Zerrahn v. Ditson

117 Mass. 553, 1875 Mass. LEXIS 291

• Court: Massachusetts Supreme Judicial Court
• Decided: May 14, 1875
• Status: Published

Opinion

Morton, J.

At the time the contract contained in the letters set forth in the bill of exceptions was made, Gilmore was the general agent of the defendants, and this was known to the plaintiff. It was the only agreement made with the plaintiff as to his services. The first clause of the contract seems to' have been intended to operate only between the plaintiff and Gilmore; but the stipulation in the last clause, that should the festival result in a loss, the plaintiff should have no demand against any one connected with it, is a stipulation in favor of the defendants, made with their agent in the execution of his agency, and they may avail themselves of it in defence of this suit. If the defendants’ agent had employed any person under an agreement to serve without, compensation, though made in express terms with the agent personally, such person could recover nothing of the defendants. The agreement to serve gratuitously prevents any implication of a promise to pay a reasonable compensation.

We are of opinion that, in this case, as the plaintiff has stipulated that in the contingency which has happened he shall have no demand against the defendants, the law does not imply a promise by them to pay him any compensation for his services, and therefore that the Superior Court correctly ruled that he could not maintain this action.

The court properly rejected the paroi testimony of conversations which took place before the contract was signed. It was not competent to control or alter the written contract.

Exceptions overruled.