Babcock & Wilcox Co. v. Moore

Miller, J., delivered the opinion of the Court. The appellant company, an extensive manufacturer of •steam-boilers in the City of New York, entered into a ¹⁶² written agreement with, the appellee, Moore, “ in regard to selling boilers in Baltimore and vicinity.” This agreement, signed by both parties, bears date the 9th of December, 1881, and its terms are as follows: “Mr. Moore to open an office in Baltimore to represent the Babcock and Wilcox Company, and work for their best interest in everything. On all sales made by him he is to take charge of erecting, and collecting money, and remit same to us; all contracts to be subject to the approval of home office. The B. & W. Co. to pay office rent, and incidental expenses of same, necessary travelling expenses,' and twenty-five dollars per week to Mr. Moore, charging the same to Baltimore office; five per cent, on all sales by Mr. Moore, to be credited to Baltimore office, and anj surplus credits at end of year to be paid to Mr. Moore.” Immediately after the execution of this agreement, Moore came to Baltimore, opened an office, and entered into the employ of the company, and performed his duties under the contract, until the 15th of October, 1882, when he was paid off and discharged by the company in pursuance of a notice previously given him on the 19th of September, 1882.

In this notice they give as a reason for discharging him that the amount of sales made in the Baltimore district did not warrant their continuing him in that place. Having protested against being thus discharged, he brought this action against the company to recover for a breach of the contract. The suit was brought in January, 1883, and at the trial, the Court below, by its rulings upon the prayers offered on both sides, allowed the plaintiff to recover the twenty-five dollars per week, from the 15th of October to the 9th of December, 1882, less such amount as the jury may find he had otherwise earned during that period. By these rulings the Court construed the contract as continuing for a year, and that the company had no right to discharge the plaintiff during that time, merely because the sales effected in the ¹⁶³ Baltimore district did not, in their judgment, warrant a continuance of his employment for that period; and the appellant’s counsel concede that if hy the true construction of the agreement it was to continue for a year, then the rulings are correct and the judgment must be affirmed.

That such is the true construction of this contract we entertain no doubt. The only other possible construction is that contended for by the appellant’s counsel, viz., that under it, the relation of master and servant, or employer and employe, existed only at will, and was terminable at any time, or at most that it created only a weekly hiring, and therefore the notice given was sufficient to terminate it. In other words the contention is that the contract provides for a hiring merely at will or by the week. It seems to us, however, very plain that it constitutes neither of these hirings.

It is a settled rule .that in construing every contract, tire subject-m.atter, or tfm object to be accomplished, and the surrounding circumstances must he considered, as well as its terms, in order to ascertain the intention of the parties. This contract contemplated the sale in Baltimore and its vicinity of steam-boilers made by this New York Company for the use of mills and other manufacturing establishments. The object of the