Opinion
[No. 52, October Term, 1945.]
Decided February 6, 1946.
Contracts — Agency — Termination — Commissions on Future Sales — Accounting and Discovery — Bill of Complaint — Certainty.
A bill of complaint seeking accounting and discovery, and recovery of commissions on past and future sales of wines and liquors, made by defendants to customers and distributors outside the State of Maryland, who had been secured and introduced by plaintiff to the defendants, which alleges a verbal contract whereby the plaintiff was to be paid the sum of 25 cents for each case of wines or liquors, which the defendants might thereafter at any time sell to such customers and distributors, and that after the plaintiff had secured a number of such accounts, the defendants cancelled the contract, held, not lacking in certainty. p. 622
One employed under a verbal contract to secure and introduce to his employers, customers and distributors outside the State for wines and liquors handled by the employers, in return for which he was to receive a fixed commission on all sales made at any time thereafter by the employers to such customers and distributors, can maintain a suit for commission on all future sales to such customers and distributors, regardless of the cancellation of the agreement by the employers, on the theory that the contract was of indefinite duration and that nothing more in the way of service was required of the plaintiff after an account had been secured. pp. 622-623
Decided February 6, 1946.
Appeal from the Circuit Court of Baltimore City (O'DUNNE, J.).
Suit for commissions by John J. Koeski against Louis Miglioretti and another, individually and trading as Embros Wine Liquor Company. From an order overruling a demurrer to the bill of complaint, the defendants appeal.
Order affirmed.
The cause was argued before MARBURY, C.J., DELAPLAINE, COLLINS, GRASON, HENDERSON, and MARKELL, JJ.
Paul R. Kach, with whom was Herman P. Kasson on the brief, for the appellants.
Edwin H. Brownley, with whom was Karl F. Steinman on the brief, for the appellee.
This appeal is from an order of the Circuit Court of Baltimore City overruling a demurrer to a bill of complaint. The bill sets up a verbal contract of employment on March 15, 1944, "whereby your Orator was to secure and introduce to the Defendants customers and distributors outside of the State of Maryland for the said Embros wines and other wines and liquors handled by the Defendants, in return for which securing and introduction your Orator was to be paid the sum of twenty-five (25) cents for each case of wines or liquors which Defendants might thereafter at any time sell to such distributors and customers * * *." It was alleged that the complainant secured a number of accounts under this agreement, and sales to the distributors or customers, thus secured, exceeded 45,000 cases during the period from March 15, 1944, to January 31, 1945. On that date the defendants undertook to cancel the agreement, and employ the complainant as a salesman; the complainant refused to accept the offer. The bill prayed that the agreement be declared valid, that a discovery and accounting be had for all past and future sales made to customers and distributors secured by the complainant, and for other and further relief.
The only attack on the bill is for lack or certainty. But we find nothing uncertain about the allegations of the bill. Whether the contract was improvident or not is beside the point; whether it can be established by proof is immaterial at this stage of the case. It seems perfectly clear from the bill that recovery is sought on the theory that the contract is of indefinite duration, and that nothing more was required of the complainant, after an account had been secured, by way of service, so that the complainant is entitled to commissions on all future sales, regardless of his discharge. This is clearly the purport of the bill, and the complainant relies upon the case of Alexander v. Capital Paint Co., 136 Md. 659, 111 A. 140, and distinguishes the case of Home News, Inc. v. Goodman, 182 Md. 585, 35 A.2d 442, on its facts. We perceive no reason why the contract could not be held valid, if established by testimony. Whether particular sales measure up to the contractual standards are questions that need not be considered upon demurrer to the bill.
We think the demurrer was properly overruled, and that the bill requires an answer.
Order affirmed, with costs.