22 Minn. 233 | Minn. | 1875
The alleged cause of action against defendant is a contract, evidenced by a resolution of its executive committee or board, appointing plaintiff as its attorney, “ at a salary of one thousand dollars ($1,000.00) per year, payable quarterly,” and plaintiff’s letter “accepting the appointment upon the terms offered.” That the transmission of this resolution by defendant, and the written acceptance of the offer it contained by plaintiff, constituted a complete and consummated contract, admits of no reasonable doubt. Tayloe v. Merchants’ Fire Ins. Co., 9 How. 390. That the executive board had the requisite authority from defendant to make this appointment., and contract in case a vacancy then existed in such position, is an admitted fact upon the pleadings. Whether the vacancy existed was a question of fact properly and correctly submitted by the court to the jury, and bjr it determined in favor of the plaintiff. So, as to the alleged abandonment of the contract by both parties, or by the defendant with the acqnies
The remaining questions relate to the construction of the contract, the right of the defendant to rescind it, and the amount which plaintiff was entitled to recover. The contract, according to its terms, fairly imported an obligation on the part of plaintiff to perform for defendant, and to hold himself ready to perform, whenever called upon, such professional services as an attorney as defendant might require in and about its business during the period of at least a year, and the reciprocal obligation on the part of defendant to pay for such yearly retainer and services the stipulated gross sum of $1,000.00, payable in quarterly instalments. The contract of employment was by the year, at a fixed salary for such period, and not one for an indefinite period, at the rate of so much a year. This construction accords with what must reasonably be supposed to have been the intention of the parties, considering the nature of the employment and the character of the services agreed to be rendered. Emmens v. Elderton, 4 H. L. Cas. 625. Without consent, or without just cause, neither party was at liberty to rescind the contract dining the year. If plaintiff entered upon its performance, and continued during that period ready and willing to perform on his part, and did not, by any act or engagement incompatible therewith, incapacitate himself from its performance, then he was entitled to recover the stipulated sum agreed upon as compensation for his services.
If, as is claimed by defendant, the plaintiff, during the time, obtained other employment and compensation inconsistent with his engagement under the contract, that was affirmative matter in recoupment of his claim, which it was incumbent on defendant to set up and establish. Williams v. Anderson, 9 Minn. 50; Costigan v. Mohawk & Hudson R. Co., 2 Denio, 609. The case seems to have been disposed of in the court below in accordance with these views, and hence the order denying a new trial must be affirmed.
