Chapin v. Cambria Iron Co.

Opinion, Mr. Justice Clark: It seems to be the undisputed evidence in this case that, at the time of the contract of February 7, 1881, between Daniel J. Morrell and Philip E. Chapin, the said Daniel J. Morrell was president of the Gautier Steel Co., Limited, and also manager of the Cambria Iron Co., and that throughout the entire negotiations the absorption of the former company by the latter was in the contemplation of the parties. It is further conceded that on March 1, 1881, when Chapin entered upon the performance of his duties, what had previously been in contemplation was accomplished, and from thenceforth the Gautier Steel Co., Limited, which was a mere partnership, was merged in and was to be conducted as the Gautier Steel department of the Cambria Iron Company. It is true that, as a matter of book-keeping, and for convenience in settling and adjusting the accounts,' the name of the Gautier Steel Co., Limited, was preserved or re [494] tained upon the books, and the business conducted in that form until the first of July thereafter, when the name and operations of the limited partnership ceased, and the business, according to the plan in contemplation, was conducted as a department of the Cambria Iron Company. In whatever name or form the business was conducted from March 1, 1881, the entire plant from that date was owned by and was conducted for the Cambria Iron Company. The contract would seem to have been made with special reference to a future event, which occurred precisely as anticipated. The foundation of the action is therefore, not upon the allegations that Chapin was employed by the Gautier Steel Co., Limited, but by the Cambria Iron Co., for which the services were in fact rendered. The plaintiff’s statement of claim is perhaps open to criticism for its want of perspicuity and clearness, but, as there was no demurrer, after a trial on the merits, verdict, and judgment no defect would be fatal, unless it is shown to have injuriously affected the trial; the proper amendment will be considered to have been made: Erie City I. Works v. Barber, 118 Pa. 19. The theory of the plaintiff’s case is that, although he received only seven thousand dollars annually as superintendent in the closing up of the Gautier Steel Co., Limited, and afterwards as superintendent of the Gautier Steel department, as shown by the books, yet the agreement was that he was to receive three thousand dollars more, directly from the Philadelphia office; that his actual salary was ten thousand dollars ; and, although his account for services in the Johnstown office was kept under his own supervision upon the basis of a salary of seven thousand dollars, and monthly vouchers were made out, and credits of 1583.88 regularly entered, all this was done in pursuance of a mutual understanding to that effect between him and Daniel J. Morrell, the manager of the company at the time of his original employment, of which the board of directors had notice; and that this agreement was according to the practice of the company with reference to a certain class of its employees. The company does not deny that to some extent this practice did prevail with respect to certain of the officers and employees of the company, especially those drawing the highest salaries; but it is denied that this practice was at any time applied to the plaintiff. Mr. Chapin’s testimony, however, is to the effeet [495] that such was the agreement with Mr. Morrell, and that, in pursuance of that agreement, one thousand or two thousand dollars was actually paid to him from the Philadelphia office. He further testified that after Mr. Morrell’s decease, when he called the matter to the attention of Mr. Townsend, the president of the board, Mr. Townsend admitted that Mr. Morrell had told him of the agreement, and that he promised payment would be made in accordance with its terms. He says: “ I saw Mr. Townsend, in the spring of 1883, with reference to the balance due me as general superintendent of the Gautier department. It was the first time I brought the matter to his attention,—in the spring of 1883, after my second year had expired. I told him what my agreement was with Mr. Morrell in Cleveland, what Mr. Morrell had agreed to pay me, and he said it should be all right; and he also said at that time that he understood it, Mr. Morrell had informed him, although Mr. Morrell didn’t advise him in his letter, when he wrote him of my coming, of the amount of my salary.” In another part of his examination, speaking of the same conversation, he says: “ He (Mr. Townsend) admitted the agreement perfectly, and said that the amount would be paid. He gave me a thousand dollars on that account on the 31st May, 1882. He had a memorandum, at the time I called attention to it, of the amount.” Undoubtedly the entries upon the books of the Gautier Steel Co., Limited, and of the Gautier Steel department, together with the accounts transmitted to Mr. Townsend, and the letters and vouchers referred to in the defendant’s first point, were not only evidence, but strong evidence, from which the jury might infer the existence of a contract on the part of Mr. Chapin to perform the duties of superintendent at a salary of seven thousand dollars ; but these various items of proof did not in any proper sense constitute a written contract which could not be varied or affected by parol proof. They undoubtedly furnished strong proof of a contract to serve as superintendent at a salary of seven thousand dollars, but there was other proof to a different effect, which the jury was not at liberty to disregard. In determining what the contract was, the jury were bound to consider, not a part of the evidence, but all the evidence on that subject. If Mr. Chapin’s testimony is believed, especially in view of the admitted practice of the company, these book-entries, [496] vouchers, letters, etc., were in great measure' consistent with his theory of the case, for doubtless the accounts, vouchers, etc., covering the salaries of all those who received additional sums from the Philadelphia office, were in the same condition. The exact nature of the contract between the parties, and the amount of the plaintiff’s annual salary, upon, a consideration of the -accounts as they were kept, the vouchers, receipts, letters, and generally upon a consideration of all the evidence in the cause, oral or written, bearing upon that question, was for the jury. That the negotiations between the Cambria Iron Co. and the Gautier Steel Co., Limited, were incomplete at the time of the contract between Morrell and Chapin, is immaterial, if the employment was in view of the consummation of that event, and to provide a superintendent when it should occur. Besides, it is clear that no sérvices of any character were at any time rendered by Chapin for the Gautier Steel Co., Limited, nor does it seem to have been in contemplation that he would' render service to that company; for, as we have said, on the 'veiy day he entered into his employment the Gautier company was merged in the Cambria Iron Co., and thereafter, except as a mere matter of book-keeping, had no existence. It is true that the employment of a superintendent by the manager- was subject to the approval of the board of directors, but if, in recognition of the terms alleged, a portion of this extra salary was actually paid to Mr Chapin from the Philadelphia office, and Mr. Townsend, the president, to whom frequent statements showing the balance of salary due are said to have been rendered, “ admitted the agreement perfectly,” saying the “ amount would be paid,” the jury might, under the admitted practice of the company in this respect, readily infer that Mr. Morrell’s contract had been approved. Of course, all these statements of Mr. Chapin were strongly denied, but the mere denial was not enough to withdraw that question from the jury. It is the peculiar province of the jury to determine the veracity of the witnesses, and settle the conflicts in the evidence. We are of opinion that the case was very carefully considered by the court below in the general charge and in the answers to the point. The questions of fact involved were fully, fairly, and impartially submitted; and if the plaintiff has any [497] right to complain, it is of the jury, and not of the court. Nor was there any error in excluding the letter of Daniel J. Morrell to Dr. Wurtz, dated May 4, 1881. It was written long after the contract was complete, and after Chapin had actually entered upon his employment. It was no part of the res gestee. The transaction was complete, and the negotiations ended. The contract had been closed, and the rights of the parties fixed, for two months and more before the letter was written. The judgment is affirmed.