174 Mass. 233 | Mass. | 1899
As we construe the contract for the breach of which this action has been brought, it is an agreement on the part of the defendants to employ the plaintiff for ten years at a salary of $2,000 a year, on terms and conditions set out in the instrument, in the management and conduct of the business carried on by the defendants in the manufacture and sale of soda water fountains, with what is in effect a proviso, that, if
It seems clear to us that what the plaintiff was employed to do was not to render general service but to take the management and conduct of the business carried on by the defendants in the manufacture and sale of soda water fountains. That was what he agreed “ to devote his entire time, labor, and ability ” to. It is in regard to the management and conduct of that business that he agrees that he “ will receive and obey all instructions given him from time to time by said Charles E. Hall and Company,” the defendants. It was on the net profits if any arising out of that business that the plaintiff was to have a percentage by way of additional compensation. And finally it is provided that if the business (i. e. the soda water fountain business) so managed and conducted by the defendants should not be successful, the defendants may discontinue it at any time. There is no provision as to the' further employment of the plaintiff after the discontinuance of that business, or as to the nature or duties of any such employment, as it would seem there naturally would have been if it was expected that he would continue in their employment at a reduced compensation. It is true that the contract begins with an agreement on the part of the defendants “ to employ the party of the second part (the plaintiff) for the term of ten years from the date hereof,” without saying at what he is to be employed. But this is qualified by the words which follow, “ upon the terms and conditions hereinafter expressed; ” and taking the contract as a whole, it is evident, we think, that what the plaintiff was employed to do and what he agreed to do was to manage and conduct that branch of the defendants’ business which related to the manufacture and sale of soda water fountains, and that the various stipulations contained in the contract are introduced with reference to that business and its continuance or discontinuance, and not with reference to any other business or employment.
It also seems to us that, taking into account the nature of the contract and the circumstances under which it was entered into,
As the exceptions must be sustained on the ground indicated above, it is not necessary to consider other exceptions, which the plaintiff has not argued, though he has not waived them, and which relate mostly to questions of evidence and matters which may not, and probably will not, arise at another trial.
Exceptions sustained.