122 F.2d 79 | D.C. Cir. | 1941
This is the third appeal in this litigation. The first asserted the jurisdiction of the court below to appoint a receiver for the present appellant, a foreign corporation engaged in business exclusively in the District of Columbia.
The facts are these: The corporation was organized in July, 1929, under the Connecticut laws to engage in the retail haberdashery business in Washington city. Four hundred shares of common stock of $100 par value each were issued, half to D. T. Langrock, manufacturer of clothing, and the other half to Lewis and Thomas Saltz.
The auditor held (1) that in computing the bonus payable to the Saltzes, sales made in the leased departments of the appellant’s store should be included; (2) that the Saltzes were entitled to salaries and bonuses for the period from February 25, 1935, to September 26, 1935, when the second demand for possession was made; (3) that they were entitled to salaries, but not the bonus, for the period from September 26, 1935, to February 24, 1936, the approximate date the store was vacated and delivered to the corporation. The court confirmed the auditor’s report in all respects.
We are of opinion that the decree of the lower court, so far as it approved items (1) and (2) of the report, should be affirmed.
First. The agreement for a bonus was based on the net sales of the business, and we agree with counsel for appellees that this properly means net sales made at the place of business, and this seems to us very clearly to have been the contemporaneous construction placed' upon the agreement by the parties themselves. Before the quarrel, that basis was accepted and payment made accordingly. We think this is sufficient to sustain the decree as to this item for the period appellees were lawfully in control of the store.
Second. Shortly after his election as president in February, 1935, Lang-rock demanded possession of the store, but the next day, as we have seen, negotiations began and there was an agreement, if not directly between the parties at least between counsel, that the Saltzes were to continue in the operation of the business, and that the “status” was to remain unchanged, until the negotiations were completed. Langrock at that time was willing to sell his stock, and the purpose of the agreement to maintain the status quo was to give sufficient time to arrange terms on which it could be bought. They did continue in charge, and between that date and February, 1936, when they vacated, the corporation had one of its best years. We think there is sufficient evidence in the record, therefore, ' to sustain the auditor and the lower court on the finding that the Saltzes were entitled to salaries and bonuses to September 26, 1935, when the second demand for possession was made.
But we think the auditor was mistaken and that the court erred in confirming his finding that the Saltzes were entitled to salaries after September 26, 1935. Whatever may properly be said about their rights and status during the previous period cannot be said of the situation after this date. Then and there Langrock, as president, went personally to the Saltzes and demanded possession of the store. The demand was refused, and he was ordered out of the store. The next day the corporation brought this suit, and from thence the Saltzes remained in possession in defiance of the legal action of the corporation in discharging them and putting an end to any agreement, tacit or otherwise, which had formerly existed. The corporation adopted the only means open to it except to violently eject them from the premises, and
Affirmed in part; Reversed in part; Costs to be divided and the case remanded with instructions to proceed in accordance with this opinion.
Saltz et al. v. Saltz Bros., Inc., 65 App.D.C. 393, 84 F.2d 246.
Saltz et al. v. Saltz Bros., Inc., 67 App.D.C. 116, 89 F.2d 860.
Subsequently the capital stock was increased to 835 shares.
67 App.D.C. 116, 89 F.2d 860.