Van Horn Drug Co. v. Noland
| Decision Date | 25 February 1958 |
| Docket Number | No. 37884,37884 |
| Citation | 323 P.2d 366 |
| Parties | VAN HORN DRUG COMPANY, a corporation, Plaintiff in Error, v. Thomas V. NOLAND, Defendant in Error. |
| Court | Oklahoma Supreme Court |
Syllabus by the Court.
1. The construction to be placed upon written contracts, the terms of which are clear and unambiguous, is a question for the court and not a jury.
2. Where a written contract of employment to manage a cafe fixes the period of employment at one year, provided that said business shall operate at a profit and in a manner satisfactory to both parties, and contains a further provision that the contract may be cancelled and terminated by either party thereto at any time and with or without just cause, by giving written notice to the other of the termination and cancellation of the agreement at the end of thirty days from the date of giving such written notice, the contract may not be terminated on the ground that the business is not operating at a profit and in a satisfactory manner, unless and until the thirty days notice is given, as provided in the contract.
3. Record examined and held, that the judgment is supported by the evidence and the law applicable thereto.
Appeal from the District Court of Payne County; R. L. Hert, Judge.
Action by Thomas V. Noland against Van Horn Drug Company, a corporation, to recover damages for breach of a contract of employment. From a judgment for plaintiff, defendant appeals. Affirmed.
Hoel & Horton, Stillwater, for plaintiff in error.
Fitzgerald & Houston, Stillwater, for defendant in error.
Thomas V. Noland, hereinafter called plaintiff, filed his action against the defendant, Van Horn Drug Company, a corporation, to recover damages for breach of a contract to operate a cafe as manager. Judgment was entered on the verdict of a jury for the plaintiff against the defendant for $428.56, and defendant appeals.
The record discloses that on the 1st day of February, 1956, plaintiff and defendant entered into a written contract, by virtue of which plaintiff was to operate the College Steak House, an eating establishment located in Stillwater, Oklahoma, hereinafter called cafe. The plaintiff commenced operating the cafe on the 3rd day of February, 1956. He was discharged March 15, 1956.
Under the terms of the contract he was to receive $100 per week and twenty-five percent of the profits, and further provided that the cost of the merchandise and the cost of labor should not exceed a certain percent of the gross volume of the business, and that every six months there should be a determination or review of the business to determine such percentages. The contract also provided that plaintiff should devote his best efforts to the business under the direction and control of the employer. It also contained the following clauses:
'It is mutually agreed that the term of this contract, and the period of time for which second party is hired and employed hereunder, shall be the period from February 1, 1956, to and including the 31st day of January, 1957, provided that said business shall operate at a profit and in a manner satisfactory to both parties.
'It is further agreed by the between the parties hereto that this contract may be cancelled and terminated by either or both parties hereto at any time, and with or without just cause and both parties released from any future or further liability or obligation thereafter to the other party by either or both parties hereto giving written notice to the other providing for the termination and cancellation of this agreement at the end of thirty (30) days from the date of giving such written notice to the other party.'
This action was filed to recover salary for the thirty days following March 15, 1956, it being the position of plaintiff that he was entitled to the thirty days notice provided for in said contract.
Plaintiff testified at the trial that he was operating a cafe in Stillwater, Oklahoma, and Mr. Van Horn, Manager of defendant, came to him and asked him to become manager of the cafe to be located in a business rented by defendant; that he first went to the drug store operated by defendant and worked there until the building was conditioned for the cafe; that on February 1, 1956 he entered into the contract referred to above and operated under it until he was discharged on the morning of March 15, 1956, when he went to the cafe and found that defendant had placed another party as manager in charge, and on March 17th he received a registered letter from defendant advising him that he was realeased as of March 15th.
G. C. Van Horn, Manager of defendant company, was the only other witness. His testimony was to the effect that he was dissatisfied with plaintiff, and mentioned some instances in which he thought plaintiff did not properly operate the cafe, among them being that the plaintiff did not devote his entire time to the business, and that the expenses for labor ran in excess of the percentages fixed by the contract. He also testified that the business lost money during the period plaintiff was manager. He admitted that he had agreed about March 1st to lease the cafe to a Mr. Munsell and did not inform the plaintiff thereof. The defendant, in its answer, alleged that it did not cancel or terminate the contract under the thirty days notice clause, but that plaintiff was discharged by reason of the defendant's dissatisfaction with plaintiff's services by reason of his conduct, disloyalty, negligence and inefficient management of the business. The plaintiff, in his reply, denied generally the allegations of the answer and alleged that the primary reason defendant discharged plaintiff was in order that it might effect a lucrative lease on its premises with a third party.
It is argued by plaintiff in error, as its first proposition, that the court erred in not sustaining its demurrer to plaintiff's evidence, and in denying its motion for a directed verdict. Defendant, in support of its first proposition, asserts that the contract of employment was to continue for one year, provided the business operated at a profit and in a manner satisfactory to both parties; that the business was not operated at a profit, and that defendant was dissatisfied with the manner in which it was operated, and likewise, was dissatisfied with plaintiff's services, and asserts that to require the giving of thirty days written notice under the circumstances shown would completely destroy the provisions of the contract providing for termination of the employment in the event of dissatisfaction by defendant and failure of the business to operate at a profit....
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...notice that they were both on the same lease, no."13 193 Okla. at 81, 141 P.2d at 571 (citation omitted).14 Van Horn Drug Company v. Noland, 323 P.2d 366, 367 (Okla.1958) (syllabus by the court). Where the terms of the contract are not subject to interpretation, the construction afforded wi......
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...will support the need for extrinsic evidence is determined as a matter of law by the trial court. See, e.g., Van Horn Drug Co. v. Noland, Okl., 323 P.2d 366 (1958); Panhandle Cooperative Royalty Co. v. Cunningham, supra; Morgan v. Wheeler, Ks., 150 Kan. 667, 95 P.2d 320 (1939); R & P Enterp......
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...There is no inconsistency between such a provision and an agreement granting employment for a definite term. See Van Horn Drug Co. v. Noland, 323 P.2d 366 (Okla.1958). The circuit judge simply erred in supposing the contract must bind both parties for the same length of In this case, the ev......
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...to notice of termination or to be paid for that period. In support of his argument the employee relies primarily on Van Horn Drug v. Noland, Okla., 323 P.2d 366 (1958), and Leick v. Missouri Plating Co., 240 Mo.App. 565, 211 S.W.2d 77 (1948). The parties appear to agree, and our own researc......