Stewart v. Occidental Life Insurance

BROCK, Chief Judge.

The essential question presented upon appeal is whether plaintiff’s evidence shows the formation of a contract requiring defendant to employ plaintiff for the years 1968, 1969 and 1970.

Plaintiff’s main contention is that the discussion between the parties which took place in the February 1968 conference résulted in a valid and enforceable contract for employment. Plaintiff testified that the February conference “was for the purpose of arriving at a contract and we discussed a contract.”

Plaintiff’s recapitulation of the discussions which took place at the February conference is the only evidence in the record of the alleged agreement. Plaintiff testified that Mr. M. F. Browne (Browne), President of Occidental Life (defendant), made the following statements:

“In 1968 we will give you the same contract under which you operated in 1967 .... In 1969 we will pay you $38,000 plus $500.00 a month. In 1970 we will pay you $38,000 plus $1,000 a month, and this will be in lieu of your renewal commission .... In 1969 and 1970 we will change your net gain bonus from a percentage of premiums to a percentage of commission. How does that sound to you ?”

Plaintiff testified that he reduced Browne’s terms to writing and submitted them to Mr. David East (East), Vice President - Marketing, requesting East to “ . . . type it up and send it to me and I’ll sign it.” Plaintiff never received a contract in the format of the memorandum submitted to East, but continued to work under the same conditions as the 1967 agreement. Subsequent memoranda in correspondence between the parties proved unsatisfactory and objectionable to plaintiff who continued to work for defendant without a new contract, while submitting items to East which plaintiff desired in his contract when the contract was “finalized.” Plaintiff was advised by defendant on 25 November 1968 that all agreements between parties would terminate 30 November 1968, and plaintiff’s compensation would accrue until 31 December 1968.

“In order to constitute a valid contract there must be an agreement of the parties upon the essential terms of the contract, definite within themselves or capable of being made definite.” 2 Strong, N. C. Index 2d, Contracts, § 1, p. 292.

“Accordingly, in order to constitute a valid contract there must be an offer and an acceptance in the exact terms and the same sense, and the acceptance must be communicated to the offeror.”

“An offer must be definite and complete, and a mere proposal intended to open negotiations which contains no definite terms but refers to contingencies to be worked out cannot constitute the basis of a contract, even though accepted.” 2 Strong, N. C. Index 2d, Contracts, § 2, p. 294.

Plaintiff, at best, has presented us with details of a conference convened at his request to discuss the terms of an employment contract for continued association with the defendant. We are given terms of compensation allegedly proffered to plaintiff during the course of the discussion, without any correlative conditions of employment, duties of the plaintiff, or provisions for termination. The only offer which plaintiff has testified was communicated to him, was unacceptable to him, and immediately rejected.

In the absence of an agreement reflecting a meeting of the minds based upon a sufficient consideration, with an offer and acceptance or mutuality of obligations or promises, we can find no contractual agreement based upon plaintiff’s recapitulation of the discussion which took place in the February 1968 conference. Plaintiff, therefore, has shown no right to recover damages under a breach of contract theory. All other contentions by plaintiff, based upon an existing contract, are likewise without merit.

Plaintiff has also asserted that the case should have gone to the jury on the issue of quantum meruit, even if plaintiff failed to prove an express contract.

We agree with plaintiff’s contention that under the law of quasi contracts, when one party renders services to another without an express contract for payment for such services, the law implies a promise to pay fair compensation, and failure to establish an express contract will not preclude recovery upon the implied promise. See 6 Strong, N. C. Index 2d, Quasi Contracts, § 1. However, we do not agree with plaintiff that he did not receive fair compensation for his services rendered in 1968.

Plaintiff testified that his W-2 form for the year 1968 reflected gross payment to plaintiff by defendant in the amount of $80,676.34 for services rendered. Plaintiff nowhere alleges or contends that defendant is further indebted to him for services rendered for the year 1968.

In our opinion the trial court properly directed a verdict for defendant, and the judgment should be

Affirmed.

Judges Hedrick and Baley concur.