Vowels v. Arthur Murray Studios of Mich., Inc.

• Decision Date: 23 July 1968
• Docket Number: No. 1,Docket No. 3078,1
• Citation: 12 Mich.App. 359,163 N.W.2d 35
• Parties: Barbara (Butcher) VOWELS, Plaintiff-Appellee, v. ARTHUR MURRAY STUDIOS OF MICHIGAN, INC., a Michigan corporation, Defendant-Appellant
• Court: Court of Appeal of Michigan — District of US

Page 35

163 N.W.2d 35

12 Mich.App. 359

Barbara (Butcher) VOWELS, Plaintiff-Appellee, v. ARTHUR MURRAY STUDIOS OF MICHIGAN, INC., a Michigan

corporation, Defendant-Appellant.

Docket No. 3078.

Court of Appeals of Michigan, Division No. 1.

July 23, 1968.

Released for Publication Dec. 18, 1968.

Allan Neef, Darden, Neef & Heitsch, Detroit, for defendant-appellant.

John P. Spires, Koperski & Spires, Detroit, for plaintiff-appellee.

Before QUINN, P.J., and GILLIS and HOLBROOK, JJ.

GILLIS, Judge.

In September, 1961, plaintiff, Barbara (Butcher) Vowels, contracted for dancing lessons with the Arthur Murray Studio located in Birmingham, Michigan. The contract was for 139 1/2 hours of instruction for which plaintiff paid $1393. Later in that same month the Birmingham studio went out of business and plaintiff has not received any instruction under her contract. Refusing defendant's offer to make comparable lessons available at its Flint or Detroit studios, plaintiff brought this action for breach of contract setting forth her damages in the amount of the contract price. In a nonjury trial in the common pleas court for the city of Detroit, the court found that defendant had breached its contract and adjudged that it respond in damages in the above amount. Defendant appeals.

For approximately 2 years prior to entering into the present contract plaintiff had been taking lessons at the Birmingham studio. All negotiations and agreements over this period, present contract included, were conducted and made with John H. McNair. Mr. McNair was in actuality the owner-franchisee of the Birmingham studio as a sole proprietor under the assumed name Arthur Murray Studio of Birmingham. The parent licensor and defendant herein is Arthur Murray Studios of Michigan, Inc., with whom plaintiff believed, according to her own testimony, she was dealing.

Indeed, the exhibits which form part of this record on appeal include a prior contract with this plaintiff on a form entitled: 'Arthur Murray Studios of Michigan, Inc.--Enrollment Agreement and Contract' and is signed by defendant corporation indicating the Birmingham Branch. A notation regarding the present contract was made under the Birmingham letterhead and signed by John H. McNair, Manager. A receipt for the $1393 contract payment is made under the letterhead Arthur Murray Studios with the designation 'Birmingham' written in on a blank indicating 'studio.' Likewise a statement sent to plaintiff was under the letterhead Arthur Murray Studios, followed by the Washington Boulevard address of the defendant corporation.

The evidence establishes, and the trial court so concluded, that the Birmingham location was a material aspect of the contract and the discontinuance of that location rendered the contract incapable of being performed as agreed. Whatever the exact legal relationship between the defendant and its licensee, it is safe to conclude that plaintiff was justified in believing she was dealing with an agent of defendant rather than with a sole proprietor. We agree that for this contract, Mr. McNair was acting as an agent of defendant corporation and that the terms of the contract between McNair and plaintiff are likewise binding on defendant. Moreschini v. Regional Broadcasters of Michigan, Inc. (1964), 373 Mich. 496, 129 N.W.2d 859; Michael v. Kircher (1953), 335 Mich. 566, 56 N.W.2d 269; 1 Michigan Law and Practice, Agency, § 63, pp. 351--353.

It is likewise a fair conclusion from the evidence adduced at trial that the place of performance was material to the contract. The past dealings between plaintiff and McNair at Birmingham lead to a reasonable inference that the term was within the contemplation of McNair and plaintiff so that we cannot say that the trial judge's findings to this effect are clearly erroneous (GCR 1963, 517.1). While we do not write contracts for the parties, we do interpret their objective actions as manifesting an intention which may form part of a written contract so long as it is not inconsistent therewith. W. J. Howard & Sons, Inc. v. Meyer (1962), 367 Mich. 300, 116 N.W.2d 752; Hull v. Detroit Equipment...