140 Ky. 776 | Ky. Ct. App. | 1910
Opinion op the Court by
Reversing.
Appellant. Hospital College of Medicine, is a corporation renting certain real estate in Louisville, Kentucky. Its affairs were controlled by a number of physicians who were members of its faculty. Dr. P. R. Taylor was the dean of the faculty. Having made up his. mind to take a trip abroad and retire from the faculty, he claimed that, inasmuch as two of the professors had paid'$3,000.00 each for their seats, he was entitled to be paid that much for his seat. The payment of this sum was at first resisted by his fellow-professors, but rather than have a law-suit, it was finally agreed that, if he could find some other physician acceptable to them, who would pay the $3,000.00, they would elect him to the faculty and would give Dr. Taylor $2,000 of the sum so paid. Dr. Taylor suggested the name of appellee, Dr. H. A.
“In consideration of a seat in the faculty of the Hospital College of Medicine, with full interest in all the property thereof, and a professorship' in Physiology and the Diseases of Women in the Louisville and Hospital Medical College, I have today entered into the following contract:
“I agree to execute three negotiable notes of $333.33, each due in one, two and three years, and also two notes of $1,000.00 each, the first due Nov. 9, 1911, interest 6 per cent from date. Louisville, Kv., Nov. 9, 1907.
“H. A. Davidson,
“Hospital College oe Medicine,
“H. H. Grant, Treas.”
Pursuant to the above contract, Dr. Davidson executed three notes for $333.33 each, and also two notes for $1,000.00 each. After the execution and delivery of these notes, appellant assigned the first four, aggregating $2,000.00, to Dr. Tavlor, and retained the fifth note, $1,000.00, maturing November 9th, 1912.
After the execution of this contract and delivery of the notes, appellant, Hospital College of Medicine, and the Louisville Medical College combined their teaching staff into what was known as the Louisville and Hospital Medical College. Dr. Davidson was elected professor of Physiology and the Diseases of Women in the Louisville and Hospital Medical College, and occupied this position for one scholastic year. At the end of that time all the medical colleges in Louisville combined their teaching forces into one, under the name of the University of Louisville; their properties, however, were not sold, but were held as they had been before. When this merger was consummated, those in charge of the new institution refused to give Dr. Davidson the professorship of the Diseases of Women, but made him professor of Physiology. The former professorship was much more valuable than that of Professor of Physiology because of the fees that would accrue to the holder from consultations. Indeed, the evidence shows that the main purpose on the part of appellee in purchasing a seat in the faculty was to obtain the professorship of the Diseases of Women.
According to the testimonv of appellee, he made no contract with appellant by which he was to release his professorship of Physiology and the Diseases of Women in the Louisville and Hospital Medical College, and accept in lieu thereof a chair in the University of Louisville. Some time after he began teaching in the Louisville and Hospital Medical College, the faculties of the various medical schools in Louisville set on foot certain proceedings looking towards a merger of these institutions into one institution, to be known as the University of Louisville. To this end a medical commission was appointed, consisting of two representatives from each school. As the Louisville and Hospital Medical College embraced two schools, it had four representatives on this commission. Appellee was present at the meeting when these latter representatives were appointed. Ac
The evidence for appellant is to the effect that, at the meeting when the merger was agreed upon, no guaranty or assurance was given that the members of the faculty of the Louisville and Hospital Medical College would be retained in their same positions. The four representatives of these two schools were simply instructed to vote solidly in favor of the retention of the members of the faculty. These facts were brought out in the depositions of a majority of the other physicians who took part in the various meetings.
We conclude that the chancellor properly held that the contract sued upon was not terminable at will. The rule is well settled in this State that, where the contract is silent as to time, the intention of the parties, so far as its duration is concerned, may be gathered from the circumstances attending its execution. When we consider the amount of compensation paid for the seat in the faculty, and the fact that the notes were to’ extend over a period of five years, we conclude that it was the intention of the parties that appellee was to be the permanent professor of physiology and the Diseases of Women, subject to removal for cause. The idea that he paid so substantial a consideration for the right, to retain the professorship for a week or a month is 'preposterous. (Smith v. Theobald, 86 Ky. 141.)
We come, next, to a consideration of the case from the standpoint of the facts developed in the record. Appellee took part in the movement leading to the merger. He participated in the meetings. He voted for the merger and consented to it. He knew at the time that he was helping to put. it out of the power of appellant to continue him as professor of Physiology and the Diseases of Women in the Louisville and Hospital Medical College. That institution, as such, ceased to exist; it no longer had any teaching force. Pie knew that the control of the faculty of the new institution would pass into other hands. True, he believed, and may have had good reason for believing, that he would be retained in the
Judgment reversed and cause remanded, with directions to dismiss the petition.