Embry v. Hargadine, McKittrick Dry Goods Co

Embry v. Hargadine, McKittrick Dry Goods Co. (Ct of Appeals of MO, 1907) Facts: Embry was employee of McKittrick under written contract to expire Dec. 15, 1903 at annual salary $2000. Duty= select samples for salesmen app contends on Dec 23, 1903 was reengaged by resp through its pres McKittrick for another year same compensation and duties as prior contract Notified not needed in Feb. March 1, 1904: discharged resp contends its pres never re-employed app after termination of written contract and so had right to terminate him app testified: Dec 23 he called on McKittrick in his office. Said his written emp ended 8 days ago. Said if resp wished to retain him he must have contract for another yr or he would quit then and there M asked how he was doing in his dpt and app said v busy with 110 salesmen on the line. M said go ahead get your men out don’t let that worry you Feb 15 was notified service would be discontinued March 1 M denies convo as related by appellant. claims he was getting ready for meeting and told Embry he would have to see M at a later time so go get your men out on the road (end of [1] middle of 13) E also swore when notified about discharge and complained about violation of his contract to M, M told him was due to action of board of directors, not of himself No Dispute over Terms (top 14) agreed would have been 1 year for $2k so no reason for inserting clause for jury to settle whether or not P if employed for one yr from Dec 23, 1903 would be paid $2k/year Procedural History: appellant requested jury instruction with his version of convo which was refused (middle 13) ct gave another instruction embodying the appellant’s version of substance of convo declared it a contract if jury found both parties intended and did contract with each other for P’s emp for 1 year from Dec 23, 1903 at salary of $2k/yr neither instruction referred to app’s statement that unless re-employed, would stop work for resp then and there Issue: Did what was said constitute a contract of re-employment on the previous terms, irrespective of the intention or purpose of McKittrick? (Was the language used of the character such that Embry, a reas man, might consider he was re-employed for ensuing yr on same terms and act accordingly?) Rule: The primary object of construction in contract law is to discover the intention of the parties. This intention in express contracts is embodies in the words which the parties have used and is to be deduced therefrom. This applies to oral contracts, as well as contracts in writing, and is the rule recognized by courts of equity. There may be instances in which the ambiguity in the language relief on to show assent by obligor to the proposal of the oblige would be for jury to say whether a reas mind would take it to signify acceptance of the proposal. But the general rule is that the interpretation of a contract in writing is a matter of law for determination by the court, and equally so is the question of what acts and words will suffice to constitute an acceptance by one party, of a proposal submitted by the other, so a contract or agreement thereby becomes matured. (Lancaster v. Elliot) However, if the words are in dispute, the question of whether they were used or not is for the jury. Holding: Yes, a reas man would think that the answer was an assent to the demand that he be employed another year and Embry had the right to rely on it as an assent. If the convo was according to appellant’s version and he understood he was employed, it constituted in law a valid contract of re-employment. The ct erred in making formation of a contract depend on a finding that both parties intended to make one. It was only necessary that Embry as a reas man had a right to and did so understand. Reasoning: 1. Brewington v. Mesker: meeting of the minds not determined by the secret intention of the parties, but by their expressed intention, which may be wholly at variance with the former 2. Machine Co. v. Criswell: issue was whether sale of a machine occurred o instruction: intention of seller to pass title and of purchaser to receive and accept machine to make it his own was essential to sale. If intention of both parties did not exist in their minds at time and not made known to each other no sale, notwithstanding delivery o ct said latter clause erroneous: intention must always be determined by acts, conduct, express declarations of parties, not by secret intention in their minds o if validity of contract depended on secret intentions, no oral contract of sale could be relied on with safety 3. Smith v. Hughes: No matter what a man’s intention, if reas person would believe he was assenting to terms proposed by other party and other party upon that belief contracts with him, man would be equally bound as if he intended to agree with other’s terms 4. Phillip v. Gallant: If one’s words/acts judged by a reas standard manifest intention to agree in regard to matter in question, agreement is established, and is immaterial what may be the real but unexpressed state of his mind on the subject 5. Brown v. Hare: Intention immaterial until manifests itself in an act 6. Though McKittrick may not have intended to employ Embry by what transpired between them acc to latter’s testimony, if reas man would have taken what M said to be an employment and Embry did so, it constituted a valid contract of emp for ensuing year 7. McKittrick must have answered as he did for purpose of ensuring E his apprehension was needless and he would be retained Disposition: Reversed and remanded.