{
  "id": 8549045,
  "name": "HARRY E. STEWART v. OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA",
  "name_abbreviation": "Stewart v. Occidental Life Insurance",
  "decision_date": "1973-11-28",
  "docket_number": "No. 7310SC723",
  "first_page": "25",
  "last_page": "30",
  "citations": [
    {
      "type": "official",
      "cite": "20 N.C. App. 25"
    }
  ],
  "court": {
    "name_abbreviation": "N.C. Ct. App.",
    "id": 14983,
    "name": "North Carolina Court of Appeals"
  },
  "jurisdiction": {
    "id": 5,
    "name_long": "North Carolina",
    "name": "N.C."
  },
  "cites_to": [],
  "analysis": {
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  "last_updated": "2023-07-14T15:39:00.958655+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [
      "Judges Hedrick and Baley concur."
    ],
    "parties": [
      "HARRY E. STEWART v. OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA"
    ],
    "opinions": [
      {
        "text": "BROCK, Chief Judge.\nThe essential question presented upon appeal is whether plaintiff\u2019s evidence shows the formation of a contract requiring defendant to employ plaintiff for the years 1968, 1969 and 1970.\nPlaintiff\u2019s main contention is that the discussion between the parties which took place in the February 1968 conference r\u00e9sulted in a valid and enforceable contract for employment. Plaintiff testified that the February conference \u201cwas for the purpose of arriving at a contract and we discussed a contract.\u201d\nPlaintiff\u2019s recapitulation of the discussions which took place at the February conference is the only evidence in the record of the alleged agreement. Plaintiff testified that Mr. M. F. Browne (Browne), President of Occidental Life (defendant), made the following statements:\n\u201cIn 1968 we will give you the same contract under which you operated in 1967 .... In 1969 we will pay you $38,000 plus $500.00 a month. In 1970 we will pay you $38,000 plus $1,000 a month, and this will be in lieu of your renewal commission .... In 1969 and 1970 we will change your net gain bonus from a percentage of premiums to a percentage of commission. How does that sound to you ?\u201d\nPlaintiff testified that he reduced Browne\u2019s terms to writing and submitted them to Mr. David East (East), Vice President - Marketing, requesting East to \u201c . . . type it up and send it to me and I\u2019ll sign it.\u201d Plaintiff never received a contract in the format of the memorandum submitted to East, but continued to work under the same conditions as the 1967 agreement. Subsequent memoranda in correspondence between the parties proved unsatisfactory and objectionable to plaintiff who continued to work for defendant without a new contract, while submitting items to East which plaintiff desired in his contract when the contract was \u201cfinalized.\u201d Plaintiff was advised by defendant on 25 November 1968 that all agreements between parties would terminate 30 November 1968, and plaintiff\u2019s compensation would accrue until 31 December 1968.\n\u201cIn order to constitute a valid contract there must be an agreement of the parties upon the essential terms of the contract, definite within themselves or capable of being made definite.\u201d 2 Strong, N. C. Index 2d, Contracts, \u00a7 1, p. 292.\n\u201cAccordingly, in order to constitute a valid contract there must be an offer and an acceptance in the exact terms and the same sense, and the acceptance must be communicated to the offeror.\u201d\n\u201cAn offer must be definite and complete, and a mere proposal intended to open negotiations which contains no definite terms but refers to contingencies to be worked out cannot constitute the basis of a contract, even though accepted.\u201d 2 Strong, N. C. Index 2d, Contracts, \u00a7 2, p. 294.\nPlaintiff, at best, has presented us with details of a conference convened at his request to discuss the terms of an employment contract for continued association with the defendant. We are given terms of compensation allegedly proffered to plaintiff during the course of the discussion, without any correlative conditions of employment, duties of the plaintiff, or provisions for termination. The only offer which plaintiff has testified was communicated to him, was unacceptable to him, and immediately rejected.\nIn the absence of an agreement reflecting a meeting of the minds based upon a sufficient consideration, with an offer and acceptance or mutuality of obligations or promises, we can find no contractual agreement based upon plaintiff\u2019s recapitulation of the discussion which took place in the February 1968 conference. Plaintiff, therefore, has shown no right to recover damages under a breach of contract theory. All other contentions by plaintiff, based upon an existing contract, are likewise without merit.\nPlaintiff has also asserted that the case should have gone to the jury on the issue of quantum meruit, even if plaintiff failed to prove an express contract.\nWe agree with plaintiff\u2019s contention that under the law of quasi contracts, when one party renders services to another without an express contract for payment for such services, the law implies a promise to pay fair compensation, and failure to establish an express contract will not preclude recovery upon the implied promise. See 6 Strong, N. C. Index 2d, Quasi Contracts, \u00a7 1. However, we do not agree with plaintiff that he did not receive fair compensation for his services rendered in 1968.\nPlaintiff testified that his W-2 form for the year 1968 reflected gross payment to plaintiff by defendant in the amount of $80,676.34 for services rendered. Plaintiff nowhere alleges or contends that defendant is further indebted to him for services rendered for the year 1968.\nIn our opinion the trial court properly directed a verdict for defendant, and the judgment should be\nAffirmed.\nJudges Hedrick and Baley concur.",
        "type": "majority",
        "author": "BROCK, Chief Judge."
