Thompson v. ALD, New York, Inc., 18

• Decision Date: 20 September 1961
• Docket Number: No. 18,18
• Court: North Carolina Supreme Court
• Parties: William B. THOMPSON v. ALD, NEW YORK, INC.

Page 554

121 S.E.2d 554

255 N.C. 321

William B. THOMPSON v. ALD, NEW YORK, INC.

No. 18

Supreme Court of North Carolina.

Sept. 20, 1961

Rodman & Rodman, Washington, for plaintiff, appellant.

Bryan Grimes, Washington, for defendant, appellee.

BOBBITT, Justice.

Plaintiff signed the sales agreement, designating plaintiff as Buyer and P. McElheney as Salesman, after he had been advised positively by DeBoer that he (plaintiff) was not entitled to the commission. Thereafter, plaintiff received the equipment and paid the full purchase price therefor. Whether these facts, if they had been properly pleaded, would be sufficient to estop plaintiff from asserting a claim for commission, need not be decided or discussed.

The basic question is whether, independent of estoppel, plaintiff was entitled to a commission on the sale price of the equipment he purchased from defendant.

'The heart of a contract is the intention of the parties, which is to be ascertained from the expressions used, the subject matter, the end in view, the purpose sought, and the situation of the parties at the time.' Stacy, C. J., in Gould Morris Electric Co. v. Atlantic Fire Insurance Co., 229 N.C. 518, 520, 50 S.E.2d 295, 297; De Bruhl v. State Highway & Public Works Commission, 245 N.C. 139, 145, 95 S.E.2d 553, and cases cited. The sufficiency of plaintiff's evidence is to be tested in the light of this well-settled legal principle.

Clearly, when they entered into the contract of October 5th, both plaintiff and defendant contemplated and intended that plaintiff was employed, as a salesman, to sell equipment to third parties. It was not contemplated or intended that plaintiff would go into the automatic Laundromat business and purchase equipment from defendant incident to the establishment thereof. Indeed, the contract of October 5th provides: 'For so long as his employment may continue, no sales representative or person in the employ of ALD, Inc., or ALD New York, Inc. may own or have any interest in an automatic laundry store nor may he own nor have any interest in any laundry equipment, coin-metered or otherwise, which may be made available for use of customers in private or public housing of whatever type.'

Plaintiff did not make or attempt to make a sale of automatic Laundromat equipment to any third party during the two weeks he acted under defendant's instructions. The training he received at defendant's expense during this period was to prepare him to do so. But, when he returned from New York on Saturday, October 17th, plaintiff was 'completely sold' on the automatic Laundromat business and 'wanted to get into it.' Having made this decision, plaintiff acted promptly. By Tuesday, October 20th, he had leased the building in Williamston. Thereupon, he notified DeBoer of his decision to go into the automatic Laundromat business and that he had obtained the lease. On Thursday, October 22nd, in Williamston, plaintiff purchased the equipment from defendant in accordance with the sales agreement.

Plaintiff testified he received no notice from defendant with reference to the termination of...