{
  "id": 8550460,
  "name": "JACK D. SMITH v. FORD MOTOR COMPANY, THOMAS M. KEESEE, SR., JAMES K. DOBBS and CLOVERDALE FORD, INC.",
  "name_abbreviation": "Smith v. Ford Motor Co.",
  "decision_date": "1975-06-04",
  "docket_number": "No. 7521SC185",
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  "casebody": {
    "judges": [
      "Judges Martin and Clark concur."
    ],
    "parties": [
      "JACK D. SMITH v. FORD MOTOR COMPANY, THOMAS M. KEESEE, SR., JAMES K. DOBBS and CLOVERDALE FORD, INC."
    ],
    "opinions": [
      {
        "text": "ARNOLD, Judge.\nPlaintiff contends that the agreement of 18 May 1971 creates in him the right to acquire control of Cloverdale Ford, Inc., at the end of sixty months. He further contends that the employment provisions of the agreement are for a definite term. Consequently, he argues, defendants Keesee, Dobbs, and Cloverdale should be required to show good faith and reasonable cause in terminating the agreement, and an allegation of bad faith states a claim for relief against them. With respect to defendant Ford Motor Company, plaintiff contends that Ford had no absolute right to terminate the dealership, was not shown to have acted in good faith, and wrongfully interfered in and conspired with the other defendants to breach the May 18 agreement. (He abandoned his unfair trade practices claim on appeal.) Thus, plaintiff contends, it was error to grant all defendants\u2019 motions under G.S. 1A-1, Rule 12(b) (6). We disagree.\nIn Sutton v. Duke, 277 N.C. 94, 102, 176 S.E. 2d 161, 166 (1970), the North Carolina Supreme Court stated the general rule: \u201cIf the complaint discloses an unconditional affirmative defense which defeats the claim asserted or pleads facts which deny the right to any relief on the alleged claim it will be dismissed.\u201d Accord, Powell v. County of Haywood, 15 N.C. App. 109, 189 S.E. 2d 785 (1972). See also 1 McIntosh, N. C. Practice 2d (Phillips Supp. 1970) \u00a7 970.40. In the case at bar, the preincorporation agreement constitutes part of the complaint, and discloses a defense which defeats the claim.\nUnder Paragraph 8 the corporation was given the power to terminate Smith\u2019s employment, should it prove unsatisfactory in the opinion of H-D-O, Davis or Ford, whereupon Smith agreed to sell his stock at book value to Davis. Having contributed 19.5% of the capital, Smith was only a minority shareholder in the corporation. The corporation\u2019s option to buy out H-D-O\u2019s stock at the end of 60 months cannot be construed to guarantee to plaintiff the right, as a stockholder, to acquire H-D-O\u2019s interest in the corporation at the end of five years: the agreement specifically provided for the disposal of plaintiff\u2019s stock in case of termination. Nor can the agreement be construed to secure plaintiff\u2019s employment for a definite period. Since plaintiff\u2019s employment was for an indefinite period, it could be terminated at will by defendants Keesee, Dobbs and Cloverdale. Scott v. Burlington Mills, 245 N.C. 100, 95 S.E. 2d 273 (1956) ; Howell v. Credit Corp., 238 N.C. 442, 78 S.E. 2d 146 (1953) ; see also Tuttle v. Lumber Co., 263 N.C. 216, 139 S.E. 2d 249 (1964). Their motions to dismiss were properly granted.\nPlaintiff contends that the franchise agreement alleged in Ford\u2019s answer provides for arbitration of a decision to terminate a dealership and does not give Ford the right to terminate at will. This distinction is immaterial. It is true that \u201can action in tort lies against an outsider who knowingly, intentionally and up justifiably induces one party to a contract to breach it to the damage of the other party [citations omitted].\" Childress v. Abeles, 240 N.C. 667, 674, 84 S.E. 2d 176, 181 (1954). It is also true that the fact that plaintiff\u2019s contract was terminable at the will of H-D-0 is not necessarily available to Ford as a defense. Id. at 678, 84 S.E. 2d at 184. Nevertheless, while not a party to the May 18 agreement, Ford certainly was not an outsider. See Kelly v. Harvester Co., 278 N.C. 153, 179 S.E. 2d 396 (1971) ; Wilson v. McClenny, 262 N.C. 121, 136 S.E. 2d 569 (1964). The agreement refers repeatedly to Ford and in Paragraph 8 provides that Smith\u2019s employment may be terminated by the corporation should he prove to be unsatisfactory in the opinion of Ford. Clearly, plaintiff has failed to state a claim against Ford on grounds of wrongful interference with the contract.\nNotwithstanding the possibility of merit in plaintiff\u2019s allegations of an agreement among all defendants to terminate his employment, he has failed to state a claim for relief against them on grounds of civil conspiracy, for on its face his complaint discloses that the act they committed was a lawful one. See Eller v. Arnold, 230 N.C. 418, 53 S.E. 2d 266 (1949).\nThe order of the trial court is\nAffirmed.\nJudges Martin and Clark concur.",
        "type": "majority",
        "author": "ARNOLD, Judge."
      }
    ],
    "attorneys": [
      "Hatfield and Allman, by Weston P. Hatfield, James W, Armentrout, and R. Bradford Leggett, for plaintiff appellant.",
      "Womble, Carlyle, Sandridge & Rice, by W. P. Sandridge', Jr., for defendant appellees Cloverdale Ford, Inc., Thomas M. Keesee, Sr., and James K. Dobbs.",
      "Hudson, Petree, Stockton, Stockton & Robinson, by J. Robert Elster and W. Thompson Comerford, Jr., for defendant a/ppellee Ford Motor Company."