      }
    ],
    "attorneys": [
      "Sanford, Cannon, Adams & McCullough, by E. D. Gaskins, Jr., and J. Allen Adams, for plaintiff-appellant.",
      "Ragsdale & Liggett by George R. Ragsdale, for defendant-appellee."
    ],
    "corrections": "",
    "head_matter": "HARRY E. STEWART v. OCCIDENTAL LIFE INSURANCE COMPANY OF NORTH CAROLINA\nNo. 7310SC723\n(Filed 28 November 1973)\n1. Contracts \u00a7 27\u2014 breach of contract \u2014 insufficiency of evidence to establish contract\nPlaintiff\u2019s evidence was insufficient to establish an employment contract with defendant where it showed that a conference was held between plaintiff and officers of defendant to discuss the terms of a contract for plaintiff\u2019s continued employment as a regional manager for defendant, that certain terms of compensation were offered to plaintiff during the conference without any correlative conditions of employment, duties of plaintiff, or provisions for termination, and that plaintiff rejected the only offer communicated to him.\n2. Quasi Contracts \u00a7 1 \u2014 breach of contract action \u2014 failure to submit quasi contract issue\nIn an action to recover damages for breach of an employment contract, the trial court did not err in failing to submit an issue of quantum meruit to the jury for services rendered defendant in 1968 where plaintiff\u2019s evidence showed that defendant paid plaintiff in excess of $80,000 in 1968 for services rendered and plaintiff did not allege or contend that defendant is further indebted to him for services rendered in 1968.\nAppeal by plaintiff from Hobgood, Judge, 24 April 1973 Session of Superior Court held in Wake County.\nThis is an action for damages for breach of an alleged contract of employment.\nPlaintiff\u2019s evidence tended to show that plaintiff had been employed by defendant in various capacities, under three separate contracts. The first agreement in question dated 1956 was an \u201cAgent\u2019s Agreement\u201d for the sale of life insurance, supplemented in 1957 by an agent\u2019s agreement for accident and sickness insurance.\nIn 1959, a second agreement was reached appointing plaintiff as supervisor of the company in the territory designated \u201cEastern Carolina Agency.\u201d The second agreement was supplemented at that time by a \u201cNet Gain Bonus Agreement,\u201d providing incremental bonuses for net gains realized over the previous year. In 1967, the management agreement of 1959 was modified so that plaintiff received a basic salary of $400.00 a month, a net gain bonus of 7 % of new premiums received during the year in the Eastern Carolina area, plus a renewal bonus of 2.4% of renewal premiums paid in the previous year, which renewal bonus was paid out over the next twelve calendar months, and was designated as \u201csalary\u201d in addition to plaintiff\u2019s basic monthly salary.\nIn February 1968, discussions commenced between plaintiff and defendant concerning plaintiff\u2019s continued association with defendant-corporation. Plaintiff contended that an agreement was reached in a discussion between plaintiff and defendant by and through its President, Chairman of the Board of Directors, and Vice President - Marketing Division, that plaintiff would continue in his present capacity for a term of three years with compensation in 1968 being the same as 1967, but with increased adjustments in all categories for the years 1969 and 1970.\nPlaintiff later put into a written memorandum the substance of what he contended the discussion contained. He submitted the memorandum to defendant\u2019s Vice President - Marketing, David D. East, in March 1968. In September 1968, a conference was held between plaintiff and the Chairman of the Board, Woodson, and East, representing defendant, to discuss compensation for plaintiff as Regional Manager for 1969. Plaintiff rejected the compensation proposal which varied from the terms of plaintiff\u2019s memorandum.\nThe agreements previously executed between the parties were in the form of continuing contracts terminable by either party upon written notice. The net gain bonus agreement was renewable annually, and also provided for termination of the agreement by either party upon written notice.\nOn 13 November 1968, plaintiff was informed by East that plaintiff\u2019s decision not to continue as Regional Manager in 1969 had been accepted by the defendant-corporation as indicative of resignation, and that the 1969 management agreement would terminate 30 November 1968, with compensation accruing until 31 December 1968, at which time plaintiff\u2019s agents\u2019 agreements would also terminate.\nDefendant moved for a directed verdict at the close of plaintiff\u2019s evidence upon grounds that the testimony of plaintiff in regard to the discussion had at the February 1968 meeting of plaintiff with the officers of defendant-corporation, did not constitute a contract because of failure of consideration, vagueness of terms, and lack of mutuality of agreement. Defendant\u2019s motion was allowed and plaintiff appealed.\nSanford, Cannon, Adams & McCullough, by E. D. Gaskins, Jr., and J. Allen Adams, for plaintiff-appellant.\nRagsdale & Liggett by George R. Ragsdale, for defendant-appellee."
  },
  "file_name": "0025-01",
  "first_page_order": 53,
  "last_page_order": 58
}