Tuck v. Gudnason

McNUTT, J.,

pro

tem.

Krist Gudnason was an extensive dealer in women’s wash dresses which were made up for him by shops in San Francisco and Oakland from pattern materials furnished by him. Elsie Tuck, a Chinese, operated a small hemstitching and dressmaking shop in Oakland, working for no person in particular. Gudnason had her fabricate some dresses, patterns for which he furnished, and was so pleased with her workmanship that he proposed that she abandon her business and obtain large quarters with sufficient machinery to devote her time exclusively to the manufacture of his products, upon a guaranteed minimum, and for a period of five years. It is claimed that about the sixth day of December, 1929, at Oakland, she and Gudnason entered into an oral contract adapted to accomplish such purpose; that he breached the contract, in consequence of which she brought suit. At the conclusion of the plaintiff’s case the defendant moved for a nonsuit. The court deferred ruling until the end of the case. After the evidence was all in the plaintiff moved for leave to amend her complaint to conform to proofs, which motion was granted and so the pleading upon which she stood on the granting of the motion for non-suit was her third amended complaint.

The first question presented is as to whether the oral agreement pleaded was a contract or merely a naked pact ineffective for want of mutuality of obligation. Since if a contract it was within the statute of frauds, the next question is whether the defendant is estopped to set up the statute because so doing would, in effect, accomplish a fraud upon her, she having so altered her position to her disadvantage, to fit and equip herself to carry out the contract that the assertion of the statute would work an unconscionable wrong upon her.

Briefly, the contract, which we take from the allegations of the third amended complaint, was as follows: At about December 6, 1929, at Oakland, the parties entered into an oral contract by the terms of which the defendant Gudnason agreed that in consideration of the plaintiff Tuck discontinuing the dressmaking business which she had been conducting

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at a named place in that city, and of entering into a lease from the owner of larger premises in said city for a term of five years, commencing January 1, 1930, she to be personally liable for the rents reserved in said lease, and of her so remodeling the leased premises as to fit the same for a wash dress factory, and of purchasing equipment sufficient to enable her to turn out a minimum of 300 dozen dresses per week, and of thereafter so increasing the plant to produce a greater number, and of her devoting her entire time to the manufacture of wash dresses for defendant, to the exclusion of other persons, the defendant, from and after the 1st of January, 1930, would employ plaintiff and plaintiff’s equipment to manufacture such dresses from cloth furnished and designed and cut to size and pattern by defendant for that purpose, up to plaintiff’s capacity during the time plaintiff was instructing and training workers for approximately six months after said date, at minimum prices ranging from $3.25 per dozen up to $6 per dozen, according to style, the exact price per dozen for the several styles to be agreed upon by the parties as the style might, from time to time, change, the minimum, however, to be $3.25 per dozen, and that when plaintiff should have completed the training of workers sufficient to enable her to turn out from her factory 300 dozen per week, which training period the parties to the agreement approximated to be six months, defendant would, for a period of five years after January 1, 1930, employ her and her factory and equipment, to the exclusion of other persons, to turn out dresses for him from patterns furnished by him for that purpose. Such manufacture should not exceed plaintiff’s capacity of 300 dozen per week at the prices above indicated.