Bator v. Mines Development, Inc.

513 P.2d 220, 32 Colo. App. 320
CourtColorado Court of Appeals
DecidedJune 5, 1973
Docket72-055
StatusPublished
Cited by16 cases

This text of 513 P.2d 220 (Bator v. Mines Development, Inc.) is published on Counsel Stack Legal Research, covering Colorado Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bator v. Mines Development, Inc., 513 P.2d 220, 32 Colo. App. 320 (Colo. Ct. App. 1973).

Opinion

513 P.2d 220 (1973)

George T. BATOR, Plaintiff-Appellee, and Cross-Appellant,
v.
MINES DEVELOPMENT, INC., Defendant-Appellant and Cross-Appellee, and
Susquehanna Western, Inc., and the Susquehanna Corporation, Defendants-Appellants.

No. 72-055.

Colorado Court of Appeals, Div. II.

June 5, 1973.
Rehearing Denied June 26, 1973.

*222 Van Cise, Freeman, Tooley & McLearn, Edwin P. Van Cise, Denver, for plaintiff-appellee and cross-appellant.

Helmick, Conover & Burkhardt, Walter I. Auran, John B. Moorhead, Denver, for defendants-appellants and cross-appellee.

Selected for Official Publication.

PIERCE, Judge.

George Bator brought this action against the Susquehanna Corporation (Susquehanna) and two of its subsidiaries, Mines Development, Inc., (Mines) and Susquehanna-Western, Inc. (Western). Bator contended that Mines had breached his employment contract by discharging him without *223 cause. The claim against Susquehanna and Western was for recovery in quantum meruit for services Bator allegedly rendered the two corporations.

This dispute has a long and involved history. In 1954, Bator and Allen Grey formed the Mines corporation with the intention of constructing a uranium mill in Edgemont, South Dakota. In order to finance their venture, they transferred all the stock to a financier, Mr. Carmack, in return for employment contracts that provided them with compensation based on a percentage of the corporation's net income. Carmack subsequently transferred all the Mines stock to Susquehanna, making Mines a wholly-owned subsidiary of Susquehanna. Thereafter, Grey negotiated new employment contracts with the new Mines management team for himself and for Bator.

Mines opened operations under a contract with the Atomic Energy Commission. Bator's contract was to "be in force and effect for the term of the contract between Mines and the Atomic Energy Commission" and provided that he was to "at all times conduct the operations of Mines and render services . . . under the general supervision and direction of the Board of Directors or chief executive officers of Mines, and in a manner which will further the best interests of Mines." He was "to devote such of his time and attention to the business and affairs of Mines as shall from time to time be requested of him by the Board of Directors and the chief executive officers of Mines." By the terms of the contract, he could only be discharged for cause.

Once the mill at Edgemont was in operation, there was little for Bator to do. Thereafter, the management at Susquehanna began plans for another mill to be constructed in the Riverton, Wyoming, area by another wholly-owned subsidiary, Western. Eventually, a contract with the Atomic Energy Commission was secured by Western. This mill and a sulfuric acid plant at the same location, both Western enterprises, were put into operation only after considerable contribution of services by Bator. Although Bator was not under contract with Susquehanna or Western for the services rendered at Riverton, there were indications from the then management of Susquehanna that he would be compensated for his efforts.

As the result of a proxy fight, control of Susquehanna changed in 1958. New management attempted to purchase from Grey and Bator their contracts with Mines. Only Grey accepted. Thereafter, Bator was asked to do less and less. Finally, effective March 1, 1960, Bator was discharged from Mines on the grounds that he was engaged in operations with another corporation interested in milling uranium, which, according to Susquehanna officials, were contrary to the best interest of Mines.

By this action, Bator contended that he was discharged without cause from his employment with Mines, contrary to the terms of the contract. He sought an accounting from Mines for moneys due him under the contract, both for his last year on the job and for the subsequent years that Mines continued to mill in Edgemont under the initial Atomic Energy Commission contract and its subsequent renewals. The quantum meruit claim against Susquehanna and Western was based on the services rendered to Susquehanna and Western that resulted in making the Riverton mill operational.

The matter was tried to the court, and judgment was entered in favor of Bator on both counts. Since payment under Bator's contract with Mines was to be based upon a percentage of the net income of the corporation, and since the parties could not agree on an accounting method, it became necessary, subsequent to the hearing on liability, to have a hearing on the accounting methods to be employed in arriving at the net income figure. From the two hearings extensive findings of facts and conclusions of law were filed by the court, and judgment was entered thereon.

Susquehanna and Western appeal from the judgment entered on Bator's quantum *224 meruit claim. Mines appeals from the determination that Bator's contract was breached, contending that he was discharged for cause pursuant to the terms of the contract. Mines further contends that even if he were not discharged for cause, the AEC contract expired in 1962 and Bator was not entitled to any compensation under a new contract that Mines had with the AEC, which contract was allegedly materially different. Bator cross-appeals, contending that the court erred in the accounting phase of the trial by allowing certain deductions from corporate gross income, thereby reducing the income payable to him.

LIABILITY

I.

We turn first to the contention of appellants Susquehanna and Western, that the evidence will not support a recovery under quantum meruit. The basis of this contention is the allegation that Bator was a volunteer during the time he was performing services in the Riverton area and did not anticipate payment. The trial court, however, concluded that Bator performed the alleged services at the request of and for the benefit of the corporations, and that both he and management anticipated compensation for the services rendered.

Recovery in quantum meruit is based upon the principle that services rendered under circumstances where compensation is reasonably expected should be paid for. Kellogg v. Gleeson, 27 Wash.2d 501, 178 P.2d 969. The intention to pay and the expectation to be paid, can be reasonably inferred from the circumstances. Bean v. Wilson, 120 Cal.App.2d 58, 260 P.2d 134. Thus, it is ultimately a question of fact as to whether a claim in quantum meruit has been established. Payne v. Bank of America National Trust & Savings Ass'n, 128 Cal.App.2d 295, 275 P.2d 128. Here, there was adequate evidence to support the trial court's determination that Bator was acting at the insistence of officers of the corporation, not as a volunteer, and that both parties anticipated a payment of compensation. We will not, therefore, disturb the findings on appeal. Larson v. American National Bank, 174 Colo. 424, 484 P.2d 1230.

II.

We turn next to appellant Mines' contention that Bator was discharged for cause, and that, therefore, he was not entitled to an accounting for the disputed years. The contention has two facets.

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Bluebook (online)
513 P.2d 220, 32 Colo. App. 320, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bator-v-mines-development-inc-coloctapp-1973.