Summary of Varney v. Ditmars
Facts: P is an architect who was employed by D; On Feb. 1, D told P that he would increase his weekly wage to $40 if he would help the D with some jobs that had piled up over three years, and at year end, he would give the P a “fair share" of the profits; On Nov. 1, D fired the P six days after the D asked all employees to be at work the next day; P told D he could not make; P told D that he ready to continue his services under the agreement and the D denied that he had any agreement with the P, and refused to allow him to continue to work; D received $50 for special work done during those time periods when employed; P seeks to recover for services from Nov. 7 to Dec. 31 at $40 per week plus a reasonable percentage of the net profits of the D’s business from Feb. 1 to Jan. 1, per the agreement that a “fair" share of profits was to be rewarded at year end for services provided
Holding: Trial court dismissed the P’s complaint; judgment should be affirmed, with costs, FOR D
Reasoning: The words fair and reasonable have a definite and enforceable meanings when used in business transactions dependent upon the intentions of the parties in use of such words. The statement promising a fair share of profits made by the D is vague, indefinite and uncertain and the amount can not be computed from anything said by either party. The contract was never consummated and was left subject to the will of the D for further negation. The intentions of the parties is pure conjecture and the courts cannot aid parties in such a case when they are unable or unwilling to agree upon the terms of their own proposed contract.
DISSENT: It is not true that a promise to pay an employee a fair share of the profits in addition to his salary is always and of necessity too vague to be enforced. The promise must appear to have been made with contractual intent. If that intent is present, it cannot be said from the mere form of the promise that the estimate of the reward is impossible. The evidence would permit the jury to find that the P was discharged without cause and he is entitled to damages measured by his salary for the unexpired term.