# Ross v. Stricker > Supreme Court of Oklahoma · October 15, 1954 · 275 P.2d 991 URL: https://www.frixlaw.com/law-library/cases/9559776 ## Case - **Full name:** Lee ROSS, Plaintiff in Error, v. W. H. STRICKER and Charles W. Stricker, D/B/A Mule Skin Brown Company, Defendants in Error - **Court:** Supreme Court of Oklahoma - **Decided:** October 15, 1954 - **Citations:** 275 P.2d 991 - **Precedential status:** Published - **Opinion:** Dissent by Williams - **Judges:** Blackbird, Johnson, Welch, Corn, Davison, Halley, Williams - **Cited by:** 6 later opinions in the Frix Law Library ## Citator (automated) - No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases. - Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9559776 ## Opinion text WILLIAMS, Justice (dissenting). I am unable to agree with the majority opinion herein, for reasons set out below. It should perhaps first be noted that both parties herein agree that there was a contract of employment, either oral or written, and that the writing quoted in ■ the majority opinion was either a part of, or all of, such contract. I believe the rule stated in Foster v. Atlas Life Ins. Co., 154 Okl. 30 , 6 P.2d 805 , noted in the majority opinion, is controlling here. It is suggested that the Foster case can be distinguished upon -the facts involved, but I think the rule of law expressed is exactly in point. It is as follows: “A contract of employment which does not by its terms fix any period or duration between the parties, and its duration is indefinite, may be terminated by either party at any time. Arkansas Valley Town & Land Co. v. Atchison, T. & S. F. Ry. Co., 49 Okl. 282 , 151 P. 1028, 1032 ; Rogers v. White Sewing Machine Co., 59 Okl. 40 , 157 P. 1044 .” In the body of the opinion the court said: “In the case at bar, plaintiff makes no contention that the written contract was induced by fraud, accident, or mistake. Because the contract does not state the duration of the employment, it is not, by reason thereof, rendered uncertain or ambiguous so as to admit parol evidence, but such a contract is a contract at will.” That this rule is in accord with the. weight of authority is shown by the fol *996 lowing from 32 C.J.S., Evidence, § 854, which reads in part: “The duration and termination of a written contract not specifying any time .for its duration being governed by law, ordinarily parol evidence is not admissible to show an agreement or intent that such contract shall continue in force for, and only for, a particular period of time.” ín 12 Am.Jur., Contracts, sec. 305, the following is found: “Some contracts which mention no period -of duration are construed as terminable at will. This is true of a contract for services which does not specify as to the duration. A more guarded statement of such a rule is . that in contracts for personal service and special confidence there is an implication that the parties intend that it shall not be prolonged if either of the parties. shall become dissatisfied.” In Jimmerson v. Troy Seed Co., 236 Minn. 395 , 53 N.W.2d 273, 277 , the Minnesota • court said with regard to a contract of employment which did not mention ' any specific duration thereof: “It is immaterial that the parties chose not to specify with exactness how long the employment term should continue beyond June 1, 1947. * * * No finding of a breach of contract can be based on the fact that plaintiffs service terminated in March 1948.” In McManigal v. Hiatt, 240 Iowa 541 , 36 N.W.2d 651, 653 , the Iowa court said: “While evidence of circumstances, conditions and usage, surrounding the making of a contract of hire may be considered to interpret words of duration, it is certain such evidence will not be considered to supply a duration provision in a contract for hire. * * “That contract in its terms speaks of an ordinary employment, without any fixed duration, and consequently terminable at the will of either party. The decree so declaring was right.” Although not dealing with contracts of employment, the following quotations are helpful by way of analogy: “Where the contract specifies no time for delivery of the goods ordered, the law implies a delivery thereof within a reasonable time; and will not permit this implication to be rebutted by parol testimony going to fix a definite time because this varies, the contract.” Cameron Coal & Mercantile Co. v. Universal Metal Co., 26 Okl. 615 , 110 P. 720 , 31 L.R.A.,N.S., 618. “A contract between a manufacturer and a merchant which merely recited that the merchant assures the manufacturer a substantial volume of business and designates the merchant as the exclusive agent of the manufacturer in a certain city to sell its products, and by its terms fixes no period or term of duration, and its duration is indefinite, may be, as between the parties, terminated by either party at any time, and no action arises from the breach thereof.” Dunn v. Birmingham Stove & Range Co., 170 Okl. 452 , 44 P.2d 88 . Pursuant to the rule set out in the above quotations, I believe that parol evidence as to the term or duration of the employment was inadmissible in this case, since, under such rule, the contract was by implication of law terminable at will, and therefore was not indefinite, ‘ambiguous or incomplete in that respect. This is true regardless of whether the writing here concerned was an incomplete or ambiguous written contract, or whether it was merely a written memorandum of an oral contract. In the latter case, parol evidence was still inadmissible under the well-established rule stated in Stone v. Spencer, 79 Okl. 85 , 191 P. 197 . This rule is the basis of paragraph 1 of the syllabus of the majority opinion, and is to the general effect that where the writing does not purport to contain the entire contract, or where, when read in the light of attendant facts and circumstances, it' is apparent that it contains only a part of the agreement, parol evidence is admissible to explain or supply the other terms, provided that the parol evidence is not repugnant to or inconsistent with the intention of the parties as set out in the writ *997 ing. Here, as shown above, the writing, whether it was a contract or merely a memorandum, established the fact that the agreement was terminable at will, and parol evidence to the contrary was therefore inadmissible. I am aware of the line of authority represented by Leifer v. Scheiman, 179 App.Div. 665 , 167 N.Y.S. 105 , noted in the majority opinion. It is sufficient to say that the contrary rule obtains in this jurisdiction as reflected in the Foster case. Furthermore, as I believe, the rule as expressed in the Foster case is supported by the better reasoning and greater weight of authority, since it is a matter of common knowledge that the vast majority of employment contracts are for an indefinite period or terminable at will. The use of the phrase “This will confirm our agreement” does not, by its terms, imply the existence of separate agreements not contained in the writing. To the contrary, I believe it is more reasonable to interpret such phrase to mean that prior agreements, if any, are contained in the writing, since that could logically be said to be the very purpose of the writing. This is especially true in view of the particular content of the writing here under consideration (the last sentence of the writing includes the phrase “This agreement”). Plaintiff’s argument in this respect would carry more weight if the quoted phrase read “This will confirm part of our agreement”. In National Mineral Co. v. A. L. Sterne Co., 198 Okl. 37 , 174 P.2d 922, 923 , we said: “Where only part of an agreement is reduced to writing, it is competent to prove by parol any separate agreement on which the document is silent and which is not inconsistent with its terms. The criterion of the completeness of the writing is the writing itself, construed in the light of the circumstances under which, and the purpose for which, the writing was executed. It is not (competent to lay the 'foundation for such oral evidence by oral testimony that only part of the agreement was reduced to writing, and then to prove by parol the part omitted.” In General Paint Corporation v. Kramer, 10 Cir., 57 F.2d 698, 701 , the court said: “Partnership contracts are usually terminable at will; usually the part- ’ nership is created by the writing. It is academic that articles of partnership, although terminable at will, are nevertheless contracts which govern the rights and obligations of the partners for the period of the partnership.” I therefore respectfully dissent. --- Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9559776. Public record. Not legal advice.