Stephen v. Camden & Philadelphia Soap Co.

The opinion of the court was delivered by Yeedefbuegb:, J. It cannot be doubted that the above displayed correspondence' between the parties litigant exhibited a clear and complete written contract for the employment of the plaintiff’s services, and that the construction of its effect was, under long and thoroughly settled legal rules, a question of law for the court’s determination. The plaintiff in error, by its counsel, assigns for error, and urges that the court below should have construed the contract so as to relieve the defendant from liability, and erred in refusing to grant a nonsuit, or if not, then to direct a verdict in its favor. But these motions were properly denied. It seems plain from [652] the contents of these letters tiiat while both parties to the contract at its execution contemplated delay in the starling of the building until the labor disturbances should become more settled, that neither of them then contemplated the abandonment of its erection. The defendant recognized that it had received some benefit from the plaintiff’s services performed by its letter of June 22d, 1904. The fact that the defendant retained in its possession the plans and results of the plaintiff’s labor without offering to return them must be held to be an admission of the receipt by it of some benefit from the plaintiff’s labor. Indeed, without resort to the defendant’s written promise of June 22d, 1904, to make compensation for plaintiff’s services, such was its legal obligation. Addison, in his latest work on Contracts (2 Add. Cont. (10th ed.) 419), thus states the principle which, I think, should control the case at bar, viz.: “When a special contract for work and services has been abandoned and put an end to, and the employer has derived some benefit from the work done under- it, he may be made liable upon an implied promise to make a reasonable remuneration in respect thereof.” The final abandonment of the projected building by the defendant put an end to the existence of the special contract, and it could not be interposed by defendant so as to prevent a recovery for the reasonable worth of the services rendered by plaintiff upon the strength of its prior existence. In the case of Planche v. Colburn et al., 8 Bing. 14, the defendants had engaged plaintiff to write a treatise for a periodical publication. Plaintiff commenced the treatise, but before he had completed it the defendants abandoned the periodical publication, and it was held “that the plaintiff might sue for compensation without tendering or delivering the treatise.” Chief Justice Tindall, in his opinion, said: “I agree that when a special contract is in existence and open, the plaintiff cannot sue on a quantum meruit. ' Part of the question here, therefore, was whether the contract did exist ' or not. It distinctly appeared that the work was -finally abandoned. * * *' Under these circumstances the plaintiff ought not to lose the fruit of his labors.” See Inchbald v. Western [653] N. & Y. Co., 17 Com. B. (N. S.) 733. In Wald’s Poll. Cont. (3d ed.) 337 (1903), the rule is thus stated, viz.: “If the plaintiff has only partly performed, and has been excused from further performance by prevention or by repudiation, or abandonment of the contract by the-defendant, he may recover (either in England or America) the value of what he has given. In some jurisdictions, if a price is fixed by the contract, that is made the conclusive test of the value of the services rendered, more frequently, however, the plaintiff is allowed to recover the real value of the services, though in excess of the contract price. The latter rule seems more in accordance with the theory on which the right of action must be based- — that the contract is treated as rescinded and the plaintiff restored to his original position as nearly as possible.” The plaintiff certainly could not perform further services by way of “supervision” unless a building was constructed, and such was the implied condition of his contract. Pingrey, in his recent work on Contracts (Ping. Gont. (ed. 1905), § 659), says: “Under an implied condition of a contract that the parties are to be excused from performance if a certain event happens, and by reason of the happening of the event it becomes impossible to do that which was contemplated by the contract, there is an implied assumpsit for what has properly been done by either of them.” In Phillips v. Jones, 1 Ad. & E. 333, the Court of King’s Bench, through Sir John Williams, in dealing with a similar case, thus expressed itself: “The expressions of the master, and the other facts in the case, lead to the conclusion that he was evading the performance of his agreement. If he had not actually determined the contract, he had put off the fulfillment of it, unreasonably and unjustly. The Lord Chief Justice therefore left the case properly to the jury, and they were at liberty to find an implied agreement that the plaintiff should have something for his services.” It is to be observed that the present plaintiff’s claim for compensation is not for the loss of such profits as he would have made by the completion of the contract, but only for the reasonable worth of the services he had actually rendered upon the faith of its original [654] existence. Under the assignments of error in this case it is ■unnecessary to consider (as none of them are directed to the point) the distinctions drawn in the cases decided in this state relating to recovery for work done under special contracts where the declaration is based upon the common counts alone. The most prominent of these are Ryan v. Remmey, 28 Vroom 474, and Kehoe v. Rutherford, 27 Id. 23. The view we have taken of the intent and effect of the written contract renders unnecessary any further consideration of the other assignments of error. None of them present the question of the absence of proof of corporate authority to enter into the contract. The judgment below should be affirmed. For affirmance — Magie, Chancellor, Ti-ie Ci-iiee Justice, Garrison, Hendrickson, Pitney, Swayze, Bogert, Vredenburgi-i, Vroom, Green, Gray, Dill, J.J. 12. For reversal — None.