Aaron Bravman v. Bassett Furniture Industries, Inc. And Bassett Mirror Co., Inc

552 F.2d 90
CourtCourt of Appeals for the Third Circuit
DecidedMarch 23, 1977
Docket76-1003
StatusPublished
Cited by85 cases

This text of 552 F.2d 90 (Aaron Bravman v. Bassett Furniture Industries, Inc. And Bassett Mirror Co., Inc) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Aaron Bravman v. Bassett Furniture Industries, Inc. And Bassett Mirror Co., Inc, 552 F.2d 90 (3d Cir. 1977).

Opinions

OPINION OF THE COURT

GIBBONS, Circuit Judge.

This is an appeal from a final order of the district court granting the defendants’ motion for directed verdicts in a suit in which plaintiff alleged violations of the federal antitrust laws and a state law claim for breach of contract. We reverse and remand for trial.

The case started as a diversity breach of contract action by Aaron Bravman, a furniture manufacturers’ sales representative, against Bassett Furniture Industries, Inc. (Bassett Furniture), a furniture manufacturer. Bravman was granted leave to amend his complaint to include Bassett Mirror Co., Inc. (Bassett Mirror) as an additional defendant and to allege violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, and Section 3 of the Clayton Act, 15 U.S.C. § 14. Bravman’s claim under Section 3 of the Clayton Act was dismissed on a motion for summary judgment1 and on November 11, 1975, a jury trial commenced with respect to the remaining claims. At the conclusion of Bravman’s evidence the court granted defendants’ motion for directed verdicts. No opinion was filed. Before proceeding to an examination of the evidence to determine whether the directed verdicts were properly granted a general outline of the relationships between the parties is appropriate.

Bravman is a furniture manufacturers’ sales representative who solicits orders for the sale of furniture products of his client manufacturers to department stores, furniture stores, and buying offices. Bassett Furniture is a large manufacturer of wood residential furniture, including case goods and accessory tables.2 Bassett Mirror is a manufacturer of mirrors, pictures, picture frames, space dividers, and similar items. Bassett Furniture and Bassett Mirror are separate corporations. According to a tendered but rejected offer of proof they have a number of common directors.

From June 1955 to May 1959 Bravman sold case goods for Bassett Furniture in an assigned area in eastern Pennsylvania. Under this relationship Bravman was not restricted from selling the products of other manufacturers, so long as those products were not directly competitive with Bassett’s case goods. During this period Bravman sold products of other furniture manufacturers which were not competitive with Bassett’s case goods, including upholstered furniture, chairs, and outdoor summer furniture.

In May 1959, Bassett Furniture reorganized its marketing methods and offered Bravman the opportunity to sell the products of its table division as well as its case goods, and to sell the products of Bassett Mirror. This offer contemplated that Bravman’s assigned sales territory would be reduced, and that he agree not to represent any other furniture manufacturers. Bravman accepted the offer and terminated his relationships with all other furniture companies. The terms of this agreement were not reduced to writing and there was no discussion as to duration or termination. From 1959 to May 1970 Bravman represented Bassett Furniture and Bassett Mirror on an exclusive full-time basis. At that time Bravman was informed by Bassett Furniture that he no longer represented Bassett Furniture’s line of table products or Bassett Mirror’s line of products. Instead, he was to devote his time to the exclusive representation of Bassett Furniture selling case [92]*92goods. Bravman protested, but eventually acquiesced and signed an acknowledgment agreeing to the changes. From May 1970 to September 1972, Bravman continued to sell Bassett’s case goods. Bassett Furniture terminated the relationship in September 1972 because it discovered that shortly after Bravman lost the Bassett Furniture table line and the Bassett Mirror product line he undertook the representation of other furniture manufacturers selling furniture other than case goods. This lawsuit followed. In deciding whether the district court properly granted the directed verdicts against Bravman we must examine the evidence offered by Bravman to determine separately as to each cause of action alleged, “whether, as a matter of law, the record is critically deficient of that minimum quantum of evidence from which a jury might reasonably afford relief.” Denneny v. Siegel, 407 F.2d 433, 439 (3d Cir. 1969) (collecting cases).

I THE CONTRACT CLAIM

Bravman alleges that the contractual relationship between him and the defendants was one which would continue for a reasonable time which had not expired, and that the relationship was breached: (1) in May 1970 when Bassett Furniture withdrew its table line and Bassett Mirror withdrew its entire product line from his representation, and (2) when Bassett Furniture terminated the entire relationship in September 1972. The defendants contend that the relationship was terminable at will, and that even if it was not the September 29, 1972 termination was justified by Bravman’s breach of contract in handling the lines of other furniture manufacturers. Bravman contends that Bassett Furniture waived the exclusive dealing requirement of their agreement by a course of conduct in which his allotment of Bassett Furniture case goods was reduced far below what he could normally sell were he to concentrate his sales efforts on selling Bassett case goods exclusively. In the absence of an opinion we do not know which of the defendants’ contentions was relied on by the district court in granting the motion for directed verdicts. On this record, however, neither ground suffices to justify a directed verdict in favor of either Bassett Furniture or Bassett Mirror.

