Embry v. Hargadine
127 Mo. App. 383 · Missouri Court of Appeals · 1907
Facts
Embry was an employee of Hargadine, a wholesale dry goods concern, under a written contract set to expire on December 15, 1903, at a salary of $2,000 per annum, managing the sample department. Prior to the contract's expiration, Embry repeatedly sought an understanding for re-employment for another year from the company's president, Thos. H. McKittrick, but was put off. On December 23, 1903, Embry informed McKittrick that his contract had lapsed, and he needed a contract for another year or he would quit immediately, as he had only a few days to seek other employment. McKittrick responded, "Go ahead, you’re all right; get your men out and don’t let that worry you." Embry continued working, believing he was re-employed for another year. On February 15, 1904, Embry was notified his services would be discontinued on March 1, 1904, due to the necessity of retrenching expenses. McKittrick denied re-employing Embry, stating he was busy on December 23rd and told Embry he had no time to discuss a contract.
Procedural history
This case was previously before the court on a former appeal (115 Mo. App. 130), after which it was retried. The appellant requested a jury instruction that was refused, and the trial court gave an instruction requiring the jury to find that both parties intended to contract. The current court reviewed the instruction given by the trial court. The judgment of the lower court is reversed, and the cause is remanded.
Issue
Did McKittrick's statement, "Go ahead, you’re all right; get your men out and don’t let that worry you," constitute a contract of re-employment, irrespective of McKittrick's secret intention to contract? Was the formation of a contract dependent on the subjective intention of both parties?
Holding
Yes, the court held that if the conversation occurred as Embry testified, and a reasonable man would have taken McKittrick's words as an employment, and Embry so understood it, then it constituted a valid contract of re-employment. The lower court erred by requiring the jury to find that both parties intended to make a contract.
Rule
The inner intention of parties to a conversation alleged to create a contract cannot prevent one from arising if the words used were sufficient to constitute a contract; only such intention as the words or acts of the parties indicate is influential. The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts, judging intention by outward expressions and excluding unexpressed intentions. If words or acts, judged by a reasonable standard, manifest an intention to agree, that agreement is established, regardless of the real but unexpressed state of mind. Therefore, if what was said would have been taken by a reasonable man to be an employment, and the other party so understood it, it constitutes a valid contract.
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