Bishop v. Bloomington Canning Co.

Mr. Justice Carter delivered the opinion of the court: Appellant, who was an agricultural supervisor, entered into a contract with the appellee canning company, which owned or controlled several farms in McLean county and also conducted a canning business, wherein appellant agreed to manage certain portions of appellee’s business from Jan-nary 1, 1919, for a six-year term, with the privilege of renewing the contract under certain conditions. On or about October 27, 1919, appellee notified appellant it would refuse to be further bound by the contract or permit him to carry out his part thereof, whereupon appellant brought suit for" damages. The demurrer of appellee was sustained to the declaration, and appellant electing to stand by the declaration, judgment was entered against him in the circuit court. He thereupon took the case to the Appellate Court by appeal, where the judgment of the circuit court was affirmed, and a certificate of importance being granted, the cause has been brought here by appeal. The contract in question is rather lengthy, containing many details as to appellant’s duties, they being enumerated under sub-heads “Soil,” “Crops,” “Catch Crops,” “Control of Diseases,” “Cultivation,” “Harvesting,” “Livestock,” “Seed,” “Farm Records,” “Corn Improvement,” and under certain other provisions. Under the conditions of these various paragraphs the appellant was required to familiarize himself with the soil of each of the farms by making soil surveys, arrange for crop rotation, develop catch crops, such as clover, etc., for fertilizing, and as far as possible to discover and eliminate crop diseases; to develop approved methods of cultivation as applied to the different types of soil and physical conditions; to devise a plan of co-operation with the farmers for raising crops for canning by the defendant, including the development of a bonus plan to procure the largest possible crops; to utilize catch crops as feed and fodder for the company’s work animals; to develop the highest possible efficiency in the matter of selecting, testing and preparing seed corn for use; to keep a history of the work done in the various fields and by various divisions or departments for purposes of comparison, and so far as possible to improve by selective breeding the quality and flavor' of the corn being planted and canned. The contract also provided that appellee was to pay appellant for these services a cash salary of $1800 a year, and was also to give him all the factory wastes for feeding purposes on land leased by appellee, such as cobs, husks, washings and other wastes that do not enter into appellee’s finished product; that appellant was to have the necessary time to cultivate and utilize in a reasonable manner said wastes, provided it did not interfere with the efficient performance of his duties to appellee; that the manure resulting from the feeding of cattle on the waste products was to belong to appellee; that appellant was also to have, as additional compensation for his services, the right to pasture all of the land cultivated and cropped by appellee at all of its factories, except such pasture as appellee needed for its own work animals. There was a further provision that the cultivation or delivery of crops or the preparation of the soil should not conflict with good farm practice, and that appellee in leasing its farms should avoid restrictions in its leases as to pasture lands, and it further agreed that all leases drawn after the date of the agreement would require a provision for pasturing, so far as it would not seriously interfere in the successful carrying on of appellee’s business. Appellee was also to pay all necessary and reasonable expenses of appellant, including the furnishing of a gasoline car, and appellant was to have during December, January and February greater personal freedom in the conduct of the business than the work would permit during the other months of the year. The contract further contained this provision, which is the chief point of this litigation: “It is further agreed that in event results are unsatisfactory to either party, either from standpoint of financial profits or for any other good or sufficient reason, cancellation of the contract or agreement can be effected by the giving of written notice, either party to the other, at least sixty days previous to January 1 of any year during term of agreement.” The declaration contained a special count and the common counts, and a special demurrer was filed to the special count. After the demurrer to the special count was sustained appellant withdrew the common counts and elected to stand by the special count. The special count alleged, among other things, that appellee “without any reasonable or just cause wrongfully refused to do or perform any or all of the acts or things of it required by said agreement,” etc. The principal if not the sole question presented in this case is as to the proper construction of the cancellation clause. There is no direct or definite wording in the contract to indicate how the “good or sufficient reason” for determining that “results are unsatisfactory” is to be measured or how the fact of the results being unsatisfactory is to be ascertained. Counsel for appellant argue earnestly that the use of these words indicates that it was not intended that either party should have an arbitrary right to terminate the contract; that some meaning must be attached to the words “good or sufficient reason.” By his declaration appellant alleges that the option could not be exercised “without reasonable or just cause,” and his counsel argue that the results which the appellee might reasonably and justly expect are ascertainable by the terms of the contract, viz., “the maximum profitable production without deterioration of soil” and from the “standpoint of financial profits.” In discussing contracts of this nature with reference to the cancellation of the same, it is stated in 12 Corpus Juris, sec. 768, p. 675: “Contracts in which one party agrees to perform to the satisfaction of the other are ordinarily divided into two classes: (1) Where fancy, taste, sensibility or judgment are involved; and (2) where the question is merely one of operative fitness or mechanical utility. In contracts involving matters of fancy, taste or judgment, when one party agrees to perform to the satisfaction of the other he renders the other party' the sole judge of his satisfaction without regard to the justice or reasonableness of his decision, and a court or jury cannot say that such party should have been satisfied where he asserts that he is not.” From the authorities cited by counsel for both parties it seems quite clear that in construing contracts