Jablonski of counselfor plaintiff. Pollio of counselfor defendant. This is an action for wrongful discharge, but unlike many such cases which have besieged the courts of late, this one involves an executive employee who in fact had a carefully worked out written contract, and now, claiming a breach, insists on a literal application of that contract.
A number of possibilities were considered before Mr. Petrie decided to sound out Michael J. Boyle was approached about the possibility of running the Petrie stores. He was 38 years old, and was then chairman of the board of the F.
Lazarus Stores headquartered in Columbus, Ohio. Lazarus was a division of Federated Department Stores of which Boyle was executive vice-president. Boyle had worked at Bambergers from to and worked in retailing for the Melville Corporation untilwhen he had joined Federated. As of MayBoyle had operating and merchandising responsibilities for 18 retail department stores with 10, employees.
In the spring ofMr. Boyle
Milton petrie stores liquidating asked to meet with him in New York City.
They met on May 26, Petrie testified he "took a shine to him" and decided to hire him. Petrie told Boyle that he would like him to take over the running of the Petrie Stores. Boyle had admired the techniques and business skill of Mr.
Multiplication of logarithms with different bases in dating
Petrie, who he acknowledged "was a legend in his field". The financial adviser of Mr. Boyle wanted to know why he should leave his current position and make a change, particularly since he had been informed that Mr.
Petrie was a difficult man to deal with and could summarily dismiss an employee, not unlike George Steinbrenner of the New York Yankees who insisted on running the show his own way.
The employment agreement went through additional drafts, and on September 17, it was presented to the board of directors of Petrie Stores.
Under the contract, Boyle was to become president and chief executive officer of the corporation as of November 1, and was to be awarded 50, shares of common stock then held in the corporate treasury, with options to purchase additional shares.
The contract contained explicit provisions as to the grounds for and the consequences of termination of the contract, which will be referred to hereafter.
The board approved the agreement, which was duly executed, and amended the corporate bylaws to reflect the fact that Milton Petrie, the chairman of the board, was to preside at director's meetings, but that he was no longer to be the chief executive officer. Boyle, as chief executive officer and president, was, subject to the control of the board, to "have general supervision over the business of the corporation".
The contract was for a term of five years, and Mr. In addition to the 50, shares of
Milton petrie stores liquidating to be awarded as of November 1,he was given an option to purchase an additionalshares at a fixed price.
The other executives at Petrie Stores assumed that Boyle would operate under Mr. Petrie considered that he was still in charge of the business and had not relinquished his authority, and he intended to have Boyle subordinate
Milton petrie stores liquidating him. The problem was that Boyle and Petrie each construed the contract and the lines of authority differently, a fact which ultimately gave rise to this lawsuit and leaves to this court the responsibility of determining their respective responsibilities after the events played themselves out.
Boyle in fact reported for work at the corporate headquarters in Secaucus on November 8, While Boyle informed the other Petrie executives that he was now the chief executive officer, and they should take their directions from him, Petrie continued to give operating directions just as he always had.
Boyle observed his operations, treating the initial period as an orientation and training period. At the beginning of JanuaryBoyle decided to assert himself as the chief, in fact as well as in name. He called
Milton petrie stores liquidating meeting of those in the company concerned with real estate and told them that he, and not Petrie, was to be consulted about all real estate decisions, that he was the boss, and that he could "Milton petrie stores liquidating" Petrie for getting involved in real estate decisions.
The other employees were shocked and confused. He then proceeded to Petrie's office and dictated a memo to his secretary inquiring when Petrie would be moving out. The next day Boyle testified that Petrie told him that he would not be moving right away. Petrie testified that he told Boyle "It wasn't any of his Goddamn business! On January 6, a formal real estate meeting and review, with Petrie present, was held.
As various items were taken up, Petrie said, "Leave it to me, I'll take care of it.
At the conclusion of the meeting Petrie confronted Boyle in
Milton petrie stores liquidating office. With mounting anger, he said, "Where the hell do you get off to question my authority on these leases and embarrass me in front of all my organization?
Boyle challenged him, and impertinently replied, "If you didn't have 63 percent of this stock, I would take you to the Board of Directors and have you removed as Chairman. He exploded, "You're
Milton petrie stores liquidating A special meeting of the board of directors was held on January 13, Boyle was told to wait outside.
Petrie presided at the meeting and told the board that Boyle had been insubordinate, demoralizing and rude. He also complained about Boyle "Milton petrie stores liquidating" cars available to employees and giving raises, and that three-year contracts had been given to Boyle's proteges, without Petrie's approval. The board did not discuss the terms of Boyle's employment agreement or ask to hear Mr. Boyle, but acceded to Mr.
