Smith v. Ford Motor Company

ARNOLD, Judge. Plaintiff contends that the agreement of 18 May 1971 creates in him the right to acquire control of Cloverdale Ford, Inc., at the end of sixty months. He further contends that the employment provisions of the agreement are for a definite term. Consequently, he argues, defendants Keesee, Dobbs, and Cloverdale should be required to show good faith and reasonable *184 cause in terminating the agreement, and an allegation of bad faith states a claim for relief against them. With respect to defendant Ford Motor Company, plaintiff contends that Ford had no absolute right to terminate the dealership, was not shown to have acted in good faith, and wrongfully interfered in and conspired with the other defendants to breach the May 18 agreement. (He abandoned his unfair trade practices claim on appeal.) Thus, plaintiff contends, it was error to grant all defendants’ motions under G.S. 1A-1, Rule 12(b) (6). We disagree. In Sutton v. Duke, 277 N.C. 94, 102, 176 S.E. 2d 161, 166 (1970), the North Carolina Supreme Court stated the general rule: “If the complaint discloses an unconditional affirmative defense which defeats the claim asserted or pleads facts which deny the right to any relief on the alleged claim it will be dismissed.” Accord, Powell v. County of Haywood, 15 N.C. App. 109, 189 S.E. 2d 785 (1972). See also 1 McIntosh, N. C. Practice 2d (Phillips Supp. 1970) § 970.40. In the case at bar, the preincorporation agreement constitutes part of the complaint, and discloses a defense which defeats the claim. Under Paragraph 8 the corporation was given the power to terminate Smith’s employment, should it prove unsatisfactory in the opinion of H-D-O, Davis or Ford, whereupon Smith agreed to sell his stock at book value to Davis. Having contributed 19.5% of the capital, Smith was only a minority shareholder in the corporation. The corporation’s option to buy out H-D-O’s stock at the end of 60 months cannot be construed to guarantee to plaintiff the right, as a stockholder, to acquire H-D-O’s interest in the corporation at the end of five years: the agreement specifically provided for the disposal of plaintiff’s stock in case of termination. Nor can the agreement be construed to secure plaintiff’s employment for a definite period. Since plaintiff’s employment was for an indefinite period, it could be terminated at will by defendants Keesee, Dobbs and Cloverdale. Scott v. Burlington Mills, 245 N.C. 100, 95 S.E. 2d 273 (1956) ; Howell v. Credit Corp., 238 N.C. 442, 78 S.E. 2d 146 (1953) ; see also Tuttle v. Lumber Co., 263 N.C. 216, 139 S.E. 2d 249 (1964). Their motions to dismiss were properly granted. Plaintiff contends that the franchise agreement alleged in Ford’s answer provides for arbitration of a decision to terminate a dealership and does not give Ford the right to terminate at will. This distinction is immaterial. It is true that “an action *185 in tort lies against an outsider who knowingly, intentionally and up justifiably induces one party to a contract to breach it to the damage of the other party [citations omitted]." Childress v. Abeles, 240 N.C. 667, 674, 84 S.E. 2d 176, 181 (1954). It is also true that the fact that plaintiff’s contract was terminable at the will of H-D-0 is not necessarily available to Ford as a defense. Id. at 678, 84 S.E. 2d at 184. Nevertheless, while not a party to the May 18 agreement, Ford certainly was not an outsider. See Kelly v. Harvester Co., 278 N.C. 153, 179 S.E. 2d 396 (1971) ; Wilson v. McClenny, 262 N.C. 121, 136 S.E. 2d 569 (1964). The agreement refers repeatedly to Ford and in Paragraph 8 provides that Smith’s employment may be terminated by the corporation should he prove to be unsatisfactory in the opinion of Ford. Clearly, plaintiff has failed to state a claim against Ford on grounds of wrongful interference with the contract. Notwithstanding the possibility of merit in plaintiff’s allegations of an agreement among all defendants to terminate his employment, he has failed to state a claim for relief against them on grounds of civil conspiracy, for on its face his complaint discloses that the act they committed was a lawful one. See Eller v. Arnold, 230 N.C. 418, 53 S.E. 2d 266 (1949). The order of the trial court is Affirmed. Judges Martin and Clark concur.