of this kind each particular case must rest on the contract as well as on the facts shown with reference thereto. In discussing the question as to the power of cancellation of contracts it is stated in 6 R. C. L. p. 922: “The requirement of 'good cause’ as something on which the right to revoke by one or the other should depend has been declared to be too vague to be fairly intelligible. In such a connection it has no such distinct sense as to furnish a common and intelligible criterion for the parties or any determinate sense whatever. * * * The effect of prescribing such a ground of revocation is, that as the passage in question is ineffective on account of its radical uncertainty there is nothing to detract from the exercise of the right of revocation at any time for cause assigned in good faith.” See to the same effect, 1 Beach on Modern Law of Contracts, sec. 76, and Cummer v. Butts, 29 Am. Rep. (40 Mich. 322,) 530. It seems obvious under the authorities that such a clause as is here under consideration is so uncertain that there is nothing to prohibit the exercise of the right of revocation as it actually occurred, provided appellee acted in good faith. It is apparent from the decisions that where a personal thread runs through an agreement as to the services of one of the parties he is prevented from questioning the ground of decision of his employer, and the courts have usually held the rule to be that not only in matters of fancy, taste or feeling, but also in matters of judgment, there is no absolute standard as to what is good or bad, and hence that leaves each party free to act on his own ideas or prejudices, as the case may be. (9 Cyc. 618.) In this class of cases the right of decision is completely reserved to the promisor without his being required to disclose reasons or account for his course, and a right to inquire into the grounds of his action and overrule his determination is absolutely excluded from all other tribunals. “But when the consideration furnished is of such a nature that its value will be lost to the plaintiff, either wholly or in great part, unless paid for, a just hesitation must be felt and clear language required before deciding that payment is left to the will, or even to the idiosyncrasies, of the interested party. In doubtful cases the courts have been inclined to construe agreements of this class as agreements to do the thing in such a way as reasonably ought to satisfy the defendant.” (6 R. C. L. 955.) It is to this class of cases that plainly must be assigned the decision of this court in Union League Club v. Ice Machine Co. 204 Ill. 117, which is so earnestly relied on by counsel for appellant. That said decision does not control in cases where the contract involves the fancy, taste, feeling or judgment of the parties is also clearly shown by the decision of this court in Temby v. Brunt Pottery Co. 229 Ill. 540, where the court considered and passed upon a similar question and distinguished the Union League Club case, supra, saying (p. 544) : “The contract fixes no standard, other than the discretion of the complainant, for acceptance of orders, from which a court or jury or anyone else would be authorized to say that the complainant ought to have been satisfied with any’order which it rejected.” In cases where personal taste, fancy or feeling may intervene, satisfaction to the particular person to be satisfied is not susceptible of a similar standard of measurement. (Joliet Bottling Co. v. Brewing Co. 254 Ill. 215 ; Kendall v. West, 196 id. 221.) In this last case it was, in effect, held that the judgment of the party should be classed with the elements of taste, fancy and feeling, contrary to the argument of appellant. Under the sub-head “Corn Improvement” the contract states: “By selective breeding to improve as much as possible the size and yield and flavor of varieties of corn over the term of this contract.” The contract also provides for “the maximum profitable production without deterioration of soil,” considered from the standpoint of financial profits. It is manifest that under both of these provisions it would be most difficult, if not impossible, to fix any standard or measure by which it could be determined whether or not any particular manager had obtained the maximum production to be obtained without deterioration of the soil, or produced corn improvement by selective breeding so as “to improve as much as possible the size and yield and flavor of varieties of corn.” It would be difficult to determine whether appellee should have been satisfied with any particular fixed financial profit, as it would also from the provisions of the contract whether appellant should be satisfied with a fair remuneration from pasturage and other features of receipts, and how it would be possible to ascertain by any reasonable standard whether the work had been carried on in such a manner as “to improve as much as possible the size and yield and flavor of varieties of corn.” The services of appellant might well be held in the nature of the highest class of professional services and were also in a large measure personal to the employer. Between the appellant and the appellee they involved relations similar to those of master and servant. Such relations are private and confidential, intimate and personal. In construing such contracts the courts have generally held that the cause of cancellation was based upon the principle of those contracts where the cancellation depends upon no absolute standard, but on the fancy, taste, feeling or judgment of the party who is dissatisfied. In view of the personal relationship existing between appellant and the canning company, and the various possible grounds for dissatisfaction of an employer with an employee, and the difficulty of a jury or court of judging as to the reasonableness of his employer’s dissatisfaction, considering the contract as a whole and with a proper interpretation of its various parts, we think a reasonable interpretation of the cancellation clause is to hold that either party might cancel the contract on sixty days’ notice prior to January 1, provided he acted in good faith and without fraud. In addition to the authorities already-cited we are of the opinion that the reasoning of the following authorities tends strongly to support the same conclusion : Tiffany v. Pacific Sewer Pipe Co. 6 A. L. R. 1493, and cases cited in notes 1497 to 1503; American Music Stores v. Kussell, 232 Fed. Rep. 307; Oakland Motor Co. v. Indiana Automobile Co. 201 id. 499; Isbell v. Anderson Carriage Co. 170 Mich. 304. In our judgment the trial and Appellate Courts rightly construed the cancellation provision of the contract. The judgment of the Appellate Court will be affirmed, Judgment affirmed.