111 S.E.2d 841 | N.C. | 1960
Lewis R. BRIGGS
v.
AMERICAN & EFIRD MILLS, INC.
Supreme Court of North Carolina.
*843 Carpenter & Webb, Charlotte, for plaintiff-appellant.
Helms, Mulliss, McMillan & Johnston, Charlotte, for defendant-appellee.
RODMAN, Justice.
The question presented is this: Did the placing of another person in charge of defendant's Spun Fibers Division terminate Briggs' service with defendant?
The answer is to be found in the contract. When a contract is in writing and free from ambiguity, interpretation is for the court. "When competent parties contract at arms length upon a lawful subject, as to them the contract is the law of their case." Suits v. Old Equity Life Insurance Co., 249 N.C. 383, 106 S.E.2d 579, 582; Barham v. Davenport, 247 N.C. 575, 101 S.E.2d 367.
When a court is called upon to interpret, it seeks to ascertain the intent of the parties at the moment of execution. To ascertain this intent, the court looks to the language used, the situation of the parties, and objects to be accomplished. Presumably the words which the parties select were deliberately chosen and are to be given their ordinary significance. Fidelity & Casualty Co. of New York v. Nello L. Teer Co., 250 N.C. 547, 109 S.E.2d 171; De Bruhl v. State Highway, 245 N.C. 139, 92 S.E.2d 553; Chambers v. Byers, 214 N.C. 373, 199 S.E. 398; Gilbert v. Waccamaw Shingle Co., 167 N.C. 286, 83 S.E. 337.
We examine the contract and allegations in the complaint in the light of these controlling rules. When we do so, it appears: Defendant's manufacturing operations are extensive; the Spun Fibers Division is a segment thereof; to supervise and direct its manufacturing operations, it desired a capable and experienced person; and to obtain such services defendant agreed to pay substantial compensation; each party regarded a fixed term for a number of years as best suited to accomplish the object of the contract, which was manifestly efficient and economical production of goods.
The parties recognized that conditions might arise which would cause a termination of the contract and cessation of plaintiff's services. If this cessation of services was due to plaintiff's physical disability, defendant obligated itself to "maintain its performance under this contract throughout one year of such incapacity"; if the termination of plaintiff's services was due to his intentional wrong (fraud or dishonesty) no obligation rested on defendant to make payment; if, however, the company terminated Briggs' services (1) by a sale of its properties, or (2) because of "disagreement with his policies and methods," or (3) for any other cause, the company obligated itself to pay the employee two years' salary, and this irrespective of the time when the contract was terminated.
Without these provisions the company would not be obligated to pay when the employee was physically unable to serve; but in the event of a sale of its properties, it would be obligated to the employee for the agreed compensation for the remainder of his term, Woodley v. Bond, 66 N.C. 396, less what he could reasonably earn by other employment, Thomas v. *844 Catawba College, 248 N.C. 609, 104 S.E.2d 175; Smith v. Cashie & Chowan R. & Lumber Co., 142 N.C. 26, 54 S.E. 788, 5 L.R.A.,N.S., 439.
The parties desired to guard against a situation where the termination was based on asserted incompetency or insubordination (disagreement with his policies and methods). Such a charge, if founded in fact, would, except for the contract provisions, relieve the employer of any obligation to pay. Ivey v. Bessemer City Cotton Mills, 143 N.C. 189, 55 S.E. 613. When the contract is read as a whole, it is, we think, apparent that the word "terminate" means "to put an end to, to make to cease, to end," Webster's New Int. Dic., and should be given its ordinary significance. The contract provides for payment upon termination of service. This means, we think, a complete termination and not a mere concentration of the area of service.
Plaintiff does not allege that the company has in fact ceased to use his services or that he is no longer in charge of a material part of its manufacturing operations. There is no allegation that he has been removed from all supervision and control. Manifestly, the parties contemplated that the employer should have the right to use the employee's services in its manufacturing operations to its advantage. A concentration of his talents in other manufacturing divisions so as to maintain efficient production would not, we think, be a breach of the contract, but, to the contrary would accomplish the purpose for which it was madeeconomical production of goods.
Plaintiff's allegation that the company terminated the employment by placing another in charge of the Spun Fibers Division is but a conclusion. It is not a statement of fact, and we think a conclusion based upon an erroneous interpretation of the contract. The facts alleged in the complaint differ materially from the situation described in Mair v. Southern Minnesota Broadcasting Co., 226 Minn. 137, 32 N.W.2d 177, 4 A.L.R. 2d 273, and like cases on which plaintiff relies. In those cases there was in fact such a complete change in duties as to amount to a total cessation of the services contracted for.
The judgment sustaining the demurrer is
Affirmed.
HIGGINS, J., took no part in the consideration or decision of this case.