95 Va. 151 | Va. | 1897
delivered the opinion of the court.
The first error assigned in the petition was abandoned in the oral argument.
The second and third assignments of error are to the action of the court in allowing certain questions to be asked and answered.
The defendant in error insists that these assignments of error1 cannot be considered, because the bill of exceptions fails to show what the answers to the questions complained of were. As the-judgment will have to be reversed on other grounds it is unnecessary to pass upon this objection. But as the same questions may arise upon the next trial, it will be proper to determine whether or not the character of evidence sought to be elicited by the questions was proper.
The action was brought to recover damages for an alleged breach of a contract, which contained, among others, the following provisions:
“Second. There shall be issued to the estate of the said William Seeman fifteen thousand dollars ($15,000.00) in full paid common stock of the said company, and to a trustee for the benefit of the said William Eynon fifteen thousand dollars ($15,-000.00) in full paid common stock of the said company, said stock being issued in consideration of the assignment hereinafter made by the third parties to the said company, and of covenants and agreements hereinafter made by the said third parties, or either of them.
“Third. In consideration of the said issues of common stock the third parties covenant and agree with the said company that the said Eynon shall remain in the employ of the said company,, for a term of five years from the date of this agreement, and shall and will, during said period of five years, and one year thereafter, or during his connection with the operations of the company, and within-thereafter, should said period extend beyond five years, from said date, assign, transfer and set over1 to the said company any patents made or taken out or applied
“Third parties hereby assign and transfer to the said Ores-cent Horse-Shoe and Iron Company the following patents:
“406,111 roll for rolling horse-shoe blanks.
“406,112 plants of machinery for the manufacture of horseshoes.
“406,113 horse-shoe bending machines.
“441,414 manufacture of blooms.
“Fourth. The said William Eynon in consideration of the said issue of common stock to a trustee for his benefit, agrees to remain in the employ of the said Crescent Horse-Shoe and Iron Company for a period of five years from the date hereof at a salary to be agreed upon by the said company, not less than one hundred and fifty dollars a month, and to give his whole time and attention to the affairs of the said company during that period, and should the said William Eynon leave the employ of the said company without its consent, or engage in any competitive business before the expiration of said period of five years, such action shall operate as a forfeiture of any and all claims of the said William Eynon to the said common stock, and the dividends and profits thereof, issued to a trustee for his benefit, and said common stock shall belong to the said company, and be transferred and delivered to it by the said trustee for cancellation. During said period of five years the said trustee shall hold said stock and collect any dividends thereon and pay over the same to the said William Eynon. At the expiration of said five years, and if the said William Eynon shall have complied with his .above agreement with the said company, said trustee shall transfer the said stock to him absolutely.”
The object of the suit was not to rescind the contract, nor to recover the value of the property which was assigned by the plaintiff, but to recover damages for its breach.
The breaches complained of were that the plaintiff in error
The evidence objected to was as to the value of the patents, at the time the defendant in error assigned them, and as to what provision in the contract induced him to accept the price named in it for the patents. It was wholly immaterial in this action what the patents were worth when assigned, or which of the-provisions of the contract induced the defendant in error to enter into it. The rights of the parties were to be determined by the terms of the contract. There is nothing in the contract to justify the contention of the paintiff that he was entitled to recover the value of the patents at the time he assigned them, or at any other time, because he was not permitted to continue in the service of the defendant company so as to develop the patents, and thus increase the value of his stock. In order to recover anything more for being discharged without sufficient cause than the actual damages which resulted to him from not being allowed to continue to work for the defendant company at the price agreed upon, it would have been necessary for him to have provided for it in the contract. This he failed to do.
The evidence was improperly admitted.
The fourth assignment of error is to the action of the court in refusing to permit one of the agents of the Horse-Shoe Company to state “what reasons the company had for discharging Mr. Eynon.”
This was a proper question and the court ought to have allowed it to be answered, but no prejudice resulted from the court’s refusal, as it appears from the bill of exceptions, which contains all the evidence, that this witness was allowed to state the acts of the defendant in error which led to, or were the reasons for, his discharge.
The fifth and sixth assignments of error are to the action of the court in refusing to give instructions numbered one, two, and three, respectively, offered by the plaintiff in error, and in giving its own instruction in lieu thereof.
The object of instruction No. 1 was to instruct the jury upon this point, and whilst not as full perhaps as it should have been, still its meaning could not have been misunderstood, and it ought to have been given; but, even if this were not so, the court when it undertook to give its own instruction in lieu of that and instructions Nos. 2 and 3 ought to have correctly instructed the jury upon this point. This is wholly failed to do.
Instruction Ho. 3 informed the jury “that although a good cause for the discharge of the servant existed at the time of his discharge, and was not known to the master at the time, nevertheless he mav avail himself of this cause as a defence to this o action.”
It is well settled that where a sufficient cause exists for the discharge of a servant, although not the inducing motive to the discharge, or even known to the master, it will justify the discharge. The law only requires that there should be an actual breach of the express or implied conditions of the contract in order to justify the discharge, and, if such cause in fact exists, the master may avail himself of such breach in defence of an action brought against him for damages resulting from an alleged wrongful dismissal. 1 Minor’s Inst. (4th Ed.) 212; 2 Add. on Contracts, (3d Amer. Ed.), sec. 890. The cause assigned at the time the defendant in error was discharged was that his reports of the material on hand were incorrect and misleading, and had caused a serious loss to the plaintiff in error. Hpon the trial there was evidence tending to show a failure on his part to account for certain cash in his hands, and to make certain
Instruction Eo. 2 did not correctly state the law, and the court did not err in refusing to give it. A master has the right to discharge his servant if he does not do the work which he was employed to do in a reasonably skilful manner. But reasonable skill is all that is required, unless the servant professes a higher degree of skill, and has contracted to perform the work in the best manner. "Wood on Master and Servant, sec. 155. There was no evidence tending to show that the defendant in error professed any extraordinary degree of skill, or had contracted to do the work which he had undertaken in the best possible manner.
The effect of instruction Eo. 2 was to declare to the jury that unless the defendant in error had performed his work in an absohitely skilful and satisfactory manner the plaintiff in error had the right to discharge him. In this respect it was erroneous. It was also erroneous in stating that the defendant in error had no right to recover unless the jury believed that he was discharged without cause and through malice. If he was discharged without sufficient cause, he was entitled to recover without regard to the motives which may have actuated the plaintiff in error in discharging him.. This is an action for breach of a contract, and the motive of the master in discharging the servant is not in issue, nor is it material. The question is whether a legal cause existed for the discharge. Wood on Master and Servant, sec. 119; Wood’s Mayne on Damages, sec. 43.
The instruction given by the court in lieu of instruction Eo. 2 was also erroneous. By it the jury were instructed that if they believed from the evidence that the defendant in error was discharged without sufficient cause, they should assess his damages at such sum as might seem right to them from all the evi
As we have seen, there was no proof that the defendant company had refused to issue the stock as provided for in the contract, or that any injury had resulted to him from its failure to issue it even if it had refused to do so. If the plaintiff had been dismissed from the service of the defendant without sufficient cause, he was entitled to recover the actual damages sustained by Mm in consequence of such illegal dismissal, and the jury should have been so instructed instead of being instructed as they were. Willoughby v. Thomas, 24 Gratt. 531, 533; 1 Minor’s Insts., (4th Ed.), 212.
The judgment complained of must be reversed, the verdict set aside, and the cause remanded to the Circuit Court for a new trial to be had in accordance with the views expressed in this opinion.
Reversed.