Frary v. American Rubber Co.

Gilfillan, C. J. Plaintiff, then a resident of Boston, Mass., and the defendant, a corporation, whose principal place of business was the same place, entered into this contract: “Boston, Dec.--, 1890. “We agree to pay A. C. Frary ($250) two hundred and fifty dollars per month from Jan. 1, 1891, to April 1, 1892, for his services in carrying on our business in St. Paul, to our satisfaction and under our control. American Eubber Company. “E. D. Evans. “I hereby accept the above. “A. C. Frary.” May 27, 1891, defendant discharged plaintiff from July 1st following, giving no other reason for it than that his conduct of its business was not to its satisfaction. If this contract reserved to defendant the right to discharge plaintiff at any time merely because it might be dissatisfied with his conduct of the business, whether it had sufficient reason to be so or not, it may have been an injudicious one for plaintiff to consent to; but there can be no question that the parties might make suclj a contract, and, if that is what this contract was intended to be, they [268] must abide by it. In Butler v. Winona Mill Co., 28 Minn. 205, (9 N. W. Rep. 697,) a contract of hiring left it to the hirer to determine what it should consider right and proper to pay for the services, and it was held that if it did so honestly and in good faith its determination was final. The cases — of which there are a great many in the books — involving stipulations more or less similar to that in this contract ” do not deny the'capacity of the parties to stipulate that what is to be done by one of them shall be to the satisfaction of the other before any liability on the part of the latter shall arise, and to make his decision that he is not satisfied final. It would hardly be profitable to review the decisions in detail. Those which have refused to hold the parties to such a.stipulation according to its letter have generally done so, we apprehend, not because the parties were not bound, if such were their contract, but because it was not the contract. It is a matter of construction. In construing such contracts the nature or character of the thing stipulated to be done, the chief purpose the parties had in view, are potent considerations. Where they have had in view to satisfy the taste, feelings, sensibility, or judgment of the party, the decisions have generally held that the stipulation that the thing to be done must be to his satisfaction was absolute, and his decision that it was not to his satisfaction was intended to be final and unquestionable. On the other hand, where the chief thing the parties have hád in mind was to effect some definite purpose or end, of the performance of which others could judge just as well as the parties could, and which involved no considerations strictly personal, the stipulation that it should be done to the satisfaction of the party has been generally held not to be controlling. Of thq first of-these classes-of cases, the painting of a portrait to the party’s satisfaction is one. instance. Folliard v. Wallace, 2 John. 395, where the contract sued on stipulated that, in case the title conveyed to the parties in fee should prove good and sufficient in law against all other claims whatsoever, they would pay a specified sum three months after they should be well satisfied that they held the land undisputed by any person whatsoever, and against all claims, is an instance within the second class. • A contract employ! ing a servant not to do a fixed and definite work, (as, for instance, [269] to build a specified kind of fence,) but to render personal services, general in their nature, and especially where the employment involves considerations of fitness, business capacity, integrity, trust, and confidence, such as in this case, comes within the first class. Certainly no third person could judge whether the performance should come up to what was expected when the contract was made, so well as the employer could. There is every reason to suppose that when the parties inserted the words “to our satisfaction” they meant just ■ what they said. There is nothing in the evidence to suggest that- the defendant did not discharge plaintiff for the sole reason that it was in good faith dissatisfied with his conduct of the business. There is nothing in any assignment not covered by what we have already said. Order affirmed. (Opinion published 53 N. W. Rep. 1156.)