Petrie's demand that he be terminated effective immediately. Mr Petrie retook the titles of chief executive officer and president. A press release announced these changes and stated that "The reason for the change was due to policy differences on the way the business should be run. Boyle had served but two months of his five-year contract. Defendant's answer denies that it was responsible for the breach, and counterclaims for personal expenses incurred by Mr.
Boyle and improperly charged to the corporation. This case presents the picture of a relationship which was probably doomed from the very beginning.
The hiring of plaintiff created an inevitable confrontation between the grand old man who had built a business empire virtually single-handedly, who was somewhat tyrannical and whose employees regarded him with a mixture of awe, fear, respect and affection, and a brash young executive determined to assert his authority and shoulder aside the old man at the earliest opportunity. The younger was hot tempered and equally tyrannical, but in addition, for a newcomer, he demonstrated remarkable abrasiveness and lack of tact.
The question in this case, however, is not whether he was excessively aggressive, rude, pushy and impolitic, but whether, having aroused the ire of the man who felt that he was still running the show, he was discharged for cause.
There is no question that Mr. Petrie, and the board of directors which he dominated, had the right to discharge Mr. The question presented to the court is whether the discharge was "for cause" and what are the consequences of that discharge under the employment agreement.
The page agreement, which was carefully worked out by experienced and sophisticated counsel on both sides, deals at some length with termination of employment. As to any other termination of employment, the contract recognized that it would be ended either by:.
Milton petrie stores liquidating discharge for insubordination, rudeness, demoralization of employees, personality clashes or differences in personal style, outlook or policy does not, under the contract, constitute a discharge for just cause, but falls into the category of termination for other reasons.
This makes a substantial difference in the employee's rights, since if the termination is not for just cause, the agreement "Milton petrie stores liquidating" out the rights of the employee as to stock shares and money payments. The "willful misconduct" specified in the agreement as a just cause for termination is failure to follow the legitimate directions of the board of directors.
There is no indication that the Petrie board of directors ever gave any directions to Mr. Boyle which he failed to
Milton petrie stores liquidating out. Petrie dominated the board, and could have it carry out his wishes, he had never caused it to issue any directives for Boyle to follow. Petrie controlled the board and was chairman of the board, but he was not the board.
That group of ladies and gentlemen, mindful as they may have been of Mr. Petrie's wishes still to be treated as "the boss" cannot be equated with the board's directions.
The board, as a composite corporate body, speaks through its resolutions and bylaws. The bylaws in this case, no matter what the feelings and understandings of Mr. Petrie, defined the respective powers and duties of Mr. Petrie as chairman of the board and Mr. Boyle as president and chief executive officer. Petrie
Milton petrie stores liquidating chairman of the board.
Under the amended bylaws, he was no longer to function as the chief executive officer, but his defined function was to preside at the board of directors and shareholders' meetings, with such other powers and duties as would be assigned to him by the board.
Boyle, as chief executive officer, was given general supervision by the bylaws over the business of the corporation. Significantly, the prior provision that the president was to be subject to the control of the board and the chairman of the board was revised by the amendment of September 17, to make the president subject to the control of the board only, and not to the chairman of the board. Despite self-serving statements, a direction by Mr. Petrie was not legally "tantamount to a direction by the Board.
Petrie, and that Petrie no longer had operational authority. His flatly assertive statements of supreme authority disturbed and puzzled the employees accustomed to years of Petrie's domination. The court concludes that Mr. Boyle, however much he may have incurred the wrath of Mr. Petrie or how discourteous he
Milton petrie stores liquidating have been, was never guilty of "willful misconduct in following the legitimate directions of the Board of Directors" as defined in the contract.
He had insulted the chairman and principal stockholder and made it impossible for them to work together,
Milton petrie stores liquidating he had not flouted any express instructions of the board.
That leaves as the remaining possible basis for discharge for cause under the contract the contention that Boyles was guilty of "dishonesty".
The claims of "dishonesty" were not a basis of the discharge of Boyle by Mr. Petrie or the board of directors at the time, but were first asserted by defendant's lawyers during the course of this case. In Milton Petrie, chairman of the board of the Petrie Stores Corporation, was . So long as the liquidated damages provisions are neither unconscionable. Petrie Stores Liquidating Trust engages in the winding up of Petrie Stores Corporation, which filed a plan of liquidation.
Prior to DecemberPetrie Stores. Although the store finally liquidated inMilton Petrie's approach to business redefined the retail industry and paved the way for myriad.
MORE: Best drugstore bb cream reddit
MORE: Il pastore maremmano yahoo dating