delivered the opinion of the Court.
This suit for breach of contract was brought by Edward T. Murray against the Chesapeake and Potomac Telephone Company of Baltimore City to recover damages for his discharge from employment as a salesman of telephone directories.
The contract, which was oral, was made in 1926. Prior to that time the only telephone directories which defendant issued listed subscribers alphabetically. Other Bell Telephone companies having been successfully issuing street address directories in New York, Philadelphia and Pittsburgh, defendant decided to compile and publish a Baltimore directory in that form. Plaintiff was employed as one of the directory salesmen. He had been selling directories in Baltimore and Washington for the Crisscross Company. In 1926 that company discontinued its work in Baltimore and Washington, but *530 continued to publish directories in Detroit, Buffalo, Rochester, Toledo, Columbus and Battle Creek.
After entering the employ of defendant, plaintiff sold 113 directories to 87 of his old Crisscross customers. As his earnings were not large, he later accepted the suggestion of defendant’s director of advertising that he use some of his time in soliciting advertisements for the yellow pages in the directory. He continued as one of defendant’s salesmen for 23 years. In 1949 defendant decided to change its methods of compiling and selling its street address directories. It decided to delegate the work of soliciting advertisements to an advertising agency, and to handle the sale of directories itself without the aid of commission salesmen. When plaintiff was notified of the new plans,, he expressed the hope that he might be allowed to continue to sell to his own customers, but he was informed that thenceforward the sale of all directories would be entirely “a company operation.”
Plaintiff testified that he was employed in 1926 by Randolph K. Wheat, directory sales manager, now assistant vice president of the telephone company. He asserted that Wheat promised him that the company would pay him a commission of 20 per cent on all street address directories that he sold as long as the company continued in the street address, directory business. He claimed that he was assured that he would be employed for life and that the company would not terminate his employment.
On the contrary, Wheat testified that he had never employed plaintiff on a lifetime basis. He stated definitely that plaintiff had been employed on exactly the same terms as all other salesmen. He disclosed that he had never been authorized to make a contract on behalf of the company for life employment, and that he had never made any such contract in his entire career. Francis S. Whitman, the company’s directory manager, now retired, testified that he had never authorized Wheat to employ a salesman on a lifetime basis, and that he had never possessed any such authority himself.
*531 The trial judge overruled defendant’s motion for a directed verdict, and the jury awarded plaintiff $6,411.50. After a motion for judgment n. o. v. was overruled, judgment was entered on the jury’s verdict. Defendant thereupon appealed to this Court.
We have announced the rule that a general manager or a managing agent of a corporation ordinarily has implied authority to hire employees when the employment is usual and necessary and within the scope of the corporate purposes.
Atholwood Development Co. v. Houston,
Even the president of a corporation ordinarily does not possess authority to hire employees for life. In
Carney v. New York Life Insurance Co.,
In the case at bar there was no evidence that the directory sales manager had ever been authorized to bind the defendant corporation by a contract for life employment. On the contrary, he declared that he had never possessed such authority. In addition, there was no evidence that the board of directors of the corporation had ever ratified the alleged contract for life employment. Plaintiff based his claim upon an alleged oral promise of the directory sales manager. If plaintiff had proved the alleged promise without ratification by the board of directors, he would still have failed to establish a cause of action. He would have shown merely an unauthorized contract of employment which was unenforceable against the corporation.
Planitiff now claims that there was sufficient consideration in addition to the services incident to the employment to bind the defendant corporation to a contract for life employment. He claims that the Crisscross Company offered to employ him as a salesman in *533 Detroit, where the company had been selling about 1,300 directories a year for a total of about $30,000, and his commissions thereon at 25 per cent would have amounted to about $7,500 a year, and that the company also offered to give him permission to sell directories in Buffalo, Rochester, Toledo and Battle Creek, where he could earn $7,500 more. Thus he claims that he was offered a $15,000 job, but that he turned it down in order to work for the telephone company. He further claims that when he entered the employ of the telephone company, he had more experience than the other salesmen in selling directories, and that he also had the benefit of a substantial list of customers.
