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Pillois v. Billingsley.

decided: January 16, 1950.

PILLOIS
v.
BILLINGSLEY.



Author: Chase

Before AUGUSTUS N. HAND, CHASE and CLARK, Circuit Judges.

CHASE, Circuit Judge:

This appeal is from a judgment in a suit brought under the diversity jurisdiction of the court to recover the reasonable value of the appellee's services, performed at the request of the appellant, in procuring a contract for a corporation of which the appellant was a director.

The complaint alleged that on or about July 9, 1947 the plaintiff and the defendant agreed as follows: that the plaintiff would go to Paris, France at the defendant's expense and that, if the plaintiff should successfully negotiate with a certain French perfume manufacturer, which made the Le Galion line of perfumes and toilet waters, and secure from it a contract that would grant to Cigogne, Inc., a corporation in which the defendant was interested, the exclusive right to sell Le Galion perfumes on terms acceptable to the defendant and Cigogne, Inc., the defendant would pay to the plaintiff the reasonable value of his services in negotiating and securing the contract.

It further alleged that the plaintiff did negotiate and secure a contract from the French manufacturer, which was accepted by Cigogne, Inc., and which granted to it, among other things, the exclusive right to sell Le Galion perfumes in the United States for a period of 99 years. It was also alleged that demand had been made for payment of the fair value of the plaintiff's services but that no payment had been made.

In his answer, the appellant alleged that Cigogne, Inc., had before July 9, 1947 obtained by assignment a contract under which it secured the exclusive right to represent the same French manufacturer in marketing and distributing the brand of products known as Le Galion "throughout the Western Hemisphere, with the exception of three countries and one British possession"; and the plaintiff represented that he was able to obtain an extension of that contract "upon the same terms and conditions therein contained" and agreed that "he would, thereafter, set up, organize and supervise the marketing and distribution of the Le Galion products for Cigogne, Inc."; and that the defendant agreed that he would cause Cigogne, Inc., to employ the plaintiff as its general manager at a stated salary, "such employment to continue as long as the services of the plaintiff were acceptable and satisfactory to Cigogne, Inc."; and that he "further agreed that if plaintiff procured an extension of the term of the said sales contract upon the same terms and conditions therein contained, plaintiff would receive, as additional compensation, such sum as the defendant in his sole judgment should determine to be reasonable."

It was further alleged that the plaintiff was employed by Cigogne, Inc., at a salary of $1,000 a month and that such employment continued until about October 24, 1947; that the plaintiff went to Paris at the expense of Cigogne, Inc., with full authority to negotiate and execute a contract on its behalf with the French manufacturer extending the term of the existing contract and that he did so "but upon other and changed terms and conditions rendering said contract substantially less favorable to the said Cigogne, Inc., than the prior sales contract"; and that consequently the plaintiff did not perform the services he had agreed to perform and was not entitled to additional compensation for procuring the contract.

With issue thus joined, the suit was tried by court and it was found on evidence, sufficient though in part conflicting, that the defendant had employed the plaintiff to obtain "from La Societe Le Galion a long term exclusive representation of S. A. Le Galion perfumes in the United States of America and elsewhere in the Western Hemisphere in the name of Cigogne, Inc.," and that the defendant agreed to pay the plaintiff for his services in so doing such sum as the defendant in his sole judgment might decide to be reasonable. It was further found that "the plaintiff went to France and returned with a contract giving Cigogne, Inc., exclusive representation in the United States, Alaska, Puerto Rico, Hawaii, and the Philippine Islands for the Le Galion perfumes for a term of 99 years"; that Cigogne, Inc., accepted the contract and was operating under it; and that the defendant had refused to pay the plaintiff anything for his services in obtaining it and had not given any consideration to determining what would be reasonable compensation for them. It was held that under these circumstances the plaintiff could recover the reasonable value of his services, which the court determined to be $6,000. The judgment entered was for that amount with interest and costs.

The agreement for procuring the contract was part of an over-all arrangement which included the employment of the plaintiff as general manager of Cigogne, Inc., and that over-all arrangement was vague and indefinite in certain respects. According to the plaintiff's version he was given some rights to obtain shares of stock in Cigogne, Inc., and a percentage of its profits, and of its gross sales, all left uncertain in terms and amounts. Consequently, the appellant contends that no enforceable contract was proved.

But this action is not based upon any claim that there was a breach of any agreement to employ appellee as general manager. This suit is confined to the alleged breach of the agreement relating to the procurement of the long term contract between the French manufacturer and Cigogne, Inc. That was set forth in a letter which the appellant had his own attorneys prepare and which was addressed to the appellant and signed by the appellee as follows:

"July 9, 1947

"New York City

"Mr. Sherman Billingsley,

"Stork Restaurant ...


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