Automobile Salesmen's Union v. Eastbay Motor Car Dealers, Inc.

California Court of Appeal Aug 10, 1970 No. Civ. 25563Published

Before: Caldecott

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Holding. The court held that individual members of the employer association were entitled to exercise the contract option to adopt a more favorable agreement, as the parties' own conduct and interpretation of the contract established this right.

Issues

Whether an individual member of the employer association could independently exercise the option to adopt a more favorable contract under section seventeen of the collective bargaining agreement.

Disposition. reversed in part and affirmed in part

Quotations verified verbatim against the opinion

“The law is well settled that the construction of a contract as shown by the acts and conduct of the parties prior to the controversy as to its meaning, is entitled to great weight.”

“Parties to a contract have a right to place such an interpretation upon its terms as they see fit, even when such an interpretation is apparently contrary to the ordinary meaning of its provisions.”

Opinion

CALDECOTT, J.

Defendants Eastbay Motor Car Dealers, Inc., Lloyd A. Wise, Inc., J. E. French Co., Bob Philippi, Inc., and Lee Adams Pontiac, Inc., appeal from a judgment in favor of respondent Automobile Salesmen’s Union, Local 1095, in an action for declaratory relief.

Respondent, Automobile Salesmen’s Union, Local 1095 (hereinafter Union) is a labor organization representing automobile salesmen in Alameda Couhty. Appellant Eastbay Motor Car Dealers, Inc. (hereafter East-bay) , is an employer association whose membership consists of some, but not all, of the automobile dealers in Alameda County, including appellants Lloyd A. Wise, Inc., J. E. French Co., Bob Philippi, Inc., and Lee Adams Pontiac, Inc. (hereafter dealers). Muller-Gordon Motor Company is also a member of the employer association and was a defendant in the trial court but is not a party to the appeal.

On July 26, 1966, Eastbay, as agent for the dealers affiliated with it, and Union entered into a collective bargaining agreement covering the salesmen employed by those dealers. That agreement contained the following provisions which are material to this appeal: “Section One. Authorization. (1) Eastbay Motor Car Dealers, Inc., hereby represents that it is the duly authorized agent for each and all of the dealerships listed on Exhibit CA’, attached hereto, for the purpose of signing, executing, and delivering this Agreement and, accordingly, at the time of signing, executing, and delivering this Agreement, will deliver to Union a certified list of the members on Exhibit 6A’, bound by the terms of this Agreement, pursuant to power-of-attorney in full force and effect with said Eastbay Motor Car Dealers, Inc. and within a reasonable time, will deliver to Union written authorization or authorizations, signed by each of said dealership, authorizing Eastbay

[422]

Motor Car Dealers, Inc., to sign, execute, and deliver this Agreement for and on behalf of and as the act of each of said dealerships.

“After the execution and delivery of this Agreement, any dealership' not listed on Exhibit ‘A’ shall be a party to this Agreement upon compliance with the following: Receipt by Union from Eastbay Motor Car Dealers, Inc., and the dealership that such dealership has duly authorized Eastbay Motor Car Dealers, Inc., as its agent to make, execute, and deliver this Agreement for and on behalf of and as the agent of said dealership, and that; from and after the date of said notice (or such other date as may be specified in the notice), such dealership shall be bound by all the terms and provisions of this Agreement. Upon receipt of such notice, Eastbay Motor Car Dealers, Inc., and Union will add the name of said dealership to Exhibit ‘A’.

Automobile Salesmen's Union v. Eastbay Motor Car Dealers, Inc.

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CALDECOTT, J.

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