Johnson v. Schenley Distillers Corp.

Grason, J., delivered the opinion of the Court. This appeal presents to this court for review the correctness of the action of the court below in sustaining a demurrer to and the dismissal of the Second Amended Bill of Complaint filed by appellant against the appellee. Alonzo W. Johnson was employed on March 1, 1940, by the Schenley Distillers Corporation, a body corporate. This employment was effected by a letter of that date written to Johnson by S. S. Becker, the treasurer of the corporation, in which the terms and conditions of the employment were stated, which Johnson accepted.

This letter and acceptance is filed with the Second Amended Bill as an exhibit. Under this agreement of employment Johnson agreed to perform such duties as appellee shall direct from time to time, devoting his entire time and attention to the interest of the corporation and/or any of its subsidiaries or affiliates; and each party thereto reserved the right of terminating the agreement of employment on the 15th or final day of any calendar month. The stipulated compensation was to be “in full for all services performed.” It further provided: “Itis expressly understood and agreed that in the event any plan is adopted for the payment of any bonus or extra compensation to you in addition to the compensation above provided that the terms and conditions under which such bonus or extra compensation shall be paid to you shall be set forth in a written agreement signed by an executive officer of this Company, and you acknowledge notice that no other person has authority, implied or otherwise, to make any arrangements for the payment of such bonus or extra compensation. The execution in the future of an agreement providing for a bonus or extra compensation shall not affect our respective rights ³³ to terminate this agreement on the 15th or final day of any calendar month.” On May 25, 1940, Lewis S. Rosenstiel, Chairman of the Board of Directors of the appellee, wrote a letter addressed to “Each Participant” enclosing a Sales Bonus Plan.

Copies of this letter and plan were sent to Johnson and are exhibited with the Second Amended Bill. The letter, among other things, contains the following: “We feel that your honest, able efforts will mean substantial additional compensation to you at the year’s end. Furthermore, as I am sure you will appreciate upon reading the Plan, these same efforts are needed to make it successful for your fellow-workers as well as yourself. We know that you will remain conscious of this added obligation.” The bonus plan was to be “effective for the period beginning May 1, 1940, and ending December 31, 1940.” It provided : “If an employee is discharged, or voluntarily terminates his employment with our company then his rights under the plan are automatically and completely forfeited.

In a case of death of an employee during the bonus period if the district in which that employee was employed earns the bonus at the end of the bonus period the company will pay the bonus to the employee’s estate based on the employee’s salary up to the date of his death.” “If the participant’s employment is terminated for any other reason during the quota period it shall be discretionary with the company whether he is to receive any portion of the bonus.” The final clause of the bonus plan reads as follows: “Please note specifically that participation in this plan in no way implies or constitutes a contract of employment for the period through December 31, 1940.” On August 6, 1940, and on August 15, 1940, Johnson received written communication from the appellee changing the “point value” of some of the brands and these are exhibited with the Second Amended Bill. ³⁴ After stating the facts as set out above, the Second Amended Bill contained the following paragraphs and prayers: “8. Complainant has faithfully performed all on his part to be performed at his regular employment and under the said circular letter and ‘Sales Bonus Plan’ and has done nothing to bar him from participating in and being entitled to the extra compensation as in said circular letter and ‘Sales Bonus Plan’ provided, but that the said defendant body corporate, Schenley Distillers Corporation, of its own volition, without giving this complainant any information as to the cause thereof, arbitrarily discontinued the said plan and closed the entire division in which this complainant was employed, thus depriving this complainant, without any fault of his own, to further continue to proceed under the aforesaid ‘Sales Bonus Plan’.” “9. That your complainant is not able to calculate the amount of bonus due and payable to him because the records are under the supervision and control of the defendant body corporate and that your complainant is without means of obtaining the necessary information in order to arrive at the amount due him.” “10. That your complainant has made demand upon the said Schenley Distillers Corporation for a discovery and an accounting of the amount of bonus due him, but the said body corporate has refused and still refuses to do so.” “11.

And that your complainant does not have an adequate remedy at law.” “To the end wherefore, your complainant prays this court: “A. ' To pass an order directing Schenley Distillers Corporation, a body corporate, to answer this Bill of Complaint under oath accounting to your complainant Alonzo W. Johnson the amount of cases of the various types of whiskey sold in the territory of Delaware, Maryland and District of Columbia from the period starting May 1, 1940, and ending December 31, 1940. ³⁵ “B. That the said defendant body corporate account to your complainant for any and all sums of money due him by virtue of the said bonus agreement mentioned in this Bill