Swartz v. California Olive Growers' Packing Corp.

MOORE, P. J.

By a contract in writing dated November 2, 1940, respondent was employed as general manager of appellant for five years and to render such duties as might be required of him in effecting an increase in the sales of its products. The writing itself makes no mention of the locus of its execution, the place of residence of appellant, or of the county in which respondent’s services were to be performed, although it recites that he is “of Los Angeles.” However, the complaint alleges that the agreement was to be performed in Los Angeles County.

It appears from respondent’s affidavit, used on the motion to change the place of trial, that the defendant was organized in Los Angeles, November 2, 1940, and that all of those who participated directly in its organization then resided in that city or its environs. Prior to such incorporation of appellant, respondent was engaged in the advertising and marketing counsel business, in Los Angeles. He conceived the plan of organizing the olive growers’ industry and presented it to certain growers who later joined respondent in

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the incorporation of appellant, prior to which event the same individuals agreed that respondent should be employed as such general manager and that he should maintain the principal business office of the corporation at Los Angeles. His duties included the organization of the olive growers of the state for the marketing of their products. Such growers are confined to nine counties, viz., San Diego, Riverside, Los Angeles, Kern, Tulare, Fresno, Sacramento, Butte and Tehama. With the approval of the officers and directors of the corporation, respondent promptly established the main office of the corporation in Los Angeles, from which he conducted the corporation’s business until he was discharged. During the same period he maintained the corporation’s bank account in the same city. Also, with the approval of all of the directors, he designated the main office as the “Head Office” and there employed accountants as well as legal and insurance counsel, both of Los Angeles. Thereafter appellant prepared and published a chart showing such facts. Respondent’s discharge was effected by a notice written and delivered to him, at the same “Head Office.” During the period of respondent’s service, substantially all of the business of appellant was conducted in Los Angeles, where a number of the meetings of the directors was held. Through the agency of respondent the corporation acquired 1,200 acres of olive lands in Riverside County but only 189 in Kern and 40 in Tulare —which lands were managed by respondent. In all substantial respects its business was conducted for more than six months in Los Angeles County by respondent, during which period no corporate business affair was transacted in that county by respondent without the consent of the directors.