Nelson Trabue, Inc. v. Professional Management-Automotive, Inc.

589 S.W.2d 661, 115 L.R.R.M. (BNA) 3364, 1979 Tenn. LEXIS 508
CourtTennessee Supreme Court
DecidedNovember 13, 1979
StatusPublished
Cited by16 cases

This text of 589 S.W.2d 661 (Nelson Trabue, Inc. v. Professional Management-Automotive, Inc.) is published on Counsel Stack Legal Research, covering Tennessee Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Nelson Trabue, Inc. v. Professional Management-Automotive, Inc., 589 S.W.2d 661, 115 L.R.R.M. (BNA) 3364, 1979 Tenn. LEXIS 508 (Tenn. 1979).

Opinion

OPINION

HARBISON, Justice.

Although other questions were involved in the trial court, in this Court the only issue is whether a corporate manager-employee is entitled to compensation for services for the full term of its contract even though it was discharged for cause by the employer. The Chancellor allowed recovery only through the date of discharge, but the Court of Appeals reversed and allowed recovery for the remainder of the contract term.

The employee, Professional Management-Automotive, Inc., was a corporation, all of the stock in which was owned by Mr. J. Kenneth Dockery. It apparently had no other personnel and was, in effect, a one-man corporation. Mr. Dockery had been engaged in an automotive transmission repair business prior to being employed by appellant, Nelson Trabue, Inc. Apparently [662]*662Mr. Dockery organized Professional Management-Automotive, Inc. after he had decided to accept employment with appellant. He testified that he formed the corporation for certain income tax advantages. The company apparently had no other clients, and it is clear from the record that the personal services of Mr. Dockery were sought by appellant and were essential to the contract of employment. While there is no reason to ignore the corporate form, nevertheless, insofar as pertinent here, it appears that the contract was essentially one for the employment of Mr. Dockery as general manager of several automotive transmission repair shops owned by appellant.

The contract between the parties was for a term of one year, effective October 15, 1974. It was renewable for annual periods, subject to written confirmation. That Mr. Dockery’s personal services were indispensable is evidenced by the twelfth paragraph, which provided that if at any time during the term Mr. Dockery should die, be disabled or become disassociated from appel-lee, appellant, would have the right to terminate the agreement. Further, the tenth paragraph provided that so long as appellee “conscientiously performs its duties hereunder its employment shall be irrevocable during the time hereof . . . Apparently, therefore, if appellee should have failed conscientiously to perform its duties, it was contemplated that appellant would have the right to terminate.

In exchange for services rendered, appel-lee was to receive the sum of two thousand five hundred dollars per month, together with other considerations no longer involved in the litigation. Appellant discharged appellee on June 23, 1975, after what both the trial court and Court of Appeals found to be a material breach of the contract by appellee. The Chancellor awarded appellee the amount due under the contract through the date of discharge. The Court of Appeals, however, allowed appellee the balance of its annual compensation at the rate of twenty-five hundred dollars per month through October 15,1975. The dispute between the parties in this Court is confined to that award. The decision of the Court of Appeals was predicated upon the language of the fourteenth paragraph of the contract of employment, the pertinent part of which is as follows:

“Either party may terminate this agreement by giving proper written notice to the other party hereto within thirty (30) days prior to the termination of this agreement. In the event TRABUE terminates the agreement, all compensation to the COMPANY for its services under this agreement, both monthly salary and percentages of profit of TRABUE, for the balance of the time remaining under this agreement, shall be due and payable to the COMPANY, unless otherwise agreed by the parties.”

The Court of Appeals was of the opinion that since the employer elected to terminate, appellee was entitled to the entire balance for the remaining period of the contract, inasmuch as appellant failed to establish by proof any monetary damages to mitigate the award.

Both the Chancellor and the Court of Appeals found that Mr. Dockery performed many services commendably, particularly the organization of books and records. Nevertheless they found that he had often been rude and discourteous to customers. He failed to respond to numerous inquiries and complaints made by customers through the local Better Business Bureau. Both courts found that this was a serious breach of the contract. The Court of Appeals stated:

“Trabue was a service-oriented business and, in order to manage the business in an efficient and business-like manner, it was necessary to ‘keep customers happy’. PMA was required under the terms of the contract to operate the repair shops in a ‘proper, efficient and businesslike manner’. Dockery’s attitude with customers was a violation of the contract.”

Although Dockery denied any breach on his part, there is material evi[663]*663dence in the record to support the findings of both the Chancellor and the Court of Appeals that he did in fact engage in unseemly disputes with customers, failed to answer complaints, and conducted himself in a manner detrimental to a service type of business such as appellant’s. Appellant was unable to prove any specific damages as a result of Dockery’s actions, although there was testimony that gross monthly sales had declined by fifty percent between November 1974 and June 1975. Despite the failure or inability of appellant to establish damages by a specific monetary figure, it is not contended by either party that the breach of contract by appellee was immaterial or inconsequential. In our opinion it was sufficiently serious to justify the employer’s terminating the management services of appellee.

The general rules with regard to contracts of employment are well settled. They are stated in the case of Little v. Federal Container Corp., 61 Tenn.App. 26, 452 S.W.2d 875 (1969) as follows:

“Generally, a contract of employment for an indefinite term is a contract at will and may be terminated by either party, [citations omitted]. Whereas, a contract for a definite term may not be terminated before the end of the term, except for cause or by mutual agreement, unless the right to do so is reserved in the contract. 56 C.J.S. Master and Servant § 30, p. 411.
“An employer has the right to discharge an employee at any time for just cause. The fact the employer bears with the incompetency or irregularities of such employee for a time does not estop the employer from discharging the employee for such incompetency if it continues.” 61 Tenn.App. at 31-32, 452 S.W.2d at 877-78.

In the earlier case of Jackson v. The Texas Company, 10 Tenn.App. 235, 244 (1929), it was held that even where an agency is for a definite term, the principal has a right to revoke it before the expiration of the term without incurring liability for damages because of the failure of the agent faithfully to perform his express or implied undertakings. See also Moyers v. Graham, 83 Tenn. 57 (1885). In the latter case an attorney had been employed to represent a client in a claim before the United States Treasury. The attorney was later disbarred, and the client obtained other counsel. Thereafter the attorney was reinstated and sought compensation from his client who had been successful in the prosecution of his claim. No basis for a quantum meru-it recovery was found, and the client was otherwise held to have had just cause to discharge the attorney.

As stated in 53 Am.Jur.2d, Master and Servant § 49 (1970):

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Bluebook (online)
589 S.W.2d 661, 115 L.R.R.M. (BNA) 3364, 1979 Tenn. LEXIS 508, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nelson-trabue-inc-v-professional-management-automotive-inc-tenn-1979.