Colin E. Boothby vs. Texon, Inc., & others
Case Details
- Citation
- 414 Mass. 468
- Procedural Posture — the stage the case had reached
- appeal
- State
- Massachusetts
- Circuit
- 1st Circuit
Related Laws
No specific laws identified for this ruling.
Claim Types
Outcome
Employee prevailed on breach of express employment contract claim. Two juries found that defendant employer entered into a permanent employment contract with plaintiff guaranteeing employment until retirement or death unless for unsatisfactory performance, that the contract was authorized by the board, that termination lacked justifiable cause, and that alternative work was available. Appellate court affirmed substantial damages award.
Excerpt
Colin E. Boothby vs. Texon, Inc., & others. Hampden. November 3, 1992. March 4, 1993. Present: Liacos, C.J.. Wilkins. Abrams. Nolan. & Lynch. JJ. Contract, Employment, Performance and breach, Damages, Interference with contractual relationship. Corporation, Officers and agents. Frauds, Statute of. Employment, Termination. Damages, Termination of employment contract, Interest. Interest. Unlawful Interference. At the trial of a claim for breach of an employment contract the plaintiff produced sufficient evidence for the jury to conclude that a corporation’s board of directors had authorized the corporation’s president to enter into a contract for the plaintiffs permanent employment [476-477], and that the contract was an express contract for his permanent lifetime employment [477-478], The Statute of Frauds did not bar enforcement of an oral contract for permanent employment, where the contract could have been performed within one year. [478-479] At the trial of a claim for breach of an employment contract, the judge did not err in instructing the jury that it should use a “reasonable employer” standard in determining whether the employer had a right to terminate the employee for failing to perform satisfactorily [479-481], and there was sufficient evidence to submit the issue of satisfactory performance to the jury [481-482], At the trial of a claim for breach of an employment contract the plaintiff produced sufficient evidence for the jury to conclude that, at the time of the plaintiffs termination, there was other appropriate work in the defendant’s organization of the nature for which the plaintiff had been hired that he could have done. [482-483] In an action for breach of an employment contract the judge correctly determined that a certain jury instruction proposed by the defendant was not relevant to the facts of the case. [483-484] In an action for breach of a contract for lifetime employment, the plaintiff presented sufficient evidence to support the jury’s finding that he would incur future damages, that is, damages for the term of the contract beyond the date of trial and ample evidence as to the amount of damages, and the defendant’s motion for judgment notwithstanding the verdict was correctly denied. [484-486] At the trial of a claim of intentional interference with an advantageous relationship, the defendant’s motion for a directed verdict was properly granted where the plaintiff's evidence was insufficient to permit a finding that the defendant acted with actual malice in terminating the plaintiff’s employment. [486-488] The judge in a civil action properly denied the plaintiffs motion to amend the judgment to include twelve per cent interest from the date of the breach of contract to the date of the verdict, where the special questions submitted to the jury provided no way to annualize or otherwise make a yearly apportionment of the damages awarded for the purposes of assessing interest. [488] Civil action commenced in the Superior Court Department on October 18, 1984. After trial before Lawrence B. Urbano, J., a motion for a new trial was allowed by him. The case was retried before William H. Welch, J. The Supreme Judicial Court granted a request for direct appellate review. Mark S. Dichter of Pennsylvania (Joseph W. Ambash with him) for Texon, Inc. Charles V. Ryan (Joan C. Steiger with him) for the plaintiff. Thomas Bleasdale, president of the Footwear Industries Group of Emhart Corp., William C. Lichtenfels, executive vice president and a director of Emhart, and A. Peter Clackson, president and chief executive officer of Texon. Abrams, J. The parties have now been through two trials of the same issues. After the first verdict in favor of the plaintiff,. Colin E. Boothby, the judge allowed the motion of Texon, Inc. (Texan), for a new trial, determining that the verdict was against the weight of the evidence. At the second trial with a different judge, the jury again awarded Boothby significant damages. Each party has appealed. Texon challenges, under various theories, the denials in both trials of motions for judgment notwithstanding the verdict and for a third trial. Boothby appeals the judge’s allowance; in the first trial, of Texon’s motion for a directed verdict on his count of promissory estoppel and of A. Peter Clackson’s motion for a directed verdict on Boothby’s allegation of intentional interference with an advantageous relationship. Boothby also claims that the judge in the second trial erred in denying his motion to amend his order to allow for the addition of interest on the judgment. We granted Texon’s application for direct appellate review. We affirm. Texon appeals from the denials of motions for judgment notwithstanding the verdict and for new trials. The standard for reviewing the denial of a motion for judgment notwithstanding the verdict is “whether ‘anywhere in the evidence, from whatever source derived, any combination of circumstances could be found from which a reasonable inference could be drawn .in favor of the plaintiff.’ Poirier v. Plymouth, 374 Mass. 206, 212 (1978), quoting Raunela v. Hertz Corp., 361 Mass. 341, 343 (1972).” Dobos v. Driscoll, 404 Mass. 634, 656, cert. denied sub nom. Kehoe v. Dobos, 493 U.S. 850 (1989). We therefore summarize the evidence in the light most favorable to the plaintiff. Coliu Boothby, a British citizen, worked for Bata Corporation for thirty years, beginning when he was sixteen years old. Bata was the biggest shoe company in the world. Boothby worked his way up, eventually serving on the personal staff of the owner and chief executive from 1972 until 1978. In 1978, Boothby became the general manager for Bata’s operation in Thailand where he was in charge of three factories, one hundred retail stores, twelve distribution depots, and almost three thousand employees. Texon, headquartered in South Hadley, Massachusetts, manufactured and sold insoles for shoes. Bata was one of its biggest customers, purchasing over two million dollars worth of insoles each year. From 1972 until 1978, Boothby and Lee Asseo, the president of Texon, handled the transactions between the two companies. In the first trial, Boothby testified that he considered Asseo to be “a man of high integrity and honesty,” For Boothby, Asseo’s “word was his bond.” Because Texon perceived a gap in its senior management, it was interested in recruiting Boothby. Texon had tried to lure Boothby away from Bata in 1976 and again in 1980. In both trials, Asseo said that he discussed the possibility of hiring Boothby with Texon’s board of directors at every board meeting from March, 1980, through August, 1981. Dudley Schoales, the chairman of the board, agreed that there were discussions at the board level about hiring Boothby. When asked if the board had authorized Asseo to meet with Boothby, Schoales said, “We sure pressed him to do it.” When asked what authority the board gave Asseo, Schoales stated, “I said anything that you can do to get him we ought to do.” Asseo met with Boothby in Bangkok, Thailand, in late January, 1981. Boothby communicated his concerns about leaving Bata to Asseo, noting that the promotional expectations he had made him very happy at Bata. Boothby “wasn’t prepared to make any move out of Bata or to even consider making any move out of Bata unless something was going to be attractive, something was going to be a challenge to [him], something was going to be permanent.” Boothby said that he informed Asseo that he had “almost one hundred percent job security with Bata due to [his] record, thirty years’ service, [his] present position and the need” for senior managers like him. In a follow-up letter, Asseo noted that Texon would be “giving [Boothby] an essentially permanent opportunity to spend the rest of your professional career in the so-called totally civilized side of the world.” In response, Boothby sent a return letter, listing the job security he had at Bata as one of his reasons for being wary of leaving. Both Schoales and Asseo stated that they understood that job security was a priority issue for Boothby and that salary alone would not convince Boothby to join Texon. Boothby stated that he wanted all points to be clarified before he actually accepted any position so there would be no problems later. Boothby and Asseo met again in South Hadley in July, 1981. Asseo told Boothby that Texon would be merging with Emhart Corporation (Emhart). Boothby testified that he informed Asseo that he was not going to make a move to Texon unless he had “absolute security.” He also told Asseo that this point was non-negotiable. Asseo assured him that, should he accept the position, Boothby would spend the rest of his working career at Texon. As part of the merger, Texon was required to inform Em-hart of any employees whose compensation was over $75,000. Boothby’s name was not included, on the advice of an attorney, because he had not yet begun work. The attorney suggested that it would be appropriate for Asseo to call the accepted offer of employment to Emhart’s attention. Asseo did discuss the accepted offer with Steven R. Ruffi who was the executive vice president of Emhart and who agreed that Boothby’s name did not belong on the schedule. The merger went through and, effective September 4, 1981, the resultant corporation was known as Texon, Inc. Boothby began working at Texon on October 13, 1981. In February, 1983, there was a reorganization in which Asseo became the president of the Footwear Materials Group (FMG). The rest of the footwear concerns were encompassed in the Footwear Industries Group (FIG), headed by Thomas Bleasdale. Boothby’s title was vice president/North American operations in FMG. On August 31, 1983, Asseo resigned as president of FMG and from Texon. Asseo testified that he had worked with Boothby from October, 1981, through August, 1983, and, at the time he left, knew of no valid reasons for firing