269 Pa. 545 | Pa. | 1921
Opinion by
David Newhall was vice-president of the Victor Box Manufacturing Company, and on February 1, 1916, entered into a contract to act as its general sales agent for certain of its products. An agreement was executed by which the plaintiff was to receive “three per cent of the gross receipts of the company from all goods sold by it.’1’ Under this contract, certain orders were furnished to the company and, when the goods were accepted and settled for by the vendees, the commission was paid. The plaintiff demanded compensation based on the amount of “gross sales,” as shown by orders secured, and brought suit for the balance which he claimed to be due. By an amendment filed, he set forth that certain of the orders obtained had been, or were about to be, cancelled, a liquidation of the company being in contemplation. No details as to the sales referred to, or the amount thereof, were set forth, though Newhall was an officer of the corporation, and presumably had full knowledge of its business affairs.
The affidavit of defense denied liability, on the ground that the commissions were payable on the basis of receipts from orders transmitted; and, further, that the claim, in so far as founded on contracts with the United
A careful examination of the contract of employment leads to the conclusion that it was properly construed by the court below, and that the claim of the agent was limited to commissions based on moneys actually received by the company as a result of sales made by him, or by others, of the class of products in contemplation at the time the agreement was made. The writing is explicit as to this, and though subsequent phrases, standing alone, might lead to a different interpretation, yet, taken in connection with the positive declaration in paragraph 3, and to which the subsequent statements are referred, the intention of the parties is clear. This is not the case of a broker who performs his full service by securing a purchaser for property, and whose work is completed when the minds of buyer and seller have been brought together, but of an agent, whose rights, as well as duties, have been expressly defined. “The sales contemplated in [the] agreement were actual sales in a commercial sense, not mere contracts to sell”: Creveling v. Wood & Leman, 95 Pa. 152, 157.
If it appeared that the company, in order to defraud the agent of commissions under such contract, improperly refused to fill bona fide orders which had been secured, or fraudulently caused their cancellation, such refusal or cancellation would not relieve it from liability: Aikens v. Thackara Mfg. Co., 15 Pa. Superior Ct. 250. The principal cannot by his improper conduct deprive the agent of the sum which has been earned in accordance with the terms of his contract (Bedilion v. Muehler Bros., 74 Pa. Superior Ct. 516; Lindsay v. Carbon Steel Co., 195 Pa. 120); but there is no sufficient averment in the plaintiff’s statement of such
The conclusion reached makes unnecessary discussion of the other questions raised. The assignments of error are overruled, and the judgment is affirmed.
