Crabtree v. Elizabeth Arden Sales Corp.

Facts

In September 1947, Nate Crabtree negotiated with Elizabeth Arden Sales Corporation, a cosmetics maker and seller, for a job as sales manager. He asked for a three-year contract at $25,000 a year. He explained that he would give up a secure, well-paying job for a new field that he believed would take him some years to master, so he insisted on a definite term. Miss Arden, the corporation's president, offered two years: $20,000 for the first six months, $25,000 for the next six months and $30,000 for the second year, plus $5,000 a year in expenses. Crabtree called the offer interesting. Miss Arden had her personal secretary write a memorandum on a telephone order blank. It listed the salary scale and expense money and included the notation “2 years to make good”. Crabtree then accepted by telephone and telegram, and Miss Arden wired back her welcome. When he reported for work, a pay-roll change card, initialed by Mr. Johns, the general manager, set out the same salary scale. Crabtree got the raise to $25,000 after six months, but the raise to $30,000 was not paid. The comptroller, Mr. Carstens, signed another card noting a salary increase per contractual arrangements with Miss Arden. Miss Arden refused to approve the increase. Crabtree left and sued for breach of contract.

Issues

1. Can the memorandum required by the statute of frauds be pieced together from writings signed by the defendant and an unsigned writing, when the signed writings make no specific mention of the unsigned one but all concern the same transaction?
2. Does the notation “2 years to make good” sufficiently state a two-year term of employment, so that the memorandum contains all the essential terms of the contract?

Holding

The two pay-roll cards signed for the corporation and the unsigned office memorandum all referred on their face to the same transaction, and the evidence of assent was convincing. The courts below were fully justified in finding that the three papers formed the statutory memorandum, and “2 years to make good” signified a definite two-year term, so the statute of frauds did not bar enforcement.