Boothby. He also had not noted any inadequacies in Boothby’s performance. Texon had granted Boothby a series of merit raises. Asseo said that he had conversations with Ruffi and Bleasdale concerning the naming of his successor. Asseo explained that he had offered the names of George Oks, vice president in charge of European operations, Boothby, and an individual from outside Texon. Bleasdale suggested A. Peter Clackson and William Scanlon, the president of the Shoe Machinery Group. Asseo did not think that the candidates Bleasdale suggested were as appropriate as his own recommendations. Clackson was chosen as Asseo’s replacement. Boothby testified that Mario del Greco, an employee of twenty-five years, was promoted to regional marketing director for the Americas region. On July 10, 1984, Boothby presented del Greco’s job description to Clackson. Clackson declared that del Greco’s job was a “nothing job” and instructed Boothby to fire him. Boothby declared that this was not proper. They discussed the matter further. Clackson testified that he suggested Boothby demote del Greco to a job below the one from which he had been promoted. Boothby did not want to do this either. In the deposition Clackson said that he then ordered Boothby to fire del Greco. Boothby refused to do so, suggesting that Clackson should do it himself if he felt so strongly about it. Del Greco was not fired. In his deposition, in response to a question, Clackson said: “If I have a manager who reports to me who won’t do what he is told, it isn’t up to me to do what he should have done, it is up to me to rectify that situation.” On August 16, 1984, Clack-son called Boothby into his office to notify him that Clackson was reorganizing FMG and that Boothby’s job was being eliminated. He was told to leave the next day. Asseo stated that Texon’s informal policy was to terminate employees only for cause and that, before terminating them from the organization, Texon would make efforts to place the employees elsewhere in the company. Emhart had a similar policy. The deposition testimony of Royal Cowles, the vice president for human resources of Emhart Corporation, indicated that he and Clackson did not discuss the possibility of placing Boothby elsewhere in the organization. Cowles did, however, confirm that Boothby’s termination was not a discharge. Cowles explained that Boothby’s termination was not for cause, because, in that case, Boothby would not have been eligible for the six months’ severance pay he received. Asseo said that, during his tenure, no manager had ever been fired for failing to achieve the projection of profits indicated in a submitted budget. He also noted that all layers of management would tinker with the budgets, making modifications. The plaintiff sued the corporation and three of the officers on various theories. During the proceedings, the plaintiff waived his allegation of breach of implied contract. The judge dismissed the plaintiff’s allegation of promissory estoppel, granted Bleasdale’s motion for summary judgment of the count of intentional interference with an advantageous relationship, and granted Clackson’s motion for a directed verdict on the same count at the close of the plaintiff’s evidence. Another judge dismissed the plaintiff’s allegation of negligence. Special questions were submitted to the jury on the question of the breach of an express contract. The jury in the first trial found that (1) Boothby sustained the burden of proving that Texon entered into a permanent employment contract with Boothby guaranteeing him employment until death or retirement unless earlier terminated for unsatisfactory performance or lack of appropriate work; (2) he sustained the burden of proving that Texon’s board of directors either authorized or ratified the action of Asseo in entering the employment contract; (3) Texon failed to sustain the burden of proving that it had justifiable cause for terminating Boothby’s employment; and (4) Texon failed to sustain the burden of proving that there was no other appropriate work at Texon for Boothby to undertake at the time of his termination. That jury also returned a verdict as to damages. The jury awarded Boothby $296,100 plus interest as damages from the date of his termination until the date of trial. It also awarded $3,598,866 for future damages. Texon moved for judgment notwithstanding the verdict or in the alternative a new trial. On January 30, 1990, the judge denied the motion for judgment notwithstanding the verdict, but allowed the motion for a new trial. He determined that the evidence made it unlikely that Boothby and Asseo entered into an express contract that was to cover nineteen years. Therefore, he found that “the jury verdict in finding the permanent contract proven is so greatly against the weight of the evidence as to induce the belief that it was not the result of a careful consideration of the evidence but was the ‘product of bias, misapprehension or prejudice.’ Solimene v. B. Grauel & Co., [KG], 399 Mass. 790, 802 [(1987)].” On April 26, 1989, Black & Decker Corporation acquired Emhart. Black & Decker sold off the shoe manufacturing business on March 30, 1990. The case proceeded to a second trial on a count for breach of express contract only. Again, the jury were presented with special questions. The judge noted that the jury “found there was an oral express contract for permanent employment under the principle set forth in Carnig v. Carr, 167 Mass. 544 (1897), that it was authorized by Texon, that Texon, i.e., Emhart did not have justifiable cause to terminate him and there was work of type he was hired to perform available.” The jury awarded Boothby $2,146,560. Boothby moved to amend the order to include provision for interest and costs. The judge denied the motion. Texon moved for judgment notwithstanding the verdict and for a remittitur or a new trial. The judge denied the motions, con-' eluding that “there was evidence on which the jury could find Boothby had an excellent secure job with an international concern, Bata Shoe, that he was one of a small number close to the top, that he had excellent security and pension benefits [and] could have retired at age 60, that he did not want to consider a move unless he was sure the position would be permanent with excellent security, that Texon recruited him strenuously and risked loss of a good customer to get Boothby.” The judge continued: “I cannot say there was no basis for the jury’s verdict particularly when two juries have come out with significant verdicts. It appears they felt there was a contract, that Boothby was wrongfully terminated, that there was work he could have done of [the] type [for which] he was hired, that no other meaningful employment was offered, that what he could make from his own employment was substantially below what he would have made or received in pension and retirement benefits if he had not been terminated.” Texon s Appeal. 1. The existence of an enforceable contract for permanent employment. Both parties discuss Carnig v. Carr, 167 Mass. 544 (1897), a case where an enameller sold his business to the defendant in exchange for which the defendant agreed to employ the plaintiff permanently. Six months later, the defendant wrongfully and without cause terminated the plaintiff, who sued the defendant. “To ascertain what the parties intended by ‘permanent employment,’ it is necessary to consider the circumstances surrounding the making of the contract, its subject, the situation and relation of the parties, and the sense in which, taking these things into account, the words would be commonly understood.” Id. at 547. In Carnig v. Carr, we held that “the words would be commonly understood as meaning that, so long as the defendant was engaged in enamelling and had work which the plaintiff could do and desired to do, and so long as the plaintiff was able to do his work satisfactorily, the defendant would employ him, and that in that sense the employment would be permanent.” Id. a. Evidence of authority of Asseo to enter into a lifetime contract. The defendant, citing Rydman v. Dennison Mfg. Co., 373 Mass. 855 (1977), and Simonelli v. Boston Hous. Auth., 334 Mass. 438 (1956), states that the appellate courts of Massachusetts have narrowed the holding of Carnig v. Carr. What these cases actually do is insist that the plaintiff show that the individual with whom he or she entered into a contract for lifetime employment had the authority to do so. For example, in Rydman v. Dennison Mfg. Co., we held that the defendant’s motion for a directed verdict should have been allowed because “of the plaintiffs failure to produce evidence from which the jury could find or infer (a) that the personnel director and the engineer had implied or apparent authority to bind the defendant to a fourteen-year contract, or (b) that the defendant had ratified the alleged contract.” Id. In Simonelli v. Boston Hous. Auth., we noted that “[tjhere was no evidence that either [the manager] or [the personnel director] had ever made any contracts of permanent employment with any of the employees of the defendant, or that the defendant held them out as possessing such powers, or that it ever knew they or either of them attempted to exercise such powers.” Id. at 441. Boothby introduced evidence tending to prove that the board of directors of Texon had given Asseo the authority to bind Texon to a lifetime contract. Asseo said that the board of directors agreed that Texon needed someone with international experience to direct North American operations. He testified that the board members either knew Boothby personally or by reputation. Asseo reported to the board on his negotiations with Boothby and told the board members that it was job security, not salary, that most concerned Boothby. Asseo and Schoales both said that at one board meeting Schoales, chairman of the board of directors, told Asseo to do whatever necessary to get Boothby to leave Bata and join Texon. No
Similar Rulings
Browse Related
Facing something similar at work?
Court rulings like this one are useful, but every situation is different. Take 2 minutes to see which laws may protect you — it's free, private, and no account is required to start.
This ruling information is sourced from public court records via CourtListener.com. Case outcomes, claim types, and summaries are extracted using AI analysis and may be incomplete or inaccurate. It is provided for informational and educational purposes only and does not constitute legal advice.
See something wrong, or named in this ruling and want it corrected or redacted? Request a correction.