We assume, without deciding, that where an employee has given consideration in addition to the services incident to the employment, a contract for permanent or life employment is valid and continues to operate as long as the employer remains in the business and has work for the employee and the employee is able and willing to do his work satisfactorily and does not give good cause for his discharge. If the employee has purchased permanent or life employment for a valuable consideration additional to the services which he has contracted to render, a discharge without good cause may constitute a breach of contract.
Dugan v. Anderson,
However, the mere giving up of a job, business or profession by one who decides to accept a contract for alleged life employment is but an incident necessary on his part to place himself in a position to accept and perform the contract, and is not consideration for a contract of life employment.
Adolph v. Cookware Co. of America,
*534
Carnig v. Carr,
Many courts in this country have held that a contract by which a corporation, in consideration of the release of a claim against it for damages, agrees to give the claimant permanent employment, is valid and enforceable, and is equivalent to life employment or employment for such length of time as the employer has work which the employee is able, and willing to perform in a satisfactory manner.
Kirkley v. F. H. Roberts Co.,
In the instant case there was no evidence of independent consideration to bind the defendant corporation to a contract of life employment. It is true that plaintiff testified that Wheat and Whitman told him that he would be employed for life, and that the company would pay him 20 per cent commission on sales of the directories as long as the company continued in the street address directory business. But Wheat testified that he told plaintiff that he could not discuss hiring him as a salesman as long as he was employed by the Crisscross Company, and some time later plaintiff returned and told him that the Crisscross Company was going out of business, and he would like to sell directories for the telephone company. Wheat then testified: “I told him what the commission rate would be and what we would charge for the directory and the conditions under which we would lease it, and the upshot of that was that he decided to come with us, and inasmuch as he had been selling the Crisscross people he said he had a list of accounts. I didn’t see it — to this day I haven’t seen the list of his accounts — but I told him that I thought it was only fair that he should have an opportunity to canvass his street address customers before the book was thrown open to the sales force.”
In interpreting a contract, the court considers the language employed, the subject matter and the surrounding circumstances, and places itself in the same situation as the parties who made the contract.
Sorensen v. J. H. Lawrence Co.,
Plaintiff finally urges that, even though the directory sales manager had no authority to enter into a contract for life employment, and defendant had the right to terminate his employment in March, 1949, he should at least be allowed commissions on all sales which defendant has made to his customers since his discharge and which it may make to them in the future. The question whether a salesman, employed under a particular contract providing for commissions based upon amounts collected, is entitled to commissions on collections made after termination of his employment or discharge for cause, where the collections arise out of business secured during the term, is dependent almost entirely upon the language of the contract and the construction to be given thereto. Thus, in
Home News v. Goodman,
In that case we relied heavily on
Scott v. Engineering News Publishing Co.,
In the contract before us we find no intention on the part of the defendant corporation to give plaintiff a perpetual right to commissions on all sales of directories made by the corporation to any of his customers, even if there was any authority to make such a contract. This contract is distinguishable from a contract of an insurance company and its agent wherein there is an express provision for continuance of commissions upon renewal premiums after termination of the agent’s employment. In such a case the contract is enforced without regard to whether termination of the employment is *538 caused by resignation or by discharge of the agent. 4 Williston on Contracts, Rev. Ed., sec. 1030.
It may seem harsh to plaintiff to be deprived of the right to sell the directories after he has been selling them for 23 years. Many of his customers bought directories from him year after year without any need for salesmanship. In many cases he received his commissions for doing little more than delivering the directories. But the mere fact that he has been receiving these commissions without being required to work for them very strenuously does not vest in him the right to continue as defendant’s agent for the remainder of his life. It is axiomatic that a principal has the right to revoke the authority which he has given to his agent at his own pleasure, for, since the authority is conferred by his mere will and is to be executed for his own benefit and his own purposes, the agent cannot insist upon acting when the principal no longer desires his aid.
Here the sales made by defendant since plaintiff was discharged in March, 1949, have been independent of the sales which plaintiff had made. The sales made by defendant have been on a new basis and for new considerations. Plaintiff admitted that he had been paid all of his commissions for sales of the November, 1948, directory. He admitted that he did not do any servicing except to sell and deliver the directories. Consequently there was no evidence that he was entitled to any further compensation. For these reasons the case should have been withdrawn from the jury. The judgment in favor of plaintiff must therefore be reversed.
Judgment reversed without a new trial, with costs.