Tatterson v. Suffolk Manufacturing Co. , 106 Mass. 56 ( 1870 )

.Wells, J.

The correspondence forms only a part of the evidence by which the contract of the parties was proved. There was no express stipulation, .either written or oral, which fixed the time for the continuance of the employment of the plaintiff by the defendant. That element of their contract depended upon the understanding and intent of the parties; which could be ascertained only by inference from their written and oral negotiations, the usages of the business, the situation of the parties, the nature of the employment, and all the circumstances of the case. It was an inference of fact, to be drawn only by the jury. The whole question, What was the contract existing between the parties, at the time the defendants undertook to terminate the employment ? was properly submitted to the jury.

The plaintiff insisted that it was a contract by the year. The defendants insisted that it was a contract by the quarter; and therefore that it might be terminated at the end of any quarter during the year, upon suitable notice. The court below stated the two propositions to the jury; ruling, upon this point, only that, if they found the contract to be as the plaintiff claimed, he might recover notwithstanding such notice.

This ruling would be at least questionable, if the fact involved in it, in regard to the terms of the contract, had been controverted. A contract of hiring by the year might be terminable within the year, upon notice by one of the parties to the other; if that condition was inferable, as a part of the contract, from their negotiations, or from usage known to them and understood to be applicable to such engagements. But the defendants did not allege in the answer, nor attempt to maintain at the trial, any proposition of that kind, to qualify the contract alleged and relied on by the plaintiff. The defence consisted in the denial of any contract by the year, and the assertion of a contract by the quarter. The attention of the judge was not called to the question of the right to terminate the contract in the aspect above suggested ; and we do not think the defendants are now entitled to take advantage of that oversight.

The third and fourth prayers for instructions relate to the point of termination by notice. But they do not ask the court to rule upon the question whether such a right might be engrafted upon a contract for a year, if the jury should find such to have been the understanding and intent of the parties.

The obvious aim of these prayers was to obtain a ruling that, as matter of law, an employment like that of the plaintiff, with quarterly payments, might be terminated by three months’ notice ; especially under the circumstances of that case, which required a cessation of the business in which he was engaged. They sought, apparently, to import into such engagements a rule of law analogous to that which applies to tenancies of real estate by oral agreement; or to that which governs contracts for domestic service in England. But we are aware of no such rule of law applicable to the case. We are satisfied that these instructions were rightly refused.

The first and second prayers were rightly refused, for the reason that they called upon the court to rule upon the legal effect of a part only of the whole evidence from which the contract was to be deduced. That legal effect was dependent upon the other facts and circumstances in proof; and such a ruling would have been not only useless, but improper. It was for the jury to ascertain what the real contract was.

The fifth prayer relates to the statute of frauds. The position of the defendants would be correct, if the plaintiff relied upon the original negotiations as the contract upon which his action was founded. The written evidence does not show any contract which binds the defendants to employ the plaintiff for the whole of a second year. That obligation, if it exists, must be found in some agreement into which the parties had entered within the year. They did enter into some agreement, by the mere fact of continuing their relations of employment and service. It was a relation of contract. The terms of the contract, in the absence of express words, are to be ascertained, not alone by what occurred within the year, but also from all that had transpired previously. From all the evidence the jury must determine, as an inference of fact, what was the understanding with which the parties entered upon the second year of employment and service. That, when found, constitutes their contract. The contract which resulted from the original negotiations did not by its terms, and could not by reason of the statute, extend into the second year But those negotiations were competent evidence from which to infer what were the terms of the new contract under which the parties continued their relations. We think that the jury were rightly instructed that the statute of frauds did not apply to the contract upon which the plaintiff relied ; and that the fifth prayer was rightly refused. Exceptions overruled.