    ],
    "corrections": "",
    "head_matter": "JACK D. SMITH v. FORD MOTOR COMPANY, THOMAS M. KEESEE, SR., JAMES K. DOBBS and CLOVERDALE FORD, INC.\nNo. 7521SC185\n(Filed 4 June 1975)\n1. Master and Servant \u00a7 10\u2014 employment for indefinite period \u2014 termination at will\nA pre-incorporation agreement did not employ plaintiff for a definite term and did not give plaintiff the right to acquire control of the corporation after 60 months where it provided that plaintiff would be employed as president and general manager of an automobile dealership, that three individuals would purchase 60% of the corporate stock and defendant and another would purchase 40% of the stock, that the corporation was given an option to purchase the 60% of stock held by the three individuals after 60 months, that plaintiff\u2019s employment could be terminated if it proved unsatisfactory to the other stockholders or to the Ford Motor Company, and that plaintiff\u2019s stock should be sold at book value to another stockholder upon termination of his employment; therefore, plaintiff\u2019s employment could be terminated at will by the other stockholders.\n2. Contracts \u00a7 32 \u2014 wrongful interference \u2014 insufficiency of complaint\nPlaintiff failed to state a claim against Ford Motor Company for wrongful interference with a contract in which plaintiff was employed by a corporation as the president and general manager of a Ford dealership where the agreement, which was incorporated in the complaint, provides that plaintiff\u2019s employment may be terminated by the corporation if it should prove unsatisfactory in the opinion of the Ford Motor Company.\n3. Conspiracy \u00a7 2 \u2014 civil conspiracy \u2014 legal act\nPlaintiff failed to state a claim for relief against defendants on the ground of civil conspiracy where the complaint discloses that the act they committed was a lawful one.\nOn writ of certiorari to review order entered by Exum, Judge. Order entered 31 December 1974 in Superior Court, Fok-SYTH County. Heard in the Court of Appeals 7 May 1975.\nThis action arose out of an agreement entered into 18 May 1971 pursuant to which the parties formed a corporation, Clover-dale Ford, Inc., to operate an automobile dealership. It was provided that James K. Dobbs, Jr., Thomas M. Keesee, and Frank Goodwin (jointly referred to as \u201cH-D-O\u201d) would subscribe to and purchase for $120,000 cash 60 % of the capital stock of the corporation and that Jack D. Smith and James W. Davis (referred to as \u201coperators\u201d) would subscribe to and purchase for $80,000 cash the remaining 40% of the stock. After 60 months the corporation was to have the option of purchasing all of the capital, stock owned by H-D-O.\nJack D. Smith was to be employed as president and general manager. The agreement further provided in paragraph 8 that\n\u201cif Jack D. Smith, in his position as President and General Manager of the Corporation, shall prove to be unsatisfactory in the opinion of H-D-O and James W. Davis, or the Ford Motor Company from the standpoint of profits earned or the manner of operation of the Corporation, the employment of Jack D. Smith as President and Manager may be terminated by the corporation. Upon such termination the Operator agrees to sell to James W. Davis the capital stock owned by him at book value of such stock at the end of the month preceding such termination and for cash.\u201d .\nSmith managed the dealership until- 24 April 1974 when the board of directors voted to terminate his employment. Before that time he had participated in the Ford Dealer Alliance, an organization discouraged by Ford Motor Company.\nPlaintiff Smith then filed suit seeking actual and punitive damages for alleged wrongful acts as follows: (1) wrongful, malicious and unlawful interference by Ford Motor Company with plaintiff\u2019s contractual rights under the agreement of 18 May 1971; (2) unfair trade practices in violation of G.S. 75-1.1 by Ford Motor Company; (3) conspiracy among Ford Motor Company and defendants Dobbs and Keesee to wrongfully terminate plaintiff\u2019s employment.; (4) breach of contract by Dobbs and Keesee; and (5) breach of contract by Cloverdale Ford, Inc. Attached to the complaint was a copy of the pre-incorporation agreement.\nDefendants Cloverdale, Keesee and Dobbs filed motions under G.S. \u00cdA-1, Rule 12(b)(6), to dismiss the complaint for failure to state a claim for relief. Defendant Ford Motor Company also moved to dismiss and filed an answer denying material allegations in the complaint, alleging plaintiff\u2019s br\u00e9ach, and incorporating a franchise agreement between Ford Motor Company and Cloverdale Ford, Inc., whereby Ford reserved the right to cease doing business with any dealer.\n. The trial court granted all motions to dismiss. From the order dismissing his complaint, plaintiff appealed to this Court.\nHatfield and Allman, by Weston P. Hatfield, James W, Armentrout, and R. Bradford Leggett, for plaintiff appellant.\nWomble, Carlyle, Sandridge & Rice, by W. P. Sandridge', Jr., for defendant appellees Cloverdale Ford, Inc., Thomas M. Keesee, Sr., and James K. Dobbs.\nHudson, Petree, Stockton, Stockton & Robinson, by J. Robert Elster and W. Thompson Comerford, Jr., for defendant a/ppellee Ford Motor Company."
  },
  "file_name": "0181-01",
  "first_page_order": 209,
  "last_page_order": 213
}
