was an agreement to take back the stock at par in the event of the plaintiff's discharge from defendant's employ as unsatisfactory, and sets up a counterclaim for the salary paid the plaintiff, on the ground that his services were valueless to the defendant, a counterclaim for alleged large expenditures made necessary to avoid paying royalties to the plaintiff and his wife upon patents which they claimed to hold, and which covered implements for the manufacture of which the property purchased from the plaintiff was solely adapted, and a further counterclaim based on the ground that the defendant had been compelled to make large expenditures because the plaintiff by using the machinery and time of the defendant had obtained patents upon implements for the manufacture of which the machines owned by it were solely adapted, and because it became necessary for the defendant to expend large sums of money in designing and making new implements and machinery to manufacture a line of goods not covered by the plaintiff's patents.

The evidence shows that, as the result of correspondence between the parties, the plaintiff visited Eau Claire in the early part of February, 1907, and inspected the plant of the defendant. On February 6 or 7, 1907, the president of the defendant corporation visited the plaintiff's place of business at Elmira, N. Y., inspected the personal property, made inquiries about the business, and, after his return to Eau Claire, wrote to the plaintiff on February 11, 1907, offering $5,000 for the plaintiff's personal property, to be paid in stock of the defendant corporation, promising the plaintiff employment if he accepted the offer, and asking the plaintiff to wire if he accepted the offer. The plaintiff on February 13, 1907, sent to the defendant the following telegraphic message: “With matters more definitely understood, probably can get together. Writing.” And in the letter stated: “As we talked, we think we ought to be worth $1,200 per year if anything, and if it should appear later on that Mr. Strait's services were not satisfactory to the company, and you wished him to step aside, we would like to have it arranged so that you would take our stock off our hands at the sacrifice price that we consider we are putting our appliances in for.” The defendant in reply wrote, “As to your salary, $100 a month, I think would be satisfactory to our people”--and asked the plaintiff to wire as to some details. That part of the plaintiff's answer relative to the matters involved in the instant case was as follows: “Will accept, and do my best, with understanding you take our stock at par if you wish me to retire.” On February 20, 1907, the defendant wired the plaintiff as follows: “Consider deal closed. When can you start? Considerable business in sight already.” And also wrote him a letter in which the repurchase of the stock was spoken of as not advisable. On the day the plaintiff received defendant's telegram he telegraphed the defendant as follows: “Telegram received. Will pull up and move at once.” The plaintiff packed up the property thus sold to the defendant, and arrived with it at Eau Claire, received his certificates of stock, and went to work for the defendant. About a year later the defendant notified him that his services were unsatisfactory. Plaintiff then offered to turn over his stock, and demanded $5,000 for it. This was refused, and, after negotiations for a settlement had failed, the plaintiff brought action. The court granted plain...