Young v. Independent Pub. Co., 20945

• Decision Date: 24 April 1979
• Docket Number: No. 20945,20945
• Court: South Carolina Supreme Court
• Parties: James R. YOUNG, Appellant, v. The INDEPENDENT PUBLISHING COMPANY, a Subsidiary of Harte-Hanks Newspaper, Inc., Respondent.

Page 681

254 S.E.2d 681

273 S.C. 107

James R. YOUNG, Appellant, v. The INDEPENDENT PUBLISHING COMPANY, a Subsidiary of Harte-Hanks Newspaper, Inc., Respondent.

No. 20945.

Supreme Court of South Carolina.

April 24, 1979.

J. Kendell Few, Greenville, and Harold R. Lowery, Anderson, for appellant.

G. Ross Anderson and Karl L. Kenyon, Anderson, for respondent.

RHODES, Justice:

Appellant commenced this action to recover damages for breach of an alleged employment contract under which he was to serve as editor-in-chief of two daily newspapers, The Anderson Independent and The Daily Mail. The lower court granted summary judgment on the ground that the alleged contract was unenforceable under the statute of frauds. We affirm.

On August 1, 1973, respondent, The Independent Publishing Company, appointed as its editor-in-chief appellant, James Young, who had been employed with respondent's papers for twenty-three years. He was terminated approximately six months later in March 1974.

The appointment of appellant as editor-in-chief was not evidenced by a formal written contract of employment between the parties. Instead, appellant relies on a series of writings which he asserts are incorporated one into the other by reference so as to form one memorandum fulfilling the legally required elements of an employment contract. These writings developed out of the following sequence of events.

On February 4, 1972, a contract was entered into between Wilton E. Hall (Hall) and Harte-Hanks Newspapers, Inc. (Harte-Hanks) whereby Harte-Hanks purchased from Hall all of the outstanding capital stock of The Independent Publishing Company, the publisher of the two daily newspapers above referenced. At the time the purchase was consummated, Hall sought to maintain local control of the editorial policy of the two newspapers and, in order to insure this right, the following paragraph (Paragraph 7) was inserted into the contract of sale:

To insure local control of editorial policy of "The Anderson Independent" and "The Daily Mail" for at least five years from the closing hereunder, B. D. Moyers shall serve as Vice President and Editor-in-Chief of the Company . . . for at least five years. . . . The Editor-in-Chief will have full authority to determine general editorial policy and general editorial content of the two newspapers. In the event Mr. Moyers shall cease his employment as Editor-in-Chief of the Company during said five year period, his successor shall be appointed by the Company with your (Hall's) approval in writing.

Moyers served as editor-in-chief from February 4, 1972 until April 24, 1973, at which time he was forced to resign. Following Moyers' resignation, appellant was nominated by Harte-Hanks for the position and, in compliance with the above stated provision, was subsequently approved by Hall in the following letter to Harte-Hanks dated June 29, 1973:

This will acknowledge and thank you for your telephone call on yesterday (June 27, 1973), stating that you are submitting, under the provisions of the peremtory contract between us (of February 4, 1972) Par. 7, the name of James R. Young, of Anderson, S. C., to become Editor-in-Chief of The Anderson Independent and Daily Mail. . . .

Our contract calls for written approval of your nomination. Without reservation I approve the nomination.

His appointment was confirmed by Harte-Hanks in its July 20 response to Hall's letter which solidified corporate plans "to designate him (Young) editor-in-chief effective August 1." Appellant's newly acquired position was subsequently announced to the public in the August 1, 1973 edition of the papers, excerpts of which denominate Young as "succeeding to the position held by Bill D. Moyers. . . ."

On the basis of the foregoing writings, appellant argues that he had a fixed term of employment from August 1, 1973 to February 4, 1977 under the theory that he succeeded to the unexpired portion of the five year term of employment alleged to have been held by Young's predecessor, Moyers.

The elements required to satisfy the statute of frauds in order to have a valid employment contract are: (a) compensation; (b) determinable duration (an initial starting date and date of termination); (c) reciprocal rights, duties, and obligations; and (d) a written instrument if contract not to be performed within one year. Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48, 110 N.E.2d 551 (1953); Stulsaft v. Mercer Tube & Mfg. Co., 288 N.Y. 255, 43 N.E.2d 31 (1942).

Since the alleged contract relied upon by appellant was not to be performed within a year, the primary question for decision is whether there was sufficient written memoranda of its terms subscribed by defendant to satisfy the statute of frauds, § 32-3-10, S.C.Code of Laws (1976). That section, in pertinent part, provides that:

No action shall be brought . . . (t)o charge any person upon any agreement that is not to be performed within the space of one year from the making thereof. Unless the agreement upon which such action shall be brought or some memorandum or note thereof shall be in writing and signed by the party to be charged therewith or some person thereunto by him lawfully authorized.

The statute of frauds does not require that memoranda of the contract be contained in one document, but permits the essential contractual terms to be gathered from several writings which are connected either expressly or through internal evidence of the subject matter and occasion. Barr v. Lyle, 263 S.C. 426, 211 S.E.2d 232 (1975). As was stated in Speed v. Speed, 213 S.C. 401, 49 S.E.2d 588 (1948):

In such case(s), the connection of the writings may be implied...