Baltimore Breweries Co. v. Callahan

82 Md. 106 | Md. | 1895

Fowler, J.,

delivered the opinion of the Court.

The plaintiff sued the defendant corporation to recover damages for the breach of a contract to employ him for one year at a salary of $1,560, payable in weekly installments of thirty dollars each. This contract is in writing, and the controlling question is, whether it is a contract not to be performed within a year, arid if so, whether it sufficiently sets forth a consideration on the part of the plaintiff. But for the ingenious argument of the counsel for defendant we should have had but little, if any, doubt in regard to the correctness of the rulings of the learned Judge below. He held, and we think correctly, that upon its face the contract was one which could have been performed within a year, or rather that it did not appear that it could not be possibly-performed within that time, and that therefore it was not within the fourth section of the Statute of Frauds. This view is in accordance with the great weight of authority, and is supported by the decisions of this Court in the case of Cole v. Singerly, 60 Md. 354, where it was said that “ the statute will not be applied where the contract can, by any possibility, be fulfilled or completed.within the space of a year — although the parties may have intended its operation should extend through a much longer period.”

It appears that the contract sued on in this case was executed on the fifth of September, 1893, and it will appear from an examination of its provisions that it was made between the plaintiff and defendant, that each of them signed, that they both thereby declared that the defendant had employed the plaintiff for the term of one year beginning on the-day of September, 1893, and ending on the.- day of September, 1894, to serve as a solicitor of trade, &c. — that the defendant agreed to pay the plaintiff, as salary for said term of one year, the sum of $1,560. It appears from the testimony of the plaintiff that at the time of the execution of this contract it was thought there was nothing which could prevent his going into the service of the defendant at once, except the fact that he could not then tell at what moment of time the person he had been theretofore serving would release him, and that the date which was left blank depended upon that uncertain or contingent event. If he had been released by his former employer on the day of the signing of the contract with the defendant, he would have filled out the blank by writing in the “ fifth” of September, and the contract would then have clearly been for a year certain, and not within the statute. In the case of Cole v. Singerly, supra, it was held that the fourth section of the Statute of Frauds applies only to such contracts as are not to be performed within a year and expressly and specifically so agreed. A contingency is not within the statute, nor any case that depends upon a contingency. Hence this case is not changed by the fact that after the contract was signed the plaintiff ascertained and so informed the defendant that he could not begin his service until the I ith of September, for, as we have seen, there was nothing to render it impossible for the service to begin the very hour and day the contract was signed, if the plaintiff had been immediately released by his former employers.

But even if we could adopt the view so earnestly presented by defendant’s counsel, and hold that the contract is one which is not to be performed within the space of a year, it seems to us that it complies with the statute, for it is in writing and sufficiently sets forth a valid consideration. Over their signatures the plaintiff and defendant declare that the latter has employed the former for the term of one year at a stipulated salary. The inference from this language is certain, namély, that both parties agreed to this employment- and the terms thereof, the time it was to continue and the compensation to be paid, and nothing else was necessary to make the contract binding upon both of them. If the paper had been drawn in a more formal manner, perhaps it would have been set forth in the contract that the plaintiff agreed to render the stipulated service in consideration of the payment of the salary. But such express statement moving from the plaintiff is not required, for it is sufficient if the consideration may be collected or implied with certainty from the instrument itself. In the case of Black v. Woodrow, 39 Md. 215, it is said that “ it not infrequently occurs that contracts on their face and by their express terms appear to be obligatory on one party only; but in such cases, if it is manifest that it was the intention of the parties and the consideration upon which one party assumed an express obligation, that there should be a corresponding and correlative obligation on the other party, such corresponding and correlative obligation will be implied.” We entirely agree with the learned Judge below that the written contract before us shows the whole and not only a part of the consideration, and being in other respects valid, there was no error in the rulings excepted to, all of them having been based upon the ground that the contract in question is void.

(Decided December 5th, 1895.)

Judgment affirmed.