All parties have argued the diversity contract claim on the assumption that Pennsylvania law governs. Both defendants and plaintiff urge that the appropriate Pennsylvania law with respect to the duration of their employment agreement is found in the cases dealing with employment contracts. Under Pennsylvania law an employment contract which contains no specific provision respecting duration or termination is presumed to be terminable at will unless the party asserting a contrary construction can offer evidence to rebut the presumption.

“ ‘The general rule is that when a contract provides that one party shall render service to another, or shall act as his agent, or shall have exclusive sales rights within certain territory, but does not specify a definite time or prescribe conditions which shall determine the duration of the relation, the contract may be terminated by either party at will. . It is true that such a result does not follow in every instance, because it is the intention of the parties which is the ultimate guide, and, in order to ascertain that intention, the court may take into consideration the surrounding circumstances, the situation of the parties, the objects they apparently have in view, and the nature of the subject matter of the agreement.’ (Quoting Slonaker v. P.G. Publishing Company, 338 Pa. 292, 296, 13 A.2d 48, 50 (1940)).
The burden was, of course, upon the plaintiff, who was asserting to the contrary, to overcome the presumption that the contract was terminable at will. . This, he could do by proving the circumstances surrounding the execution of the contract, the situation of the parties, the objects they apparently had in view and the nature of the subject matter of the agreement from which the jury could infer that the contractual relationship contemplated by the agreement was

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Romero v. Allstate Insurance
1 F. Supp. 3d 319 (E.D. Pennsylvania, 2014)
Chemi SpA v. GlaxoSmithKline
356 F. Supp. 2d 495 (E.D. Pennsylvania, 2005)
Martin v. Safeguard Scientifics, Inc.
17 F. Supp. 2d 357 (E.D. Pennsylvania, 1998)
CDC Technologies, Inc. v. Idexx Laboratories, Inc.
7 F. Supp. 2d 119 (D. Connecticut, 1998)
In Re Lower Lake Erie Iron Ore Antitrust Litigation (Mdl No. 587). (Nineteen Cases). Wills Trucking, Inc. Consolidated Dock and Storage, Inc. Toledo World Terminal, Inc. v. Baltimore & Ohio Railroad Company, Inc. Bessemer & Lake Erie Railroad, Inc. Chesapeake & Ohio Railway Company, Inc. Csx Corporation Consolidated Rail Corporation Norfolk & Western Railway Company, Inc. Pittsburgh & Lake Erie Railroad Company (d.c. Civil No. 84-02010). Wills Trucking, Inc. And Toledo World Terminal, Inc., in 91-1526. Bessemer and Lake Erie Railroad Company, in 91-1586. Wills Trucking, Inc. Consolidated Dock and Storage, Inc. Toledo World Terminal, Inc. v. Baltimore & Ohio Railroad Company, Inc. Bessemer & Lake Erie Railroad, Inc. Chesapeake & Ohio Railway Company, Inc. Csx Corporation Consolidated Rail Corporation Norfolk & Western Railway Company, Inc. Pittsburgh & Lake Erie Railroad Company (d.c. Civil No. 84-02010). Bessemer and Lake Erie Railroad Company, in 91-1587. C.D. Ambrosia Trucking Co., Inc. v. Chesapeake & Ohio Railway Company Baltimore and Ohio Railroad Company, Inc. Csx Corporation, Inc. Norfolk & Western Railway Company, Inc. Bessemer and Lake Erie Railroad Company, Inc. Consolidated Rail Corporation the Penn Central Corporation, Inc. (d.c. Civil No. 84-02012). Bessemer and Lake Erie Railroad Company, in 91-1588. Republic Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Consolidated Rail Corporation Bessemer & Lake Erie Railroad Company Norfolk & Western Railway Company and the Pittsburgh & Lake Erie Railroad Company (d.c. Civil No. 84-02079). Bessemer and Lake Erie Railroad Company, in 91-1589. National Steel Corporation v. Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (Civil No. 84-02134). Bessemer and Lake Erie Railroad Company, in 91-1590. Jones & Laughlin Steel Incorporated v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Norfolk & Western Railway Company Norfolk & Southern Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (d.c. Civil No. 84-02135). Bessemer and Lake Erie Railroad Company, in 91-1591. Wheeling-Pittsburgh Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Norfolk & Western Railway Company Norfolk & Southern Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (d.c. Civil No. 84-02138). Bessemer and Lake Erie Railroad Company, in 91-1592. Tauro Brothers Trucking Co. v. Baltimore and Ohio Railroad Company, Inc. Bessemer and Lake Erie Railroad, Inc. Chesapeake & Ohio Railway Company, Inc. Consolidated Rail Corporation and Norfolk and Western Railway Company, Inc. v. Pittsburgh & Lake Erie Railroad Co. (d.c. Civil No. 84-02781). Bessemer and Lake Erie Railroad Company, in 91-1593. Sharon Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Bessemer & Lake Erie Railroad Consolidated Rail Corporation (d.c. Civil No. 84-05562). Bessemer and Lake Erie Railroad Company, in 91-1594. Erie Western Pennsylvania Port Authority and Codan Corporation v. Chesapeake & Ohio Railway Company, Inc. Baltimore and Ohio Railroad Company, Inc. Csx Corporation Norfolk & Western Railway Company, Inc. Bessemer and Lake Erie Railroad Company, Inc. Consolidated Rail Corporation, Inc. And the Penn Central Corporation, Inc. (d.c. Civil No. 84-05760). Bessemer and Lake Erie Railroad Company, in 91-1595. C.D. Ambrosia Trucking Co., Inc. v. Chesapeake & Ohio Railway Company Baltimore and Ohio Railroad Company, Inc. Csx Corporation, Inc. Norfolk & Western Railway Company, Inc. Bessemer and Lake Erie Railroad Company, Inc. Consolidated Rail Corporation the Penn Central Corporation, Inc. (d.c. Civil No. 84-02012). C.D. Ambrosia Trucking Company ("Ambrosia"), in 91-1627. Republic Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Consolidated Rail Corporation Bessemer & Lake Erie Railroad Company Norfolk & Western Railway Company and the Pittsburgh & Lake Erie Railroad Company (d.c. Civil No. 84-02079). Republic Steel Corporation in 91-1628. National Steel Corporation v. Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (d.c. Civil No. 84-02134). National Steel Corporation, in 91-1629. Jones & Laughlin Steel Incorporated v. The Penn Central Corporation, the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Norfolk & Western Railway Company Norfolk & Southern Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (d.c. Civil No. 84-02135). Jones & Laughlin Steel Incorporated, in 91-1630. Wheeling-Pittsburgh Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Norfolk & Western Railway Company Norfolk & Southern Corporation Bessemer & Lake Erie Railroad Company Consolidated Rail Corporation (d.c. Civil No. 84-02138). Wheeling-Pittsburgh Steel Corporation, in 91-1631. Tauro Brothers Trucking Co. v. Baltimore and Ohio Railroad Company, Inc. Bessemer and Lake Erie Railroad, Inc. Chesapeake & Ohio Railway Company, Inc. Consolidated Rail Corporation and Norfolk and Western Railway Company, Inc. v. Pittsburgh & Lake Erie Railroad Co. (d.c. Civil No. 84-02781). Tauro Brothers Trucking Company, in 91-1632. Sharon Steel Corporation v. The Penn Central Corporation the Chesapeake & Ohio Railway Company the Baltimore & Ohio Railroad Company Csx Corporation Bessemer & Lake Erie Railroad Consolidated Rail Corporation (d.c. Civil No. 84-05562). Sharon Steel Corporation, in No. 91-1633. Erie Western Pennsylvania Port Authority and Codan Corporation v. Chesapeake & Ohio Railway Company, Inc. Baltimore and Ohio Railroad Company, Inc. Csx Corporation, Inc. Norfolk & Western Railway Company, Inc. Consolidated Rail Corporation, Inc. And the Penn Central Corporation, Inc. (d.c. Civil No. 84-05760). Erie-Western Pennsylvania Port Authority and Codan Corporation ("Erie"), in 91-1634
998 F.2d 1144 (Third Circuit, 1993)
Wills Trucking, Inc. v. Baltimore & Ohio Railroad
998 F.2d 1144 (Third Circuit, 1993)
Gorwara v. AEL Industries, Inc.
784 F. Supp. 239 (E.D. Pennsylvania, 1992)
Monkelis v. Scientific Systems Services, Inc.
677 F. Supp. 378 (W.D. Pennsylvania, 1988)
Engstrom v. John Nuveen & Co., Inc.
668 F. Supp. 953 (E.D. Pennsylvania, 1987)
Darlington v. General Electric
504 A.2d 306 (Supreme Court of Pennsylvania, 1986)
Harsco Corp. v. Lucjan Zlotnicki
779 F.2d 906 (Third Circuit, 1986)
Starks v. Perloff Brothers, Inc.
760 F.2d 52 (Third Circuit, 1985)
Starks v. Perloff Bros.
760 F.2d 52 (Third Circuit, 1985)

Cite This Page — Counsel Stack

Bluebook (online)
552 F.2d 90, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aaron-bravman-v-bassett-furniture-industries-inc-and-bassett-mirror-co-ca3-1977.